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Its ratio of non-performing loans, ranging from just over 11% to more than 18%
since reporting began in 1998, was similarly among the highest in the industry.
In addition to the shortfall in capital adequacy, there were other areas where
the Bank failed to comply with minimum statutory requirements.
Seylan Bank was half the size of the countrys largest private bank in terms
of assets, yet it employed virtually the same number of staff.
Productivity, gauged by assets per staff member and earnings per staff
member, was below industry norms.
Restore the full confidence of customers and win back those who had
made pre-emptive withdrawals
The board provided senior management with new targets for reducing the
Banks ratio of non-performing loans (NPLs), which had risen above 30%
during the crisis.
The Case Study > Seylan Bank PLC Annual Report 2009 42
Credit authority limits were reduced at every level, with all lending appraisals to
be monitored by a Credit Committee that includes two members of the board.
Risk management moved to the top of the corporate agenda, beginning with
workshops with an overseas professional on assessment and management
practices for senior bank staff. The ultimate goal is to systematise risk
management throughout the Banks transactional operations.
Employees were informed that the Bank was unable to pay incremental
salary increases in the near term.
The anticipated April 2009 bonus was cancelled, and the gratuity formula
was reduced to half a months salary from previously enhanced levels.
Fuel benefits were curtailed, including for the senior management team
(which also accepted fewer perks for entertainment and other expenses).
All capital expenses were suspended unless they had the express approval of
the Executive Chairman and/or the board.
Human Resources
A study was initiated to examine the problem of Seylan Banks high staffing
ratio in relation to competing banks.
Arrangements were discontinued for some individuals who worked for the
Bank on a consulting basis.
The Banks organisational structure and depth of talent were improved with
the addition of several new people in key positions, including:
- a Chief Financial Officer (CFO)
- an Executive responsible for corporate and retail banking
- an Internal Auditor
- an Assistant General Manager (AGM) in charge of premises and supplies
- a head of private banking for high-net-worth customers
- a Deputy General Manager (DGM) in a new role overseeing Recoveries
- an external consultant in Information Technology.
The Banks two unions committed to cooperating with the new board. That
positive relationship is strengthened through monthly meetings in which
issues are discussed clearly and candidly, building an ongoing dialogue.
The Human Resources department has been brought under the management
of a DGM.
As these various pragmatic steps were being implemented, the board of
directors made another key decision: For the first time in its history, Seylan Bank
would begin developing a comprehensive three-year strategic plan (which will
be detailed in the next chapter of The Case Study). At the same time, discussions
were underway with the Central Bank regarding potential new sources of
capital, as it was agreed that new shareholders bringing a fresh infusion of cash
would help further stabilise the Bank, shore up investor confidence and pave
the way for the Central Banks ultimate ceding of full management control back
to the Seylan Bank board.
In March the Central Bank formally called for expressions of interest
from potential strategic partners in the recapitalisation of Seylan Bank. The
intended outcome was a new share issue that would result in an overall dilution
of holdings (as opposed to a divestiture by any of the current shareholders).
The Case Study > Seylan Bank PLC Annual Report 2009 44
A new wAy of doinG business
Another of the high-level commitments made by the new Seylan Bank board
was to demonstrate strict compliance with all industry-specific regulations and
other statutory provisions governing the financial services sector, including
adherence to Sri Lanka Accounting Standards. In March the Bank published
its draft accounts for the 2008 financial year. The board took this opportunity
to formally state its intent with regard to financial reporting:
Consequent to recent adverse market perception since December 2008,
the Bank under its new directorate has decided to clean up and strengthen its
Balance Sheet position by constantly evaluating its total investment portfolio,
including loans and advances and other investments giving weightage to its
realisability, market risk, interest rate risk and any other associated risks.
The Banks statement went on to explain that during the current financial
year, it had made provisions for falling value in its marketable investments and
loan portfolio, in keeping with International Accounting Standards and in fact
exceeding the guidelines stipulated by the Central Bank of Sri Lanka. Seylan
Bank had established a significant new benchmark, dispelling past criticisms with
a pledge to ensure clear, forthright and readily comparable reporting of results.
At the same time, there was renewed pressure to further differentiate
Seylan Bank from the troubled Ceylinco conglomerate with which it was too
closely - and now inappropriately - associated in the public mind. For the board
and senior executives, the answer was to stay focused on building a compelling
business case, showing how their Institutions fundamental strengths, reshaped
by a new Code of Conduct, would translate into positive results.
weLCome siGns of proGress
Interim results for the six months ended 30th June 2009 showed an after-tax
profit of Rs. 188 million for Seylan Bank and its subsidiaries (i.e., the Seylan
Group) and earnings per share of Rs. 4.5 - a dramatic improvement over the
first quarter. Moreover, a 20% reduction in expenditures compared to the same
period in 2008 demonstrated that the new cost-cutting measures were having
an impact. And while a provision of Rs. 296 Mn. for non-performing advances
45
definitely affected the bottom line, both liquidity and capital adequacy ratios
had already been restored to accepted levels. In short, the immediate crisis was
demonstrably past, and the steps toward longer-term recovery were already
yielding measurable success - at a time when much of the financial sector was
still mired in the global economic downturn.
Throughout the third quarter of 2009, there were many other signs of
progress:
By August the Bank had recovered about Rs. 300 Mn. from previously non-
performing loans. The boards pledge to reduce NPLs and step up recovery
efforts - including more aggressive pursuit of defaulters - was bearing fruit.
Cost-cutting by the end of August had yielded Rs. 860 Mn. in savings,
bringing the target of Rs. 1 Bn. for the year well within reach. (Indeed, cost
savings reached Rs. 1.2 Bn. by the end of October.)
