The Board of Directors of Sri Lanka Telecom PLC (SLT) remains deeply committed to the Company’s ongoing transformation efforts. Guided by robust corporate governance, the Board provides strategic and independent oversight, enabling SLT to execute its strategy effectively and responsibly while upholding transparency and adhering to the highest ethical standards. The Company remains dedicated to enhancing long-term value creation for all stakeholders, with unwavering commitment to integrity, social responsibility, environmental stewardship, and regulatory compliance.
- Companies Act No. 07 of 2007
- Sri Lanka Telecommunications Act No. 25 of 1991 as amended by Act No. 25 of 1991 as amended by Act No. 27 of 1996
- Listing Rules of the Colombo Stock Exchange (as amended)
- Guidelines of the Securities and Exchange Commission of Sri Lanka in pursuance of its regulations
- Directions, Guidelines, Circulars issued by the Telecommunications Regulatory Authority of Sri Lanka (TRCSL) Acts
- Guidelines and Regulations issued by the Tax Authorities
- Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka
- Articles of Association
- Company Rules and Regulations and Policies approved by the BoD
- Industry Code of Practice
- Board Procedure Manual
- Code of Ethics for Directors and a Code of Conduct for its employees
- Terms of Reference of the subcommittees
- Operational Manuals
Board of Directors
The Board of Directors of SLT comprises a well-balanced group of professionals with extensive expertise and deep knowledge of the industry and broader business environment. This collective proficiency enables SLT to effectively fulfil its role as the national Information and Communication Technology (ICT) solutions provider. Regular Board and Subcommittee meetings are held to ensure that the Board’s responsibilities are effectively carried out, as detailed on page 164.
Selection and Composition of the Board
In accordance with SLT’s Articles of Association (AoA), the Board of Directors has the authority to fill vacancies and appoint additional Directors, subject to their re-election at the following Annual General Meeting (AGM). The Board’s composition is carefully structured to maintain a balanced range of skills, with emphasis on financial expertise, as outlined in the Directors’ profiles on pages 150 to 155. Notably, three Directors hold professional qualifications from recognised finance or accounting bodies and Financial Studies, along with relevant industry experience.
The appointment process aims to establish a diverse and well-qualified Board, considering factors such as expertise, business insight, financial proficiency, sound judgement, leadership capabilities, achievements, and industry knowledge. Recommendations for new Directors are made by the Secretary to the Treasury, and Global Telecommunications Holdings N.V., as the principal shareholders. The Nominations and Governance Committee (N & GC) subsequently evaluates and recommends to the Board, the appointment of Directors in accordance with the AoA and the policies established for the appointment of Directors.
The Board-approved policy governing the appointment of Directors and matters relating to Directors is a guideline to the Board when appointments to the Board are considered. The N&GC is vested with the responsibility of identifying new Directors and/or considering the suitability of Directors nominated by the principal shareholders.
According to the policy, no Director held directorships in more than five listed companies excluding the subsidiaries of the Company, during the year.
To ensure effective governance and strategic oversight, SLT has implemented robust processes to support the Board’s activities:
- Directors receive accurate, relevant, timely, clear, and impartial information aligned with the Company’s objectives.
- Independent and objective judgement is expected from Directors on all matters brought before the Board.
- The Company Secretary acts as the central point for information exchange between the Board of Directors, Board Subcommittees, and key executives.
- Proposals from the Chief Executive Officer (CEO), Chief Officers, and Division Heads are presented to the Board, with clarifications provided upon request.
- Board papers are made available electronically, supporting SLT’s sustainability initiatives and enabling remote participation by Directors.
- Board documents are distributed at least one week prior to meetings, providing ample time for review and discussion.
- An annual calendar of Board and Subcommittee meetings is prepared in consultation with all Directors before the commencement of each year.
The Board comprises nine (9) Non-Executive Directors, providing a diverse and comprehensive range of expertise that supports sound governance and informed decision-making. This structure is compliant with Section 9.8 of the CSE Listing Rules and the provisions of SLT’s AoA reflecting the Company’s commitment to effective governance and strategic leadership.
Upon their appointment, Directors are provided with a detailed induction pack designed to give a thorough understanding of the Company’s operations, industry context, strategic priorities, and stakeholder relationships. Additionally, Management provides briefings on strategic and business plans to ensure alignment and consistency in governance and oversight. In addition, one-to-one sessions are arranged on request to provide individual Directors with deeper insights into the Company's operations, strategic planning, and governance, often complementing formal board meetings and preliminary briefings. These tailored sessions allow Directors to explore specific areas of interest or concern, ensuring they have the necessary context to fulfil their fiduciary duties and contribute to strategic decision-making.
Role of the Board
- Providing leadership and direction to the Company.
- Ensuring proper governance, ethics and regulatory compliance, while seeking professional guidance where necessary.
- Ensuring SLT is managed in a professional and appropriate manner with a focus on achieving its strategic objectives.
- Selecting, monitoring, evaluating, and compensating members of the Senior Management.
- Formulating and implementing a proper succession planning process.
- Reviewing and approving significant corporate actions based on their viability.
- Assessing and monitoring the implementation of strategic plans by the Management.
- Reviewing and approving the Company’s annual business plan, budgets, and operating plan.
- Measuring and monitoring corporate performance, evaluating results, and comparing outcomes with the strategic plans and other long-term goals.
- Assessing the Company’s financial controls and reporting systems.
- Reviewing and approving the Company’s Financial Statements and financial reporting.
- Reviewing the Company’s legal compliance programmes and procedures.
- Overseeing the Company’s management of enterprise risk.
The Directors and the CEO of the Company satisfy the fit and proper assessment criteria as set out in Rule 9.7.3 of the CSE Listing Rules.
Board Balance
As at 31 December 2025, the Board comprised seven Independent Non-Executive Directors and two Non-Independent Non-Executive Directors.
The status of directorship of Dr Mothilal de Silva changed from “Independent Non-Executive Director” to “Non-Independent Non-Executive Director” with effect from 11 May 2026 since he did not comply with the criteria for independence set out in rule 9.8.3 of the Listing Rules.
