Financial Information

Annual Reports

Policies on Corporate Governance

Policy on the matters relating to the Board of Directors

The Board is committed to maintaining high standards of corporate governance and recognizes the importance of providing strong relationships and strategic guidance to management to achieve our company goals and objectives. This policy outlines the key values and principles of the Board of Directors at MBSL and establishes a framework for their key responsibilities and accountabilities, reserving specific strategic, business, operational, risk, and governance matters to the Board.

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Policy on Board Committees

This Board Committee Policy sets out the structure, roles, and responsibilities of each board committee. It aims to ensure that each committee operates with clear objectives and defined authority, thereby supporting the Board in fulfilling its fiduciary duties.

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Policy on Internal Code of Business conduct and Ethics for all Directors and employees.

This policy sets forth the standards and expectations for all Directors and employees, guiding their actions and decisions in alignment with our core values. It covers essential aspects such as compliance with laws and regulations, ethical decision-making, and fostering a respectful and inclusive workplace. By adhering to this code, we ensure that our conduct reflects the highest standards of professionalism and integrity, thereby maintaining the trust and confidence of our stakeholders and the broader community.

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Policy on trading in the Entity’s listed securities.

The Policy on Trading in the Entity’s Listed Securities is designed to promote fair and transparent trading practices, ensuring compliance with all applicable laws and regulations. This policy provides guidelines for Directors, employees, and other stakeholders on the appropriate conduct when trading the Entity’s securities.

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Policy on Risk management and Internal controls.

This policy outlines the company’s comprehensive approach to identifying, assessing, and managing risks, ensuring that we can anticipate and mitigate potential threats to our operations. By implementing stringent internal controls, we aim to safeguard our assets, maintain compliance with regulatory requirements, and uphold the highest standards of operational integrity to achieve company’s goals and objectives.

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Policy on Relations with Shareholders and Investors

Maintaining strong and transparent relationships with shareholders and investors is essential to the success and integrity of Merchant Bank of Sri Lanka & Finance PLC (MBSL). This policy outlines the commitment to effective communication, ensuring that shareholders and investors are well-informed about the financial performance, strategic direction, and key developments that support their informed decision-making.

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Policy on Environmental, Social and Governance Sustainability

This policy integrates ESG principles into MBSL operations and decision-making processes, focusing on environmental stewardship, social responsibility, and strong governance. The policy provides a framework for identifying, assessing, and managing ESG risks and opportunities, ensuring that company’s business practices align with global sustainability standards and stakeholder expectations.

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Policy on Whistleblowing

The Whistleblowing Policy is designed to provide a safe and confidential channel for employees, stakeholders, and other parties to report any unethical, illegal, or improper conduct without fear of retaliation. This policy outlines the procedures for reporting concerns, the protections afforded to whistleblowers, and the process for investigating and addressing reported issues. By fostering an environment where individuals feel empowered to speak up, we aim to uphold our ethical standards and ensure the continued trust and confidence of our stakeholders.

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Policy on Anti-Bribery and Corruption

The Anti-Bribery and Corruption Policy outlines the company’s zero-tolerance approach to bribery and corruption in all its forms. This policy applies to MBSL directors, all employees, agents, consultants, and any other third-party representatives of MBSL. It provides clear guidelines on identifying, preventing, and reporting any instances of bribery or corruption, ensuring compliance with all applicable laws and regulations.

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Policy on Corporate Governance, Nominations and Re-election

This policy outlines the procedure for the appointment of directors, aiming to maintain a Board of Directors that is diverse, skilled, and capable of guiding the company towards sustainable growth and compliance with regulatory standards. This is designed to ensure that MBSL’s governance framework upholds the highest standards of integrity, transparency, and accountability. The Nomination and Corporate Governance Committee of MBSL plays a pivotal role in this process.

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Policy on Remuneration

The Policy on Remuneration is designed to establish a fair, transparent, and competitive compensation framework for all employees of MBSL. MBSL being a subsidiary of a State Owned Enterprise the Bank of Ceylon, payments of the Board members is determined in accordance with Public Enterprises Circular No. PED 3/2015 dated 17.06.2015, and Circular No. PED 01/2020 dated 27.01.2020, issued by the Ministry of Finance.

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Policy on Corporate Disclosures

Section No: 3,4,5,7,8,9 of the Policy on Relations with Shareholders and Investors ensure that the company maintains the highest standards of transparency, accuracy, and timeliness in all its communications with stakeholders. This policy outlines the principles, procedures and mechanisms for disclosing material information, ensuring compliance with regulatory requirements and fostering trust with all our stakeholders.

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