Foreign remittances also increased significantly for the first half of the year,
totalling Rs. 12.7 Bn. Seylan Banks extensive network of international
money transfer agencies - recently augmented by new partnerships with
MoneyGram International, XPRESS MONEY and EzRemit - made it
easier than ever for expatriate workers and the Sri Lankan diaspora to send
funds home from abroad. The growth in this area indicated that the Banks
reputation was secure overseas as well.
ReBUILDInG THe BUSIneSS
The Case Study > Seylan Bank PLC Annual Report 2009 46
the reCApitALisAtion effort
As weve seen, the recovery of Seylan Bank stands out in the annals of banking
because it was achieved without any external infusions of emergency cash.
Through prudent management and implementation of the various measures
discussed above, the Banks declining liquid assets ratio was brought under
control and ultimately raised, by the end of August, to 23% - comfortably above
the minimum threshold of 20%. This was the single most significant sign of
restored stability that stakeholders had been waiting to see.
By year-end, the Banks liquid assets ratio had strengthened further to
29%. Meanwhile, its capital adequacy ratio, which had dropped as low as 8.0%,
had reversed direction, reaching 11.74% against the required 10% minimum.
To ensure the availability of capital for future growth, the Central Bank of
Sri Lanka made its aforementioned call for expressions of interest from
potential investors. On offer was a 33% stake in Seylan Bank for a specified
minimum investment of Rs. 5.7 Bn. Six parties expressed serious interest;
however, the bids they ultimately submitted were found to be not compliant
with the terms and conditions established for the deal.
The Central Bank therefore decided to pursue an alternative method
of recapitalising Seylan Bank - a new share issue that would combine a
private placement with a public offering to raise slightly more than Rs. 3 Bn.
In the private placement, two state-owned entities, Bank of Ceylon and
Sri Lanka Insurance Corporation, agreed to make a combined investment of
approximately Rs. 1.1 Bn. in new capital. The remaining Rs. 1.9 Bn. would
be raised through a public offering of 54,290,000 ordinary (voting) shares at
Rs. 35 per share. The issue, with a minimum subscription of 100 shares per
application, was set for 22nd September 2009.
47
The public offering was an extraordinary success, so much so that 10 days
later Seylan Bank announced it had been oversubscribed and all shares were
sold. The Executive Chairman, Mr. Narangoda, summed up the gratitude of
all bank employees:
Given the crisis the Bank underwent towards the end of last year, this
oversubscription is an unequivocal endorsement by the people of Sri Lanka
demonstrating the confidence they have in the Bank. This has been a great team
effort. On behalf of Seylan Bank, I thank everybody who contributed to this
success story and reassure them that Seylan Bank will grow from strength to
strength and live up to their expectations.
With the public and private share issues complete, the total stake in Seylan
Bank held by Government-owned institutions was now just over 28%, including
1.16% held by National Savings Bank. The highly successful initiative also
marked another milestone in the Ceylinco saga, as the resulting share dilution
further reduced the proportionate size of the conglomerates holding.
The Banks third-quarter results added further confirmation that Seylan
Bank was back on track. An after-tax profit of Rs. 503 Mn. for the nine months
ended 30th September compared favourably with a total of Rs. 155 Mn. for all
of 2008. At the same time, the board reported that advances had dropped by
Rs. 17 Bn for the year to date, and that recoveries had accelerated dramatically.
With these gratifying results and a large infusion of capital ensuring
continued stability and growth, Seylan Bank could now turn its attention
wholeheartedly to the future.
ReBUILDInG THe BUSIneSS
49
A SoUnD FUTURe
STRATeGY
Guided by a comprehensive strategic plan, Seylan Bank is
building a healthy, sustainable future for all stakeholders.
Faced with a uniquely challenging threat to its future as an institution, Seylan
Bank has prevailed by building on - and believing in - its core strengths. The
Bank welcomed the support of its partners, but at the same time took pride in
never needing the financial rescue sought by so many other banks around the
globe. In retrospect, its clear that what helped Seylan Bank most in quickly
recovering its stride was a collective grasp of the fundamentals:
N/A
N/A
N/A
the Remuneration Committee during 2009 comprised
of six Non-Executive Directors and was headed by
Mr. Nihal Jayamanne PC, an independent
Non-Executive Director.
the general Manager/CEO attended the meeting by
invitation wherever permissible.
the mandate of the Committee is to determine the
remuneration policies relating to directors, the
Chief Executive Officer and the Key Management
Personnel (KMPs) of the Bank; set goals and
targets for the CEO and KMPs and evaluate their
performance against these targets periodically to
determine the basis of revising remuneration and
other benefits paid.
the Committee met twice during the year.
the Report of the Remuneration Committee including
the Remuneration Policy is set out on page 103 of the
Annual Report.
* No meeting were held after 3rd December 2009 until 31st December 2009
nomination Committee
Rear Admiral (Rtd.)
B.A.J.g. Peiris (Chairman)
Mr. N.M. Jayamanne PC
Mr. F.N. goonewardena
(resigned on 3/12/09)
Mr. A.L. Devasurendra
(appointed w.e.f. 3/12/09)
Mr. S.P.S. Ranatunga
(appointed w.e.f. 13/01/10)
1
1
1
N/A*
N/A*
1
1
N/A
N/A
the Nomination Committee during 2009 comprised
of four Non-Executive Directors and was headed by
Rear Admiral (Rtd.) B.A.J.g. Peiris.
the Chairman, Executive Director and the CEO attend
the meeting by invitation wherever permissible.
the Committee met once during the year.
the Committee makes recommendations to the
board on the selection, appointment of new directors
and key management personnel, determine the
qualifications, experience and competencies
required by such personnel to hold office of the
CEO or other key posts, determine their succession
planning and recommend election of directors and
review the composition and structure of the board of
directors having due regard to the balance of skills
required to be maintained on the board.