Board Subcommittees
SLT’s governance framework is strengthened by the establishment of Board Subcommittees, which not only fulfil regulatory requirements but also enhance oversight of business operations and support the Board of Directors in effective decision-making. Each Subcommittee operates under well-defined objectives and formal Terms of Reference (TOR), and convened prior to the main Board meeting. The Chairperson of each Subcommittee is responsible for reporting the minutes, key decisions, findings, and recommendations to the Board. Recommendations are usually submitted in written form (minutes or a summary report) and/or presented verbally by the Chairman of the Subcommittee at the meeting for approval. Recommendations can include approval of financial reports, remuneration packages or strategic initiatives.
Regular Committee meetings are convened to address matters within their respective mandates, with findings and recommendations consistently reported to the Board. The Subcommittees maintain regular engagement with Senior Management, with their Chairmen and members meeting Corporate Executive Team members as needed. These interactions facilitate collaborative discussions and support the development of proposals related to the Company’s strategic direction and critical operational matters.
The key Subcommittees, are presented below, highlighting their roles, members, and attendance records during the year under review.
Audit Committee (AC)
The Audit Committee (AC) assists the Board of Directors in overseeing and monitoring financial reporting, risk management, revenue assurance functions, internal controls, and compliance processes. Comprehensive details of the Committee’s policies, practices, and areas of focus are provided in the Audit Committee Report on pages 178 to 181 of this Annual Report.
The Committee convenes at least four times annually, with additional meetings convened at the discretion of the Chairman. Details of meetings held during the year and attendance records are provided on pages 180 and 181.
The following individuals served as members of the Audit Committee during 2025.
Mr Chandrasiri Kalupahana – Chairman
Mr Nihal Fonseka
Mr T M Thilakaratne
Mr V U Kumar – Stepped down as a member w.e.f. 09 May 2025
Mr Dilip Silva – Ceased to be a member w.e.f. 5 October 2025
Mr Raghvendra Madhav – Appointed w.e.f. 13 November 2025
Mr A N Hapugala – Appointed w.e.f. 13 November 2025
The CEO, Chief Financial Officer (CFO), Chief Officer - Forensics and Compliance (COFC), General Manager, Internal Audit, and other senior officers attend meetings by invitation. In addition, the
representatives of Auditor General attend the meetings as observers.
Remuneration Committee (RC)
The Remuneration Committee (RC) provides guidance and oversight on the Company’s policies related to remuneration for Non-Executive Directors, the CEO, subsidiary COOs, and Senior Management. The RC also supports the Board in determining other payments for SLT and its subsidiaries, including bonuses, incentives, and compensation-related matters.
The Company’s remuneration framework and policies are designed to evaluate employee performance in alignment with SLT’s objectives and strategies. Appropriate corporate and individual performance metrics are set, taking into account both medium and long-term goals, as well as year-end evaluations. Competitive compensation packages are offered to attract and retain highly skilled and talented individuals.
As the head of the Management team, the CEO is compensated as a member of Senior Management. The RC proposes a salary package, that reflects the CEO’s qualifications and experience, subject to approval by the Board.
The Committee meets at least four times annually, with additional meetings convened at the discretion of the Committee Chairman. Details of meetings held during the year, along with attendance records, are provided on page 186.
Functioning as the Group RC for SLT and its subsidiaries, the Committee comprises Non-Executive Directors, of which three members are Independent Directors.
The following individuals served as members of the Remuneration Committee during 2025:
Mr Niel Unamboowe, PC – Chairman
Mr Chan Chee Beng
Dr Mothilal de Silva - Resigned w.e.f. 21 March 2025
Mr Lawrence Paratz – Ceased to be a member w.e.f. 15 May 2025
Mr T M Thilakaratne – Appointed w.e.f. 21 March 2025
Mr Raghvendra Madhav – Appointed w.e.f. 13 November 2025
Mr Suren Amarasekera was appointed in place of Mr Raghvendra Madhav with effect from 13 January 2026 and Mr Chandrasiri Kalupahana was appointed as a member of the Committee with effect from 13 January 2026.
Accordingly, the current composition of the Remuneration Committee is given below.
Mr Niel Unamboowe, PC – Chairman
Mr Chan Chee Beng
Mr T M Thilakaratne
Mr Suren Amarasekera
Mr Chandrasiri Kalupahana
The CEO and Chief People Officer (CPO) attend meetings by invitation, as and when required by the Committee.
Nomination and Governance Committee (N&GC)
The Nomination and Governance Committee (N&GC) was established in 2023 in accordance with the revised CSE Listing Rules. The N&GC comprised Non-Executive Directors including three Independent Directors.
The individuals serving on the Committee during 2025 were:
Mr Niel Unamboowe, PC – Chairman
Mr Chan Chee Beng
Mr V U Kumar - Resigned w.e.f. 9 May 25
Dr Mothilal De Silva
Mr Nihal Fonseka – Appointed w.e.f. 26 June 25
Mr Suren Amarasekera was appointed as an additional member w.e.f. 13 January 2026.
The N&GC is responsible for a range of activities, including the nomination, selection, and recommendation of Non-Executive Directors, the CEO, and key senior executives. Additionally, it oversees succession planning for the CEO and Senior Management while assessing the Board’s composition, with particular emphasis on diversity in background, skills, and experience.
Assessing Directors’ independence is a critical component of the nomination process. As part of this evaluation, The Committee reviews Directors’ professional engagements, potential conflicts of interest, related party transactions, and other commitments that may compromise their independence.
The Committee also conducts an annual review of Directors' eligibility for election and re-election, providing recommendations to the Board for further consideration and subsequent approval by shareholders.
The N&GC's role and responsibilities are outlined in its TOR, with a summary provided in the N&GC Committee Report on page 182 of this Annual Report.
