Governance
Report of the Remuneration Committee
Composition of the Committee
The Remuneration Committee (“RC” or “the Committee”) of Sri Lanka Telecom PLC (“SLT” or “the Company”) is appointed by the Board of Directors and comprises five members, the majority of whom are Independent Non-Executive Directors.
The current members of the RC are set out in the following table.
| Name | Directorship Status | Membership Status | Date appointed to the Committee |
|---|---|---|---|
| Mr Niel Unamboowe, PC | Independent Non-Executive Director |
Chairman | 14 November 2024 |
| Mr Chan Chee Beng | Non-Independent Non-Executive Director |
Member | 5 June 2008 |
| Mr Thilak Thilakarathne | Independent Non-Executive Director |
Member | 21 March 2025 |
| Mr Suren Amarasekera | Independent Non-Executive Director |
Member | 13 January 2026 |
| Mr Chandrasiri Kalupahana | Independent Non-Executive Director |
Member | 13 January 2026 |
During the year 2025, Mr Thilak Thilakarathne was appointed as a member to the Committee in place of Dr Mothilal de Silva. Mr Suren Amarasekera was appointed to the RC in place of Mr Raghvendra Madhav with effect from 13 January 2026. Mr Chandrasiri Kalupahana was also appointed a member of the Committee with effect from 13 January 2026. In terms of the provision of the Companies Act, Mr Lawrence Parataz, who is over 70 years of age, ceased to be a Director of the Company with effect from 14 May 2025 and accordingly, ceased to be a member of the RC.
The Company Secretary acts as the secretary to the RC. The Chairman of the Board of Directors, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief People Officer (CPO), and external advisers are invited to attend all, or any part of, the meetings as required. The CEO may be invited to meetings to discuss the performance of senior management; however, the Senior Management do not participate in discussions regarding their own remuneration.
Brief profiles of the members of the Board of Directors are presented in the Board of Directors section of the Annual Report on page 150, highlighting the Board’s diversity across experience, skills and age.
Terms of Reference
The RC operates under written Terms of Reference, which align with the Listing Rules of the Colombo Stock Exchange (CSE), and industry best practices. The primary purpose is to establish a formal and transparent procedure for developing a remuneration policy for Executive/Non-Executive Directors and key management personnel (KMP), ensuring it attracts, retains, and motivates talent without creating conflicts of interest.
Remuneration Policy
SLT’s remuneration policy is designed to be competitive, equitable, and sustainable, aligning the interests of management with those of shareholders. The policy takes into account the following:
- Company performance (both financial and non-financial).
- Industry benchmarks and market rates in Sri Lanka.
- Individual performance and responsibilities.
The remuneration policy is designed to reward, motivate, and retain SLT’s executive team through competitive market-based remuneration and benefits, thereby supporting the continued success of the business and the creation of shareholder value.
(a) The components of remuneration for key management personnel, including the CEO, are given below:
- Fixed remuneration: Base salary, taking into account scope of the role, experience, and market value.
- Variable pay: Performance-linked incentives/bonuses, based on achieving specific Key Performance Indicators (KPIs) (profitability, growth, etc.).
- Non-cash benefits: Provision of a transport allowance, medical insurance, and other allowances in line with corporate norms.
(b) The components of remuneration for Non-Executive Directors are given below:
All Non-Executive Directors, including the Chairman, receive a fee for serving on the Board of Directors and its subcommittees based on their attendance at meetings, aimed at ensuring their independence. They do not receive any performance-related incentive payments. All expenses incurred by Non-Executive Directors for attendance at meetings of SLT and its subsidiaries are reimbursed on an actual basis.
The aggregate remuneration paid to Non-Executive Directors for the year under review is disclosed in the Financial Statements on page 238. The Directors have no beneficial interests in any of the Group’s subsidiary undertakings.
The Committee is satisfied that the remuneration packages are aligned with the Company’s performance and its long-term sustainability.
Role and Responsibilities
The principal tasks of the Committee include the following:
- Recommend to the Board the formulation of proposals relating to the remuneration policy for Non-Executive Directors, Executive Directors, the CEO of SLT and its subsidiaries, and the executive management of SLT.
- Review and recommend annual bonus payments and salary increments for all employees of the SLT Group.
Activities and Focus During the Year
The Committee met four times during the financial year ended 31 December 2025. Key activities included the following:
- Assessed the performance of the CEO for 2025 and recommended salary increment accordingly.
- Assessed the performance of Chief Operating Officers and other KMPs of SLT’s subsidiaries and recommended salary adjustments accordingly.
- Reviewed and recommended, for the approval of the Board, the annual salary increases and bonuses for the staff of SLT and its subsidiaries for the year 2025, based on individual performance, achievement of the Companies’ KPIs, and in line with the respective company policies on performance management.
- Reviewed the progress of implementing the bell-curve performance management established in 2024, emphasising competency development, cultivating a performance-driven culture, and acquiring top talent for sustained competitive advantage.
- Reviewed the salary anomalies reported by non-executive staff and recommended Management’s proposals for the approval of the Board.
On behalf of the Remuneration Committee
Niel Unamboowe, P.C.
Chairman
14 May 2026