* No meeting were held after 3rd December 2009 until 31st December 2009
Seylan Bank PLC Annual Report 2009 89
COlOMBO StOCk ExChAngE CORPORAtE
gOvERnAnCE REPORt
the Colombo Stock Exchange rules on Corporate
governance became mandatory for all listed entities
from the financial year commencing 1st April 2008
and for all licensed commercial banks which are
listed entities, from the financial year commencing
1st January 2009.
the Banks compliance with Rule 7.10 of the
CSE Revised Rules of Corporate governance from
the financial year commencing 1st January 2009 is
set out below:
Rule Status /Remarks
7.10.1 the Board of directors
(a) the board of directors should include at least
2 Non-Executive directors or 1/3rd of the total
number of directors whichever is higher.
(b) number of directors to be calculated based on
the number as at the conclusion of the immediately
preceding Annual general Meeting.
(c) Any change occurring to this ratio to be rectified
within 90 days from the date of the change.
Complied
As at 31st December 2009, the board comprised of
9 directors of whom 7 are Non-Executive Directors.
On 12th January 2010, an additional Non-Executive
Director was appointed to the board.
Profiles of these directors appear on pages 228 to
229 of the Annual Report.
7.10.2 Independent directors
(c) independent directors should be at least two Non-
Executive Directors or one-third of the Non-Executive
Directors appointed to the board, whichever is higher.
(d) Each Non-Executive Director to submit a signed
and dated declaration annually to the board of his/
her independence or non-independence against the
specified criteria.
Complied
three directors on the board viz. M/s. P.L.P. Withana,
N.M. Jayamanne PC and Rear Admiral (Rtd.) B.A.J.g.
Peiris are independent Non-Executive Directors of
the Company. Mr. F.N. goonewardena who resigned
from the board on 3rd December 2009 was also an
independent Non-Executive Director.
Complied
Signed and dated declarations have been provided
by the directors confirming their independent non-
executive status in compliance with the CSE Rules.
Seylan Bank PLC Annual Report 2009 90
Rule Status /Remarks
7.10.3 disclosure Relating to directors
(a) Determination made by board annually as to
the independence/non-independence of each Non-
Executive Director based on such declaration and
other information available to the board and set out
names of the independent directors in the Annual
Report.
(b) Where a Non-Executive Director does not qualify
as independent but where the board is of the opinion
he is nevertheless deemed to be independent, taking
into account all other circumstances.
(c) Publish a brief rsum of each director on
its board in the Annual Report which includes
information on the nature of his/her expertise in
relevant functional areas.
(d) Provision of a brief rsum to the CSE of a
new director appointed to the board and informing
matters itemised above.
Complied
Based on declarations received from the directors
by the year end, the independent status of M/s.
P.L.P. Withana, N.M. Jayamanne PC,
F.N. goonewardena and Rear Admiral (Rtd.)
B.A.J.g. Peiris is indicated on page 123 of the
Annual Report.
Not Applicable
Complied
Please refer pages 228 to 229 for profiles of directors.
Complied
7.10.5 Remuneration Committee
A listed company shall have a Remuneration
Committee in conformity with the following:
(a) Composition - comprise a minimum of two
independent Non-Executive Directors or
Non-Executive Directors, a majority of whom
shall be independent, whichever is higher.
One Non-Executive Director shall be appointed as
Chairman of the Committee by the board of directors.
(b) Functions - the Remuneration Committee
shall recommend the remuneration payable to the
Executive Directors and Chief Executive Officer
and/or equivalent position thereof to the board
which will make the final determination.
(c) Disclosure in the Annual Report set out the
names of directors comprising the Remuneration
Committee, contain a statement of the remuneration
policy and set out the aggregate remuneration paid to
Executive and Non-Executive Directors.
Complied
the Remuneration Committee comprises six Non-
Executive Directors of whom three are independent.
Complied
Mr. N.M. Jayamanne PC who is an independent Non-
Executive Director is the Chairman of the Committee.
Complied
Remuneration of the CEO and the emoluments
of the directors are recommended by the
Remuneration Committee.
Complied
Aggregate remuneration of directors and key
management personnel is given in Note 7 to
the Financial Statements. Please also refer the
Remuneration Committee Report on page 103 of
the Annual Report.
total remuneration paid to Executive and Non-
Executive Directors including by way of fees as at
31st December 2009 amounted to Rs. 10.779 Mn.
(2008 - Rs. 74.67 Mn.)
Seylan Bank PLC Annual Report 2009 91
Rule Status /Remarks
7.10.6 Audit Committee
A listed company shall have an Audit Committee in
conformity with the following:
(a) Composition - should comprise a minimum
of two independent Non-Executive Directors or
Non-Executive Directors, a majority of whom shall
be independent, whichever shall be higher.
One Non-Executive Director shall be appointed as
Chairman of the Committee by the board of directors.
Unless otherwise determined by the Audit
Committee the Chief Executive Officer and the
Chief Financial Officer of the listed company shall
attend Audit Committee meetings.
the Chairman or one member of the committee
should be a Member of a recognized professional
accounting body.
(b) Functions shall include -
Oversightofthepreparation,presentation
and adequacy of disclosures in the Financial
Statements of a listed company in accordance
with Sri Lanka Accounting Standards.
OversightoftheCompanyscompliancewith
financial reporting requirements, information
requirements of the Companies Act and other
relevant financial reporting related regulations
and requirements.
OversightoverprocessestoensureCompanys
internal controls and risk management are
adequate, to meet the requirements of the
Sri Lanka Auditing Standards.
Assessmentoftheindependenceand
performance of the companys External Auditors.