Related Party Transactions Review Committee (RPTRC)
To enhance corporate transparency and
ensure fair dealings between SLT and its subsidiaries, a Related Party Transactions Review Committee (RPTRC) has been established under the Board’s oversight.
Related Party Transactions and Material Contracts
The Board of Directors adheres to the regulations set by CSE regarding related party transactions to avoid potential conflicts of interest. SLT’s related party relationships with its subsidiaries are disclosed in Note 36 of the Financial Statements. The Board considers these transactions to be exempt under specific exceptions outlined in the CSE’s Code of Best Practices for related party transactions, regarding them as routine and customary in the Company’s operations.
SLT and its subsidiaries have not entered into any significant contracts involving the interests of the CEO, Directors, controlling shareholders, Secretary to the Treasury, or Global Telecommunications Holdings N.V.
The Committee meets at least four times annually, with additional meetings convened at the discretion of the Chairman. Details of meetings held during the year, along with attendance records, are provided on page 187.
In 2025, the RPTRC comprised Non-Executive Directors, including three Independent Directors. The Chairman of the Committee is an Independent Director.
The following individuals served as members of the Related Party Transactions Review during 2025.
Mr Suren Amarasekera – Chairman
Mr Chandrasiri Kalupahana
Mr Dilip Silva – Ceased to be a member w.e.f. 5 October 2025
Mr Nihal Fonseka – Appointed w.e.f. 26 June 2025
Mr A N Hapugala – Appointed w.e.f. 13 November 2025
Mr Raghvendra Madhav – Appointed 13 November 2025
Mr Raghvendra Madhav was appointed as Chairman of the Committee in place of Mr Suren Amarasekera with effect from 13 November 2026.
The Directors declare that the Company complied with Section 9 of the CSE Listing Rules pertaining to Related Party Transactions during the financial year ended 31 December 2025.
Technology Subcommittee (TSC)
The Technology Subcommittee (TSC) is a voluntarily established Board Subcommittee in line with SLT’s governance framework. The TSC comprises a team of experts with relevant expertise, established to continuously assess business opportunities through technological advancements and ensure that existing platforms align with the Company’s objectives and strategies.
The TSC focuses primarily on the following areas:
- Developing effective strategies to enhance operational efficiencies.
- Keeping pace with technological advancements within the telecommunications sector by training technical staff and implementing more efficient delivery systems.
- Evaluating existing processes against SLT’s objectives and vision, and introducing innovations to enhance efficiency.
- Reviewing performance evaluation systems, technology frameworks, human resource initiatives, and skill development plans to ensure their successful implementation.
The Committee convenes as needed. Details of meetings held during the year and attendance records are provided on page 167 of this Annual Report. The following individuals serve as members of the Committee.
Mr Suren Amarasekera – Chairman
Dr Mothilal de Silva
Mr T M Thilakaratne
The CEO and Senior Management of SLT and Mobitel participate as ongoing members in the TSC meetings to identify and enhance organisational synergies. When necessary, the CEOs of subsidiary companies of SLT are also invited to attend the meetings.
Group Senior Tender Governance Committee (GSTGC)
The Group Senior Tender Governance Committee (GSTGC) is a high-level committee established to assist the Board of Directors in overseeing major procurement activities. Its primary role is to ensure that the process for awarding large contracts is transparent, fair, and provides the best value for money. It has been structured to ensure proper controls and governance over the Group’s procurement activities. Specifically, the GSTGC is tasked with reviewing and approving procurements ranging from LKR 100 Mn. to LKR 350 Mn., while the Board of Directors oversees procurements exceeding LKR 350 Mn. and the Junior Tender Governance Committee manages amounts below LKR 100 Mn.
The GSTGC convenes prior to each Board meeting. Details of meetings held during the year, and attendance records, are provided on page 167 of this Annual Report.
The GSTGC comprises Non-Executive Directors, namely.
Mr Nihal Fonseka – Chairman
Mr Niel Unamboowe, PC
Dr Mothilal de Silva
Mr Raghvendra Madhav
The Board appoints the CEO and CFO to the Committee to assess the Company’s procurement requirements.
Non-compliance with CSE Listing Rules in Relation to Corporate Governance
The Company was non-compliant with the CSE Listing Rules in relation to the composition of the Board Subcommittees
during the year, and the relevant disclosures have been submitted to CSE.
Board Evaluation
During the year 2025, the Board approved the framework for Evaluating the Performance of the Board of Directors and the Board-appointed Subcommittees as a whole, which will be carried out in 2026.
The N&GC recommended to the Board the appointment of KPMG to carry out an audit on compliance with the rules on corporate governance as set out in the CSE Listing rules. In addition, SLT’s Internal Audit reviewed compliance with the Corporate Governance Rules and recommended a few areas for improvement particularly in relation to the Board performance evaluation and review of Environmental, Social, and Governance (ESG) Policy, etc.
The Board of Directors are given an annual update on Corporate Governance, Listing Rules, Securities Market Regulations and other applicable laws and regulations. The Board has been updated on the requirements of the applicability of Anti-Bribery and Corruption (ABC) laws and the requirement to submit declaration of assets and liabilities to the Commission to Investigate Allegations of Bribery or Corruption (CIABOC).
The Board has strengthened the Nomination and Governance Committee which focuses on Corporate Governance by appointing additional Directors with more expertise in the telecommunications industry and other corporate sectors.
Frequency of Board Meetings and the Participation of
Directors
In the year 2025, the Board of Directors convened five regular meetings, with the active participation of its members. Additionally, four special meetings were held to address urgent and important matters. The quorum for Board meetings is established as half of the maximum number of Directors as specified in SLT’s AoA. This quorum was consistently maintained at all meetings, ensuring their validity from commencement to conclusion.
Directors actively engaged in the proceedings, contributing valuable insights and perspectives. Resolutions by circulation were restricted to matters of a routine nature or urgent business, subject to prior approval from the Chairman. Any circular resolutions passed were subsequently confirmed and ratified at the next regular Board meeting.
The agenda, along with relevant supporting papers and reports, was circulated electronically to Directors via the “BoardPAC” application, enabling access from their respective devices.