Tomakerecommendationstotheboard
pertaining to appointment, reappointment and
removal of External Auditors and to approve the
remuneration and terms of engagement of the
External Auditors.
Complied
the Audit Committee consists of three Non-Executive
Directors, of whom two are independent.
Complied
Mr. P.L.P. Withana, an independent Non-Executive
Director is the Chairman of the Committee.
Complied
the CEO and CFO attend the Committee meetings
by invitation.
Complied
in 2009, two members of the Committee were
members of recognised professional accounting
bodies and the Chairman of the Committee was a
member of the institute of Chartered Accountants
of Sri Lanka.
Complied
the Committee reviews all interim unaudited
and audited Financial Statements prepared in
conformity with Sri Lanka Accounting Standards.
Complied
Financial reporting requirements are strictly complied
in line with the Companies Act, Sri Lanka Accounting
Standards and regulatory requirements imposed by
the Colombo Stock Exchange and the Central Bank.
Complied
the Committee monitors and reviews the effectiveness
of the internal audit systems which includes the
internal audit and information system audit functions.
Complied
the Committee monitors and reviews the independence
of the External Auditors as part of its scope.
Complied
Seylan Bank PLC Annual Report 2009 92
Rule Status /Remarks
(c) Disclosure in the Annual Report
NamesofthedirectorscomprisingtheAudit
Committee to be disclosed in the Annual Report.
Thecommitteeshallmakeadetermination
of the independence of the Auditors and shall
disclose the basis for such determination in the
Annual Report.
TheAnnualReportshallcontainareportby
the Audit Committee, indicating the manner of
compliance in relation to the above.
Complied
Members of the Audit Committee are listed on page 86.
Complied
the Committee has determined the independence
of the Auditors and have disclosed the basis of their
determination in page 128 of the Annual Report.
Complied
Audit Committee Report is given on page 100 to 101
BAnkS COMPlIAnCE wIth thE COdE OF BESt PRACtICE On CORPORAtE gOvERnAnCE
ISSuEd JOIntlY BY thE SECuRItIES & ExChAngE COMMISSIOn OF SRI lAnkA (SEC) And
thE InStItutE OF ChARtEREd ACCOuntAntS OF SRI lAnkA (ICASl)
the Bank commenced voluntary compliance of the above Code of Best Practice commencing from January
2009 and the level and nature of compliance with the Code are set out below:
A. Annual Report
Subject & Ref. Corporate governance Principle level of Compliance
Chairman & CEO
A.2.1 & A.5.6
if Chairman and CEO is one and the
same person, disclose the name of the
Chairman/CEO and Senior independent
Director appointed and justification of
the decision to combine the positions.
As outlined earlier, the positions of
the Chairman and the CEO have been
separated.
the current Chairman, Mr. E. Narangoda
was appointed as a director to the board
on 30th December 2008 upon the re-
constitution of the Bank in terms of Section
30(9) of the Monetary Law Act). in view of
the exigencies of the situation the Bank was
faced with, he was appointed as Chairman
in an executive capacity by the new board of
directors on 5th January 2009.
the board has appointed
Mr. N.M. Jayamanne PC, an independent
Non-Executive Director of the Bank to
function as the Senior Director of the board.
Board Balance
A.5.5
Should identify the independent
Non-Executive Directors.
Complied
the board maintains the correct
balance of Executive and Non-Executive
Directors. Eight of the ten directors on
the board are Non-Executive Directors
whilst 1/3rd of the board comprise
independent Non-Executive Directors.
Seylan Bank PLC Annual Report 2009 93
Subject & Ref. Corporate governance Principle level of Compliance
Appointment of
New Directors
A.7.3
When new directors are appointed, the
following details should be disclosed.
abriefrsum of each such director;
thenatureofhisexpertiseinrelevant
functional areas;
thenamesofcompaniesinwhich
the director holds directorships or
memberships in board committees;
and
whethersuchdirectorcanbe
considered independent.
Complied
timely disclosure of details as required
herein of new appointments made to the
board are disclosed to the Colombo Stock
Exchange and also in the Annual Report.
Profiles of directors are given on pages
228 and 229.
Nominations
Committee
A.7.1
the Chairman and members of the
Nominations Committee should be
identified.
Chairman of the Committee is
Mr. N.M. Jayamanne PC who is an
independent Non-Executive Director.
Other members are Rear Admiral (Rtd.)
B.A.J.g. Peiris, M/s. A.L. Devasurendra
and S.P.S. Ranatunga (appointed
w.e.f. 13th January 2010).
Appraisal of
Board Performance
A.9.3
Should disclose how performance
evaluations have been conducted.
Complied
the boards performance for 2009 was
evaluated in January 2010 anonymously by
the directors against the following criteria:
Developingandmonitoring
implementation of strategy;
Levelofbusinessandfinancialacumen
and experience and level of contribution
to the board in driving business goals
and formulating strategy and policies;
Ensuringrobustandeffectiverisk
management;
Managementofrelationswith
stakeholders including Employee
relations;
Ensuringeffectivenessofinternal
control mechanisms;
Creditmanagementandmonitoring;
Effectivenessofboardsubcommittees;
Dischargeofstatutoryandregulatory
duties and other responsibilities of the
board;
Corporategovernancecompliance:
Re-visitingHumanResourcesand
Procurement policies;
Overallviewofthemanagement
of the business.
Seylan Bank PLC Annual Report 2009 94
Subject & Ref. Corporate governance Principle level of Compliance
Board Related
Disclosures
A.10.1
the following details pertaining to each
director should be disclosed.
name,qualificationandbriefprofile;
thenatureofhis/herexpertisein
relevant functional areas;
immediatefamilyand/ormaterial
business relationship with other
directors of the Company;
namesofotherlistedcompanies
in Sri Lanka in which the director
concerned serves as a director;
namesofcompaniesinwhichthe
director concerned serves as a
director and/or the fact that he/
she holds other directorships in the
group Companies;
number/percentageofboard
meetings of the Company attended
during the year;
namesoftheCommitteesinwhich
the director serves as the Chairman
or a member; and
number/percentageofcommittee
meetings attended during the year.