The Board has established a formal process to ensure that Independent Directors are kept informed of all major issues and material developments relating to the Company. The Company Secretary, serving as the primary link between Management and the Board, is responsible for the timely dissemination of relevant information. This includes the circulation of comprehensive Board papers, regular performance updates, and immediate notification of any emergency or material concerns. Furthermore, Independent Directors have unrestricted access to Senior Management and the Company Secretary for any clarifications required to perform their duties effectively.
| Board Members | Status | Board | AC | RC | N&GC | RPTRC | TSC | GSTGB | |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Dr T H V Mothilal Amaradasa de Silva | INED | 9/9 | 1/1 | 8/8 | 3/5 | 6/6 | ||
| 2 | Mr Chan Chee Beng | NED | 9/9 | 4/4 | 8/8 | ||||
| 3 |
Mr Lawrence Michael Paratz |
NED | 4/4 | 2/2 | 2/2 | ||||
| 4 | Mr V U Kumar | NED | 4/4 | 1/1 | 3/4 | 2/2 | 2/2 | ||
| 5 | Mr Suren Amarasekera | INED | 9/9 | 4/4 | 4/4 | 5/5 | |||
| 6 | Mr Niel D B Unamboowe | INED | 9/9 | 4/4 | 8/8 | 6/7 | |||
| 7 | Mr Chandrasiri Kalupahana | INED | 9/9 | 5/5 | 4/4 | ||||
| 8 | Mr T M Thilakaratne | INED | 9/9 | 3/3 | 4/5 | ||||
| 9 |
Mr H C D L Silva |
NED | 5/6 | 3/3 | 3/3 | ||||
| 10 |
Mr Nihal Fonseka |
INED | 5/5 | 3/3 | 2/2 | 3/3 | 5/5 | ||
| 11 |
Mr A N Hapugala |
NED | 1/1 | 1/1 | |||||
| 12 |
Mr Raghvendra Madhav |
INED | 1/1 | 1/1 | 1/1 |
Indemnities to Directors and Liability Insurance
Coverage
In accordance with the AoA, Directors are entitled to indemnity, to the extent permitted by law, for liabilities arising from the execution of their duties in their capacity as Directors of the Company. However, this indemnity does not extend to situations where a Director is found to have acted fraudulently or dishonestly. Throughout the year, the Company maintained Directors' and Officers' Liability Insurance coverage.
Roles of the Chairman and the Chief Executive Officer
Responsibilities for strategic and operational matters are clearly defined through the division of duties between the Chairman and the CEO. In his non-executive capacity, the Chairman of SLT’s Board of Directors focuses primarily on strategic issues, ensuring compliance with Board procedures and promoting the active involvement of all Board members during meetings.
The CEO is responsible for the day-to-day management of the business and provides leadership to the executive team. The CEO also oversees the execution of the Company’s strategic and operational plans. Regular meetings are held between the Chairman and the CEO to discuss matters related to the Company’s performance, operations, human resources, and industrial relations.
Performance Evaluation of the CEO
The Board conducts an annual assessment of the CEO’s performance based on pre-established criteria, which are mutually agreed at the start of the year by the N & GC and the Board. Evaluation of the CEO’s performance, and determination of compensation are based on this assessment and agreed upon by both parties.
Mr Riyaaz Rasheed was appointed as the CEO of SLT with effect from 01 January 2026, succeeding Mr Imantha Wijekoon who was appointed as an interim CEO after the retirement of Mr. Janaka Abeysinghe in September 2025. The profile of Mr Riyaaz Rasheed is presented on page 156 of this Annual Report.
The Company Secretary
The Company Secretary reports directly to the Board of Directors and is available to individual Directors for guidance on Board procedures. In addition to supporting the Chairman in managing the agenda and planning the annual schedule of Board and Subcommittee meetings, the Company Secretary ensures that Board members receive timely and detailed information. The Company Secretary also provides advice to Directors on Board procedures and corporate governance matters and acts as the Secretary for all Board Subcommittees.
The Company Secretary, qualified as an Attorney-at-Law and an Associate Member of the Chartered Governance Institute, UK & Ireland, is designated as the individual responsible for shareholder communications, under the direction of the CEO.
The appointment or removal of the Company Secretary is decided collectively by the Board.
Fit and proper Assessment Criteria
In accordance with the CSE Listing Rules, the Board of Directors of SLT hereby confirms that a formal assessment has been conducted to ensure that all Directors and the CEO satisfy the 'Fit and Proper' criteria as stipulated under Rule 9.7.
The N&GC evaluated each individual based on their honesty, integrity, reputation, competence, capability, and financial soundness. Based on this assessment, the Board is satisfied that all members of the Board of Directors and the CEO possess the necessary attributes and experience to discharge their duties effectively and in the best interest of the Company and its stakeholders.
Corporate Ethics
SLT has developed a comprehensive Code of Conduct that applies to both employees and third parties engaged with the Company. This Code outlines principles that uphold the highest standards of personal and corporate integrity in interactions with SLT, competitors, customers, suppliers, and the community. By adhering to the processes and standards set out in the Code, SLT fosters investor confidence and ensures that decision-making aligns with the Company’s best interests.
The Code covers areas, such as equal opportunity employment, workplace safety, business ethics, asset protection, data security, and conflicts of interest. It is accessible via SLT’s internal website, providing clear policies and guidelines to support employees in their daily responsibilities.
Financial Acumen, Internal Controls, and Risk
Management
The internal control framework at SLT is developed through the integration of risk management practices, financial controls, internal audits, and supporting policies. This structure is designed to improve operational efficiency and ensure alignment with the Company’s strategic goals. Additionally, it guarantees the provision of accurate, reliable,
comprehensive, and timely financial reporting and management information to stakeholders. Rooted in ethical principles, the framework operates according to sound corporate governance and effective risk management practices.
SLT employs systematic risk management strategies to enhance the efficiency and control of its business operations, thereby supporting profitability and long-term continuity.