Complied
Directors profiles giving their
qualifications, areas of expertise etc. are
given on pages 228 to 229.
Details of directorships/other positions held,
directors interests in contracts and related
party transactions are given on pages 129
and 133 and also disclosed in Notes 42 and
43 of the Financial Statements.
Details of board meetings and board
subcommittees, their composition,
attendance by directors of meetings held
during the year are given on pages 84
and 86 to 88 of the Annual Report.
Disclosure
of Remuneration
B.3
AStatementofRemunerationPolicy
and details of remuneration of the
board as a whole.
Complied
Please refer Remuneration Committee
Report on page 103 and also Notes 7 and 42
of the Audited Financial Statements.
Major transactions
C.2
All major transactions entered into by
the Company should be disclosed.
there were no major transactions entered
into by the Company during the year under
review which fell within the definition of
Section 185 of the Companies Act No. 07
of 2007 which materially affected the asset
base of the Company.
Seylan Bank PLC Annual Report 2009 95
Subject & Ref. Corporate governance Principle level of Compliance
Audit Committee
D.3.4
NamesofthemembersoftheAudit
Committee should be disclosed.
Basisfordeterminingthe
independence of auditors.
Complied
Please refer the Audit Committee Report
on page 100 to 101.
Please refer page 128 of the Annual Report.
Code of Business
Conduct and Ethics
D.4.1 & D.4.2
ShoulddisclosewhethertheCompany
has a Code of Business Conduct &
Ethics for directors and members of
the senior management team.
Shouldalsodiscloseanaffirmative
declaration that they have abided by
such Code.
TheChairmanmustcertifythathe/
she is not aware of any violation of
any of the provisions of this Code.
Complied
going Concern
D.1.5
Should report that the Company is a going
concern, with supporting assumptions
and qualifications as necessary.
Complied
Please refer Statement of Directors
Responsibility for Financial Statements
B. Remuneration Committee Report
Subject & Ref. disclosure Remarks
Members of
Remuneration
Committee
B.1.3
the names of the members of
Remuneration Committee should
be disclosed in the Remuneration
Committee Report.
Complied
Please refer the Remuneration Committee
Report on page 103 of the Annual Report
and also page 124 of the Annual Report of
the board of directors.
Seylan Bank PLC Annual Report 2009 96
C. directors Report
Subject & Ref. disclosure Remarks
Directors Report
D.1.2
Should contain the following
declarations made by the directors
TheCompanyhasnotengagedin
any activities, which contravenes
laws and regulations;
Thedirectorshavedeclaredall
material interests in contracts
involving the Company and refrained
from voting on matters in which they
were materially interested;
TheCompanyhasmadeall
endeavours to ensure the equitable
treatment of shareholders;
Complied
Please refer pages 119 to 133 of the
Annual Report of the board of directors.
Thebusinessisagoingconcern
with supporting assumptions or
qualifications as necessary; and
Theyhaveconductedareviewof
internal controls covering financial,
operational and compliance controls
and risk management and have
obtained reasonable assurance of
their effectiveness and successful
adherence herewith.
Please also refer the Audit Committee
Report and the Risk Management Report
set out on pages 100 to 101 and 63 to 74
respectively in the Annual Report.
d. Financial Statements
Subject & Ref. disclosure Remarks
Financial Statements
D.1.3
Theboardofdirectorsshouldinclude
a Statement of Responsibility for
the preparation and presentation of
Financial Statements.
Auditorsshouldalsohaveastatement
about their reporting responsibility.
Complied
Please refer pages 134 and 135 of the
Annual Report.
Please refer pages 136 to 137 of the
Annual Report.
Seylan Bank PLC Annual Report 2009 97
E. Management Report
Subject & Ref. disclosure Remarks
Management Report
D.1.4
Should include a Management
Discussion and Analysis Report
discussing at least the following issues:
industrystructureanddevelopments;
opportunitiesandthreats;
risksandconcerns;
internalcontrolsystemsandtheir
adequacy;
socialandenvironmentalprotection
activities carried out by the Company;
financialperformance;
materialdevelopmentsinhuman
resources/industrial relations; and
prospectsforthefuture
Complied
Please refer pages 57 to 62
of the Annual Report.
F. Corporate governance Report
Subject & Ref. disclosure Remarks
Corporate governance
Report
D.5.1
Should disclose the manner and extent
to which the Company has complied with
the principles and provisions of the Code.
Complied
g. Audit Committee Report
Subject & Ref. disclosure Remarks
Audit Committee
Report
D.3.3.
Should set out the work carried out by
the Committee.
Complied
Please refer page 100 to 101 of the Annual
Report for the Audit Committee Report.
OthER MAttERS
Compliance
the Banks Compliance Department is responsible
for ensuring the Banks compliance with banking
regulations and the compliance requirements under
specific statutes namely, the Prevention of Money
Laundering Act, No. 5 of 2006, the Convention on
the Suppression of terrorist Financing Act, No. 25
of 2005 and the Financial transactions Reporting
Act, No. 6 of 2006. the Bank has fully implemented
the additional requirements in terms of Central
Banks regulations on Know Your Customer (KYC)
and Customer Due Diligence (CDD). internal
guidelines were formulated and circulated on KYC
and CDD. External training and periodic extensive
internal training programmes have been organised
to educate and update the staff.