Major Transactions
In accordance with Section 185 of the Companies Act, the Board of Directors informs shareholders about any proposed corporate transactions, providing comprehensive details on all material aspects relevant to SLT. It is important to note that SLT did not engage in any major transactions during 2025.
Policies
The Company has established the policies required under Rule 9.2.1 of the CSE Listing Rules and the policies are available on the Company’s website. There have been no changes to the policies following their adoption during the year.
Whistle-blowing Policy
The Whistle-blowing process provides a secure and confidential channel for reporting potential financial irregularities, improper financial reporting, fraud, or unethical conduct. It also covers any actions that contravene the Company’s Code of Conduct and Ethics, Human Rights policies, regulatory requirements, or other internal policies, including those related to Anti-Bribery and Corruption.
Employees are informed about the whistle-blowing process through official circulars, and comprehensive details regarding its operation are accessible on the Company’s intranet. An independent external party has been designated to receive and address complaints submitted by employees through various available channels.
In line with established procedures, whistle-blower complaints concerning ethical violations, breaches of confidentiality, or other potential misconduct are reported directly to the Board's Audit Committee. All investigations related to whistle-blower reports are handled with the highest level of confidentiality to safeguard the identity of the whistle-blower.
In 2025, the Board approved a revised Whistle-blowing Policy, which outlines the procedures and ensures the integrity of the reporting and investigation process.
Anti-Bribery and Corruption (ABC) Policy
The Board of Directors has formally approved the Anti-Bribery and Corruption (ABC) Policy, which emphasises the Company’s unwavering commitment to a zero-tolerance approach towards bribery and corruption. This policy applies to all Directors, Key Management Personnel (KMP), and employees of SLT. To ensure adherence to these principles, regular training sessions are conducted for both employees and Directors. Additionally, business partners and third parties acting on behalf of the Company are informed of this policy and are required to comply with its provisions.
Given that the Government of Sri Lanka, through the Secretary to the Treasury, holds more than 50% of SLT’s shares, all Directors, the CEO, and other KMPs identified by the Company are also obligated to submit an annual declaration on their assets and liabilities in accordance with the provisions of the Anti-Corruption Act No. 9 of 2023.
Communications with Shareholders and Annual General
Meetings
The Annual General Meeting (AGM) serves as a platform for constructive engagement with investors, and all shareholders are encouraged to participate. The Chairpersons of the Board Subcommittees attend the AGM to address any questions from shareholders. The Company complies with the requirements outlined in Section 9 of the CSE Listing Rules, as amended from time to time, regarding corporate governance.
Statement of Compliance under the CSE Listing Rules on
Corporate Governance
| Rule No. | Corporate Governance Rule | Compliance Status | Details |
|---|---|---|---|
| 9.2 | Policies | ||
| 9.2.1 |
Listed Entities shall establish and maintain the following policies and disclose the fact of existence of such policies together with the details relating to the implementation of such policies by the Entity on its website;
|
Complied with |
Policies approved by the Board of Directors are
available on the Company’s website
(https://www.slt.lk)
The existing Environmental, Social, and Governance (ESG) Policy is currently under review in line with the recent developments in ESG. |
| 9.2.2 | Any waivers from compliance with the Internal Code of Business Conduct and Ethics or exemptions granted by the listed entity shall be fully disclosed in the Annual Report. | Not Applicable | |
| 9.2.3 | Listed Entities shall disclose in their Annual Report: | ||
| (i) The list of policies that are in place in conformity Rule 9.2.1 above, with reference to its website. | Complied with | ||
| (ii) Details pertaining to any changes to policies adopted by the Listed Entities in compliance with Rule 9.2 above. | Complied with | ||
| 9.2.4 | Listed entities shall make available all such policies to shareholders upon a written request being made for any such Policy. | Complied with | The Company Secretary will be assigned to provide policies to shareholders upon a written request being made for any such policy. |
| 9.3 | Board Committees | ||
| 9.3.1 | Listed Entities shall ensure that the following Board committees are established and maintained at a minimum and are functioning effectively. The said Board committees at minimum shall include; | ||
| (a) Nominations and Governance Committee | Complied with | Refer to the Nomination and Governance Committee Report on pages 182 to 184 of this Report. | |
| (b) Remuneration Committee | Complied with | Refer to the Remuneration Committee Report on pages 185 and 186 of this Report. | |
| (c) Audit Committee | Complied with | Refer to the Audit Committee Report on pages 178 to 181 of this Report. | |
| (d) Related Party Transactions Review Committee | Complied with | Refer to the Related Party Transactions Review Committee Report on page 187 of this Report. | |
| 9.3.2 | Listed entities shall comply with the composition, responsibilities, and disclosures required in respect of the above-Board committees as set out in these Rules. | Complied with | Refer to Sections 9.11, 9.12, 9.13, and 9.14 below |
| 9.3.3 | The Chairperson of the Board of Directors of the Listed Entity shall not be the Chairperson of the Board Committees referred to in Rule 9.3.1 above. | Complied with | The Chairman of the Company Dr Mothilal de Silva has not chaired any Subcommittees |
| 9.4 | Adherence to principles of democracy in the adoption of meeting procedures and the conduct of all General Meetings with shareholders. | ||
| 9.4.1 | Listed Entities shall maintain records of all resolutions and the following information upon a resolution being considered at any General Meeting of the Entity. The Entity shall provide copies of the same at the request of the Exchange and/or the SEC. | Complied with | The Company Secretary of SLT maintains the records of the said information along with the meeting minutes of shareholders. |
| (a) The number of shares in respect of which proxy appointments have been validly made; | |||
| (b) The number of votes in favour of the resolution | |||
| (c) The number of votes against the resolution; and | |||
| (d) The number of shares in respect of which the vote was directed to be abstained | |||
| 9.4.2 | Communication and relations with shareholders and investors: | Complied with | |
| (a) Listed Entities shall have a policy on effective communication and relations with shareholders and investors and disclose the existence of the same in the Annual Report and the website of the Listed Entity | |||
| (b) Listed entities shall disclose the contact person for such communication | |||
| (c) The policy on relations with shareholders and investors shall include a process to make all Directors aware of major issues and concerns of shareholders, and such process shall be disclosed by the Entity in the Annual Report and the website of the Entity | |||
| (d) Listed entities that intend to conduct any shareholder meetings through virtual or hybrid means shall comply with the Guidelines issued by the Exchange in relation to same and published on the website of the Exchange | Complied with | ||
| 9.5 | Policy on matters relating to the Board of Directors | ||
| 9.5.1 | Listed Entities shall establish and maintain a formal policy governing matters relating to the Board of Directors, and such policy shall: | Complied with | |
| (a) Recognise the need for a balance of representation between Executive and Non-Executive Directors and cover at minimum Board composition, the roles and functions of the Chairperson and Chief Executive Officer or equivalent position (hereinafter commonly referred to as the CEO), Board balance and procedures for the appraisal of Board performance and the appraisal of the CEO. | Complied with | ||
| (b) Where a Listed Entity decides to combine the role of the Chairperson and CEO. | Not Applicable | The positions of the Chairman's and the CEO are separated. | |
| (i) Set out the rationale for combining such positions; and, | |||
| (ii) Require the Board Charter of the Listed Entity to contain terms of reference/functions of the Senior Independent Director (SID) and the powers of the SID, which should be equivalent to that of the Chairperson in the instance of a conflict of interest. | |||
| (iii) Set out the measures implemented to safeguard the interests of the SID. | |||
| (c) Require diversity in Board composition for Board effectiveness in terms of a range of experience, skills, competencies, age, gender, industry requirements and importance of objective selection of directors. | Complied with | ||
| (d) Stipulate the maximum number of Directors with the rationale for the same. | Complied with | ||
| (e) Specify the frequency of Board meetings, having regard to the requirements under the Listing Rules. | Complied with | ||
| (f) Provide mechanisms for ensuring that Directors are kept abreast of the Listing Rules and on going compliance and/or non-compliance by the Listed Entity with obligations arising under such Rules. | Complied with | ||
| (g) Specify the minimum number of meetings, in numbers and percentage, that a Director must attend, in order to ensure consistent attendance at Board meetings and to avoid being deemed to vacate such position. | Complied with | ||
| (h) Provide requirements relating to trading in securities of the Listed Entity and its listed Group companies and disclosure of such requirements. | Complied with | ||
| (i) Specify the maximum number of directorships in Listed Entities that may be held by Directors. | Complied with | ||
| (j) Recognise the right to participate at meetings of the Board and Board Committees by audio visual means and for such participation to be taken into account when deciding on the quorum. | Complied with | ||
| 9.5.2 | Listed Entities shall confirm compliance with the requirements of the policy referred to in Rule 9.5.1 above in the Annual Report and provide explanations for any non-compliance with any of the requirements with reasons for such non-compliance and the proposed remedial action. | Complied with | The Company confirms compliance with Rule 9.5.1 in the Annual Report for the year ended 31 December 2025. |
| 9.6 | Chairperson and CEO | ||
| 9.6.1 | The Chairperson of every Listed Entity shall be a Non-Executive Director and the positions of the Chairperson and CEO shall not be held by the same individual, unless otherwise a SID is appointed by such entity in terms of Rule 9.6.3 below. | Complied with |
The Chairman of the Entity is a Non-Executive
Director. The functions of the Chairman and the CEO are clearly separated to ensure balance of power and authority. |
| 9.6.2 | A listed entity that is unable to comply with Rule 9.6.1 above shall make a Market Announcement within a period of one (1) month from the date of implementation of these Rules or an immediate Market Announcement from the date of non-compliance (if such date falls subsequent to the implementation of these Rules). | Not Applicable | |
| 9.6.3 | The requirement for a SID | Not Applicable | |
| 9.7 | Fitness of Directors and CEOs | ||
| 9.7.1 |
The Listed Entities shall take necessary steps to
ensure that their Directors and the CEO are, at all
times, fit and proper persons as required in terms
of these Rules: In evaluating fitness and propriety of the persons referred in these Rules, Listed Entities shall utilise the “Fit and Proper Assessment Criteria” set out in Rule 9.7.3 below". |
Complied with | The Company conducts a Fit and Proper Assessment for all Directors, as stipulated in Rule 9.7.3. |
| 9.7.2 | Listed Entities shall ensure that persons recommended by the Nominations and Governance Committee as Directors are fit and proper as required in terms of these Rules before such nominations are placed before the shareholders’ Meeting or appointments are made. | Complied with | The Nomination and Governance Committee conducts a Fit and Proper Assessment prior to recommending Directors for appointment by the Board. |
| 9.7.3 | Fit and Proper Assessment Criteria | Complied with | A formal assessment has been conducted to ensure that all Directors and the CEO satisfy the 'Fit and Proper Assessment Criteria' as stipulated under Rule 9.7. |
| 9.7.4 | Listed Entities shall obtain declarations from their Directors and CEO on an annual basis confirming that each of them has continuously satisfied the Fit and Proper Assessment Criteria set out in these Rules during the financial year concerned and satisfies the said criteria as at the date of such confirmation. | Complied with | All the Directors of the Company and the CEO have submitted a declaration confirming that they have continuously satisfied with the Fit and Proper Assessment Criteria. |
| 9.7.5 |
Disclosures in the Annual Report of Listed
Entities Listed Entities shall include the following disclosures/reports in the Annual Report: |
Complied with | Relevant disclosures have been made in the Annual Report of the Company. |
| (a) A statement that the Directors and CEO of the Listed Entity satisfy the Fit and Proper Assessment Criteria stipulated in the Listing Rules of the Colombo Stock Exchange. | |||
| (b) Any non-compliance/s by a Director and/or the CEO of the Listed Entity with the Fit and Proper Assessment Criteria set out in these Rules during the financial year and the remedial action taken by the Listed Entity to rectify such non-compliance/s. | |||
| 9.8 | Board Composition | ||
| 9.8.1 | The Board of Directors of a Listed Entity shall, at a minimum, consist of five (05) Directors. | Complied with | The total number of Directors was nine (9) as at 31 December 2025. |
| 9.8.2 |
Minimum number of Independent Directors: (a) The Board of Directors of Listed Entities shall include at least two (2) Independent Directors or such number equivalent to one third (1/3) of the total number of Directors of the Listed Entity at any given time, whichever is higher. |
Complied with | The total number of Independent Directors was seven (7) as at 31 December 2025. |
| (b) Any change occurring to this ratio shall be rectified within ninety (90) days from the date of the change. | |||
| (c) If the Board of Directors determines that the independence of an Independent Director has been impaired against any of the criteria set out in Rule 9.8.3, it shall make an immediate Market Announcement thereof. | |||