Monthly, quarterly and half yearly compliance
reports are forwarded to the Central Bank
confirming the Banks compliance with the
regulations under Banking Act and its amendments.
the board is apprised of the status of compliance
by the Bank on a regular basis whilst a detailed
compliance report is submitted on a monthly basis.
Seylan Bank PLC Annual Report 2009 98
IntERnAl COntROl SYStEMS
the establishment of an effective internal control
system is a pre-requisite to conduct banking
business in an orderly manner, safeguard its assets
and secure as far as practicable the accuracy and
reliability of records.
the two major internal control systems
prevalent in the Bank include the internal audit
and information system audit. the internal
Audit Department is an independent assurance
function established within the Bank to examine
and evaluate its activities. the internal Audit
Department of the Bank carries out regular reviews
on the internal control system to assist members of
the organisation, especially management and the
board of directors, in the effective discharge of their
responsibilities by furnishing them with analyses,
appraisals, recommendations, counsel, and
information concerning the activities reviewed and
by promoting effective control at reasonable cost.
through an effective internal audit mechanism,
the risks associated with business decisions
taken to improve productivity through enhanced
customer services are closely monitored, assessed
and wherever deemed necessary tools employed to
manage risks are introduced and existing systems
further strengthened. the process of identifying
and evaluating and effectively managing risks
associated with business processes and their
supporting functions is reviewed by the board on a
quarterly basis through the Audit Committee.
the information Systems Audit (iSA)
Department plays a key role in the Banks internal
control system and it governance structure. iSA
provides information system governance, assurance
and risk management services to the Bank ensuring
that the corporate information system assets are
safeguarded and banking services are delivered in
an efficient, reliable and effective manner whilst
protecting stakeholders interest. iSA Department
is engaged in implementing it governance and
information Security Management Programmes
that are in compliance with the industry standards
such as Control Objectives for information and
Related technologies (COBit), iSO 27001 and
generally Accepted good Practice (gAgP). Recently
the Business Continuity Management Plans have
been prepared for the Bank as guided by the Central
Bank and required structures and processes are
in place to recover and resume its critical banking
functions in a disaster situation.
CORRECtIvE ACtIOn /IMPROvEMEntS
EFFECtEd BY thE nEw BOARd
in view of the Bank not being fully compliant
prior to 2009 with some of the provisions outlined
above, the newly constituted board commenced
adherence with the Central Bank Code of Corporate
governance from 2009.
Also with the CSE Rules of Corporate
governance becoming mandatory from the financial
year commencing 1st January 2009, focus was
given to both these regulations. the board also took
cognisance of and became compliant with the Code
on Corporate governance issued jointly by the SEC
and iCASL in October 2008 as outlined above.
the board which was appointed on 30th
December 2008 (upon the Seylan Bank board
being reconstituted) initially functioned with six
directors two of whom were appointed as Executive
Directors and four being Non-Executive Directors.
the board is headed by an Executive Chairman. the
board comprised the correct mix of Executive and
Non-Executive Directors. the four Non-Executive
Directors fell within the criteria specified for
independent directors within the meaning of both
Section 3 (2) (iv) of the CBSL Code and Rule 7.10.4 of
the CSE Rules. the Bank has further ensured that
all directors fall within the fit and proper criteria
laid down by the Central Bank under Section 42 of
the Banking Act No. 30 of 1988 (as amended).
the new board also formulated a three-year
Strategic Plan for the Bank under which a major
restructuring and reorganisation of the Bank took
place. the Strategic Plan has already been rolled
out and the results of same will be seen towards
the latter part of 2010/early 2011.
Seylan Bank PLC Annual Report 2009 99
the board focused much of their attention
on the following during 2009 in order to revive the
Banks operations and bring it to a point of stability
as well as to promote and promulgate a productive
work culture within the Bank:
(A) Re-evaluation of lending criteria in terms of
credit appraisals, approvals, collateral, single
borrower limits, monitoring and follow up.
(B) Non-performing loan classification and
income recognition: Strict compliance
with CBSL guidelines, reversal of interest
recognised, revaluation of collateral and loan
loss provisions etc.
(C) Reviewing and revising delegated authority of
line Management for lending based on past
loan failures and officers credit expertise.
(D) Setting out delegated authority for procurement,
supplies and administration.
(E) Human resources areas - comprehensive
revamping of HR policies including
implementation of Disciplinary Code, Staff
Promotion and transfer and Rotation Policy,
Retention Policy, Recruitment Policy and
other policies on performance, training and
secondment.
(F) Strategic Plan and reorganisation.
All the board subcommittees were reconstituted
viz. Audit Committee, Credit Committee, integrated
Risk Management Committee and Nominations
Committee. terms of reference for each of the
Committees were formulated/revised and approved by
the new board.
New committees were also formed viz. Strategic
Planning, Sustainability and Marketing and Product
Development Committees which commenced their
activities in 2010.
All subcommittees have met for a minimum
of two meetings for the year except for the
Nominations Committee. the Audit Committee has
met 7 times during the year.
Upon the completion of the Central Bank
assisted re-capitalisation process of the Bank, four
additional directors were appointed to the board in
November 2009 and one director in January 2010.
With the appointment of the additional directors,
the board restructured the board subcommittees.
A Strategic Planning Committee of the board was
also formed to give further impetus to the effective
implementation of the Strategic Plan. All directors
are members of this Committee which had its first
meeting in January 2010.
OthER ACtIOnS tAkEn /IMPROvEMEntS
tO BE EFFECtEd In FutuRE
All new appointments made to the board in 2009
were as a result of the re-capitalisation process
undergone by the Bank which concluded in November
2009 and as such the Nominations Committee has
not focused its attention during 2009 towards having
a formal board approved procedure for the selection
of/recommendation of new directors to the board.
this will be put in place in 2010.
Further, in carrying out the boards
responsibility of implementing succession strategy
for the CEO and Key Management Personnel
(KMPs), the Nominations Committee is currently in
the process of working out a succession plan for
the CEO and the KMPs of the Bank.
Seylan Bank PLC Annual Report 2009 100
AUDit COMMittEE REPORt
COMPOSItIOn OF thE AudIt COMMIttEE
the Board Audit Committee comprises of
three Non-Executive Directors of the Bank, the
majority of whom are independent. Consequent
to the re-constitution of the board of directors, all
subcommittees of the board were also re-
constituted and the following directors were
appointed to the Audit Committee in 2009. viz -
Mr. Lalith Withana (Chairman)
Mr. Naomal goonewardena
(resigned on 3rd December 2009)
Mr. Nihal Jayamanne PC
(appointed w.e.f. 24th February 2009)
Mr. Pradeep Kariyawasam
(appointed w.e.f. 3rd December 2009)
the Chairman of the Committee is Mr. Lalith
Withana, who is an independent Non-Executive
Director and a Fellow of the institute of Chartered
Accountants of Sri Lanka. Mr. Nihal Jayamanne
PC is also an independent Non-Executive Director,
whilst Mr. Kariyawasam is a Non-Executive Director.
Mr. Naomal goonewardena, an independent
Non-Executive Director of the board and who is a
Chartered Financial Analyst, Associate Member of
the institute of Chartered Accountants of Sri Lanka
(ACA) and Associate Member of the Chartered
institute of Management Accountants (ACMA),
U.K., functioned as a member of the Committee
until his resignation on 3rd December 2009. the
Executive Director Mr. Nadarajah, Chief Executive
Officer, Chief Financial Officer and Deputy general
Manager, internal Audit attend committee meetings
by invitation. the External Auditors attend the
meetings whenever the Committee requires their
presence. the Company Secretary functions as the
Secretary to the Audit Committee.
MEEtIngS
As per the Audit Committee Charter, the Committee
is required to meet at least 4 times a year. However
during the year under review, the Committee
met seven times and reports of internal and
external audits were discussed at these meetings.
Attendance of the members at these Committee
meetings are given on page 86 of this Annual
Report. the Minutes of the Committee were made
available to the board of directors for information
and necessary action.
tERMS OF REFEREnCE
the new Charter of the Audit Committee that was
approved by the board at the beginning of the year
defines the role, responsibilities and powers of the
Audit Committee and it ensures that the composition
and the activities of the Audit Committee are in line
with international Best Practices and Corporate
governance Rules as laid down in Section 3 (6) (ii)
of the Banking Act Direction No. 11 of 2007, titled
Corporate governance for Licensed Commercial
Banks in Sri Lanka and subsequent amendments
thereto, Rule 7.10.6 of the Listing Rules of the
Colombo Stock Exchange and the Code of Best
Practice on Corporate governance jointly issued by
the Securities & Exchange Commission of Sri Lanka
(SEC) and the institute of Chartered Accountants of
Sri Lanka (iCASL).
MAIn RESPOnSIBIlItIES
the main objective of the Audit Committee is to
assist the board of directors to effectively carry
out its responsibilities relating to financials and
other connected affairs of the Bank. the main
responsibilities include -
1. Reviewing and monitoring the integrity of the
Financial Statements, financial reporting,
information databases and audit process.
2. Examining any matter relating to financial and
other connected affairs of the Bank.
3. Monitor all internal and external audits and
inspection programmes.
4. Review and take action on all internal and
external audit reports and follow-up on the
recommendations.
5. Review and monitor it governance activities.
6. Review and monitor the systems of internal
controls.
7. Review and monitor the system for approval
and monitoring of expenses including capital
expenditure.
8. Review and monitor statutory and regulatory
compliance process.
Seylan Bank PLC Annual Report 2009 101
9. Approving the annual internal audit plans.
10. Review Banks annual and interim Financial
Statements.
11. Review the process of carrying out investigations
wherever necessary to assist the board.
ACtIvItIES duRIng thE YEAR
Committee carried out the following activities
during the year under review:
1. Audit Charter
A new audit charter was prepared and approved
during the year.
2. Financial Reporting
the Committee discussed and reviewed the
financial reporting process in the Bank on behalf
of the board. All interim Financial Statements
and annual Financial Statements were reviewed
prior to their release for compliance with statutory
and regulatory requirements including the
Sri Lanka Accounting Standards, the Companies
Act No. 07 of 2007, Sri Lanka Accounting and
Auditing Standards Act No. 15 of 1995, the Banking
Act No. 30 of 1988 (as amended). Conformity was
also ensured to other regulatory requirements
such as the Listing Rules of the Colombo Stock
Exchange and Banking Act Direction No. 11 of 2007
and subsequent amendments thereto.
3. Regulatory Compliance
Procedures were in place to ensure compliance
with banking and other statutory regulations.
During the year, these procedures were reviewed
through monthly/quarterly reports submitted by
the senior management to the board of directors.
4. Internal Audit and Inspection
Bank was able to prepare an annual audit plan
for the year under review. A total of 39 audits
and 90 investigations were carried out. the Audit
Division was also restructured and a new DgM
was recruited, who has an extensive industry and
auditing experience. Work is currently in progress
to restructure the internal Audit Division again
combining the information systems audit functions
with the Division. the Committee reviews and
monitors the effectiveness of the internal audit and
inspection functions and the performance of the
internal Audit and inspection Department.
5. External Audit
the Committee met with the External Auditors -
KPMg Ford, Rhodes, thornton & Co., during
the year to discuss the Management letters and
the Financial Statements and also to plan out
the scope, approach and the methodology to be
adopted in carrying out the annual audit.
6. Audit Manual
the Committee has approved outsourcing the
preparation of a risk-based internal Audit Manual
for the Bank to PricewaterhouseCoopers, Chartered
Accountants.