| 9.8.3 | Criteria for determining independence | Complied with | The Entity ensured that all the Independent Directors are satisfied with the criteria for independence specified. |
| 9.8.4 | For the purposes of Rule 9.8.3; - Definitions | Complied with | Required disclosures are mentioned in the Annual Report. |
| 9.8.5 | The Board of Directors of Listed Entities shall require: | Complied with | All the Independent Directors submitted the signed declaration of their independence to the Board. |
| (a) Each Independent Director to submit a signed and dated declaration of their “independence” or “non-independence” against the criteria specified herein and in the format in Appendix 9A. | |||
| (b) Make an annual determination as to the “independence” or “non-independence” of each Independent Director based on the Directors' declaration and other information available to it, and shall set out, the names of Directors determined to be “independent” in the Annual Report. | |||
| 9.9 | Alternate Directors | ||
| 9.9 | If a Listed Entity provides for the appointment of Alternate Directors, it shall be required to comply with the following requirements, and such requirements shall also be incorporated into the Articles of Association of the Entity: | Not Applicable | Currently, there are no Alternate Directors appointed. |
| (a) Alternate Directors shall only be appointed in exceptional circumstances and for a maximum period of one (1) year from the date of appointment. | |||
| (b) If an Alternate Director is appointed for a Non-Executive Director such an alternate should not be an executive of the Listed Entity. | |||
| (c) If an Alternate Director is appointed by an Independent Director, the person so appointed should meet the criteria of independence specified in these Rules and the Listed Entity shall satisfy the requirements relating to the minimum number of Independent Directors specified in these Rules. The Nominations and Governance Committee shall review and determine that the person nominated as the alternate would qualify as an Independent Director before such an appointment is made. | |||
| (d) The Listed Entity shall make an immediate Market Announcement regarding the appointment of an Alternate Director. Such Market Announcement shall include the following: | Complied with | ||
| (i) The exceptional circumstances leading to such appointment. | Complied with | ||
| (ii) The information on the capacity in which such Alternate Director is appointed, i.e., whether as an Executive, Non-executive or Independent Director; | Complied with | ||
| (iii) The time period for which he/she is appointed, which shall not exceed one (1) year from the date of appointment; and, | Complied with | ||
| (iv) A Statement by the Entity indicating whether such appointment has been reviewed by the Nominations and Governance Committee of the Entity. | Complied with | ||
| (e) The attendance of any Alternate Director at any meeting, including a Board Committee Meeting shall be counted for the purpose of quorum. | Complied with | ||
| 9.10 | Disclosures relating to Directors | ||
| 9.10.1 | Listed Entities shall disclose its policy on the maximum number of directorships its Board members shall be permitted to hold in the manner specified in Rule 9.5.1. In the event such number is exceeded by a Director(s), the Entity shall provide an explanation for such non-compliance in the manner specified in Rule 9.5.2 above. | Complied with | |
| 9.10.2 |
Listed Entities shall, upon the appointment of a new
Director to its Board, make an immediate Market
Announcement setting out the following;
|
Complied with | At the time of appointment of a new Director to the Board, the relevant Market Announcements are made in accordance with Section 9.10.2. Also such appointments are reviewed by the Nomination and Governance Committee. |
| 9.10.3 |
Listed Entities shall make an immediate Market
Announcement regarding any changes to the
composition of the (i) Board of Directors, and (ii) Board Committees referred in Rule 9.3 above. The announcement shall, at a minimum, contain the details of changes including appointment, resignations, and the capacity of directorship with the effective date thereof. |
Complied with | Relevant disclosures are made of any changes in the composition of the Board or Subcommittee and any changes in the status of directorship. |
| 9.10.4 |
Listed Entities shall also disclose the following in
relation to the Directors in the Annual Report:
|
Complied with |
Refer to pages 150 to 155 of this Report for the
profiles of the Board of Directors. Refer to page 167 of this Report for the number of Board meetings attended by the Board of Directors during the year. |
| 9.11 | Nominations and Governance Committee | ||
| 9.11.1 | Listed Entities shall have a Nominations and Governance Committee that conforms to the requirements set out in Rule 9.11 of these Rules. | Complied with | Please refer to the Nomination and Governance Committee Report on page 182 of this Report. |
| 9.11.2 | Listed Entities shall establish and maintain a formal procedure for the appointment of new Directors and re-election of Directors to the Board through the Nominations and Governance Committee. | ||
| 9.11.3 | The Nominations and Governance Committee shall have a written Terms of Reference clearly defining its scope, authority, duties and matters pertaining to the quorum of meetings. | Complied with | The Nomination and Governance Committee has a written Terms of Reference. |
| 9.11.4 | Composition | Complied with | As per Section 9.11.4 the Committee comprises four (4) Directors, two of whom are Independent Directors. The Chairman of the Nomination and Governance Committee is an Independent Non-Executive Director. Refer to the Nomination and Governance Report on pages 182 to 184 of this Report. |
|
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| 9.11.5 | Functions | Complied with | Refer to the Nomination and Governance Report on pages 182 to 184 of this Report. |
| 9.11.6 | Disclosures in Annual Report | ||
| 9.12 | Remuneration Committee | ||
| 9.12.1 | For the purposes of Rule 9.12, the term “remuneration” shall make reference to cash and all non-cash benefits whatsoever received. | Complied with | The Remuneration Committee established and maintained a formal and transparent procedure for developing policy on the remuneration of Executive Directors, Non-Executive Directors and the CEO as stipulated in Section 9.12. |
| 9.12.2 | Listed Entities shall have a Remuneration Committee that conforms to the requirements set out in Rule 9.12 of these Rules. | ||
| 9.12.3 | The Remuneration Committee shall establish and maintain a formal and transparent procedure for developing policy on Executive Directors’ remuneration and for fixing the remuneration packages of individual Directors. No Director shall be involved in fixing his/her own remuneration. | ||
| 9.12.4 | Remuneration for Non-Executive Directors should be based on a policy which adopts the principle of non-discriminatory pay practices among them to ensure that their independence is not impaired. | ||
| 9.12.5 | Remuneration for Non-Executive Directors should be based on a policy which adopts the principle of non-discriminatory pay practices among them to ensure that their independence is not impaired. | ||
| 9.12.6 |
Composition
|
Complied with |
The Remuneration Committee comprises five
Non-Executive Directors, four of whom are
Independent Directors. The Chairman of the Committee is an Independent Director. Refer to the Remuneration Committee Report on pages 185 and 186 of this Report. |
| 9.12.7 |
Functions
1.
The Remuneration Committee shall recommend the
remuneration payable to the Executive Directors
and CEO of the Listed Entity and/or equivalent
position thereof to the Board of the Listed
Entity which will make the final determination
upon consideration of such
recommendations.
|
Complied with | Refer to the Remuneration Committee Report on pages 185 and 186 of this report. |
|
2.
The Remuneration Committee may engage any
external consultant or expertise that may be
considered necessary to ascertain or assess the
relevance of the remuneration levels applicable
to Directors and CEO.
|
|||
| 9.12.8 |
Disclosure in Annual Report
The Annual Report should set out the following:
|
Complied with | Refer to the Remuneration Committee Report on pages 185 and 186 of this Report. |
| 9.13 | Audit Committee | ||
| 9.13.1 | Where Listed Entities do not maintain separate committees to perform the Audit and Risk Functions, the Audit Committee of such Listed Entities shall additionally perform the Risk Functions set out in Rule 9.13 of these Rules. | Complied with | The Entity assigned the Audit Committee the task of performing the audit and risk functions as set out in Section 9.13.4. |
| 9.13.2 | The Audit Committee shall have a written terms of reference clearly defining its scope, authority and duties. | Complied with | Refer to the Audit Committee Report on pages 178 to 181 of this Report. |
| 9.13.3 | Composition | Complied with | The Audit Committee comprises five Non-Executive Directors, four of whom are Independent Directors. |
|
|||
| 2. The quorum for a meeting of the Audit Committee shall require that the majority of those in attendance to be Independent Directors. | |||
| 3. The Audit Committee may meet as often as required provided that the Audit Committee compulsorily meets on a quarterly basis prior to recommending the financials to be released to the market. | |||
| 9.13.3 | 4. An Independent Director shall be appointed as the Chairperson of the Audit Committee by the Board of Directors. | Complied with |
The CEO and the CFO attend meetings by
invitation. The Chairman of the Audit Committee is a Chartered Accountant with extensive knowledge on financial reporting and compliance. |
|
5. Unless otherwise
determined by the Audit Committee, the CEO and the
Chief Financial Officer (CFO) of the Listed Entity
shall attend the Audit Committee meetings by
invitation. Provided however where the Listed Entity maintains a separate Risk Committee, the CEO shall attend the Risk Committee meetings by invitation. |
|||
|
6. The Chairperson
of the Audit Committee shall be a Member of a
recognised professional accounting body. Provided however, this Rule shall not be applicable in respect of Risk Committees where a Listed Entity maintains a separate Risk Committee and Audit Committee. |
|||
| 9.13.4 | Functions | Complied with | Refer to the Audit Committee Report on pages 178 to 181 of this Report. |
| 9.13.5 | Disclosures in Annual Report | Complied with | Refer to the Audit Committee Report on pages 178 to 181 of this Report. |
| 9.14 | Related Party Transactions Review Committee | ||
| 9.14.1 | Listed Entities shall have a Related Party Transactions Review Committee that conforms to the requirements set out in Rule 9.14 of these Rules. | Complied with | Refer to the Related Party Transactions Review Committee Report on page 187 of this Report. |
| 9.14.2 |
Composition
1.
The Related Party Transactions Review Committee
shall comprise of a minimum of three (03)
Directors of the Listed Entity, out of which two
(02) members shall be Independent Directors of
the Listed Entity. It may also include Executive
Directors, at the option of the Listed Entity.
An Independent Director shall be appointed as
the Chairperson of the Committee.
|
Complied with | The Related Party Transactions Review Committee comprises of four Non-Executive Directors, two of whom are Independent Directors. |
| 9.14.3 |
Functions
|
Complied with | The Related Party Transactions Review Committee functions as specified in this Section. |
| 9.14.4 |
General Requirements
|
Complied with | Refer to the Related Party Transactions Review Committee Report on page 187 of this Report. |
| 9.14.4 | General Requirements | Complied with | Refer to the Related Party Transactions Review Committee Report on page 187 of this Report. |
| 9.14.5 | Review of Related Party Transactions by the Related Party Transactions Review Committee | Complied with | The Committee will comply with section 9.14.5 when reviewing the related party transactions. |
| 9.14.6 | Shareholder Approval | Complied with | The Committee will comply with Section 9.14.6 when reviewing the related party transactions. |
| 9.14.7 | Disclosures | Complied with | The Committee will make relevant disclosures as per Section 9.14.7. |
| 9.14.8 | Disclosures in the Annual Report. | Complied with | Refer to Note 38 on page 276 of this Report. |