7. governance
the Committee also ensured that good corporate
governance was practiced in conformity with the
Banking Act Direction No. 11 of 2007 and subsequent
amendments thereto (Central Bank Code of Corporate
governance for licensed commercial banks), the
Listing Rules of the Colombo Stock Exchange and
the Code of Best Practice on Corporate governance
issued jointly by the SEC & iCASL and the appropriate
procedures were in place to conduct independent
investigations whenever it was needed.
8. Evaluation of the Committee
As authorised by the board, the Nominations
Subcommittee of the board through an annual
evaluation, assessed the effectiveness of the Audit
Committee as satisfactory.
the Audit Committee has recommended to the
board of directors that Messrs KPMg Ford, Rhodes,
thornton & Co., be re-appointed as Auditors for the
financial year ending 31st December, 2010 subject
to the approval of shareholders at the next Annual
general Meeting.
lalith withana
Chairman - Audit Committee
26th January 2010
Seylan Bank PLC Annual Report 2009 102
BOARD iNtEgRAtED RiSK MANAgEMENt COMMittEE REPORt
COMPOSItIOn OF thE COMMIttEE
the Board integrated Risk Management Committee
was set up in 2007. During the year 2009, the
composition was changed and new board members
were appointed to the Committee. the Committee
comprised of the following during the year 2009:
44.337
Seylan Merchant Bank PLC - Audited Accounts signed on 05th November 2009.
Seylan Developments PLC - Audited Accounts signed on 29th June 2009 (comparative figures were
restated in 2009 Audited Financial Statement dated 08th February 2010).
47.a income Statement for the year ended 31st December 2008
Seylan Merchant Bank PLC Seylan Developments PLC
2008
Restated
2008
Published Change
2008
Restated
2008
Published Change
Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000
Income 1,180,717 920,433 260,284 292,235 280,883 11,352
Net Interest Income 96,315 44,171 52,145 (93,175) (92,599) (576)
Other Income 321,358 164,537 156,821 278,382 267,029 11,353
Operating Income 417,673 208,708 208,965 185,207 174,430 10,777
Less: Operating Expenses 1,072,806 362,377 710,429 570,612 515,023 55,589
Profit/(Loss) before Taxation (655,133) (153,669) (501,464) (385,405) (340,593) (44,812)
Less: Income Tax Expense 41,947 (922) 42,869 7,062 7,062
Profit/(Loss) after Taxation (697,080) (152,747) (544,333) (392,467) (347,655) (44,812)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Seylan Bank PLC Annual Report 2009 225
47.b balance Sheet as at 31st December 2008
Seylan Merchant Bank PLC Seylan Developments PLC
2008
Restated
2008
Published Change
2008
Restated
2008
Published Change
Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000
Total Assets 4,224,557 4,850,023 (625,466) 3,510,440 3,558,831 (48,391)
Liabilities 4,302,511 4,387,914 (85,403) 1,220,507 1,216,478 4,029
Equity (152,280) 381,099 (533,379) 2,289,933 2,342,353 (52,420)
Minority Interest 74,326 81,010 (6,684)
Total Liabilities & Equity 4,224,557 4,850,023 (625,466) 3,510,440 3,558,831 (48,391)
47.c reconciliation of Profit After tax as at 31st December 2008
Rs.000
Change in Profit of Seylan Merchant Bank PLC (SMB) (544,333)
Change in Profit of Seylan Developments PLC (SD) (44,812)
Elimination of Provision made by SMB for SD Shares 7,690
Change in Profit Portion of Associate Company Profits & its Classification 2,441
Impact of Non-Uniform Accounting Policies by Subsidiaries (127,615)
(706,629)
Adjustment to Equity Holders of the Bank (309,485)
Minority Holders (397,144)
(706,629)
47.d reconciliation of Equity as at 31st December 2008
Rs.000
Change in Equity of Seylan Merchant Bank PLC (SMB) - Attributable to Equity Holders of the Bank (533,379)
- Attributable to Minority Interest (6,684)
Change in Equity of Seylan Developments PLC (SD) (52,420)
Elimination of Provision made by SMB for SD Shares 7,690
Impact of Non-Uniform Accounting Policies by Subsidiaries (Note 48 (b)) (397,817)
(982,610)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Seylan Bank PLC Annual Report 2009 226
48. non-uniforM AccountinG PoliciES
The impact of non-uniform accounting policies adopted by subsidiary companies has been adjusted in the
Consolidated Financial Statements as set out below:
48.a Depreciation Adjustment due to Different rates Applied by Seylan bank Asset
Management limited
Rs. 000 Rs. 000
Group Impact
Rs. 000
Minority Impact
charges Depreciation Adjusted to income Statement of 2008
Depreciation Charge as per the Seylan Bank Rates 5,878 5,878
Depreciation Charge as per the Seylan Bank Asset
Management Limited Rates 6,231 6,231
Charge made to Consolidated Financial Statements (353) (353)
48.b Adjustment due to Different Accounting Policies for investment Properties by Seylan
Developments Plc (fair value), whereas the bank Accounts investment Properties at cost
Rs. 000 Rs. 000
Group Impact
Rs. 000
Minority Impact
reversal of revaluation Gains
Reversal of Revaluation Gains Adjusted to Opening Balance
of Equity in 2008 (48.c) (203,751) (103,933) (99,818)
Reversal of Revaluation Gains Adjusted to
Income Statement of 2008 (48.c) (105,465) (53,798) (51,667)
Reversal of Revaluation Gains Adjusted to
Income Statement of 2009 (115,149) (57,908) (57,241)
(424,365) (215,639) (208,726)
charging of Depreciation
Charges Depreciation Adjusted to Opening Balance of Equity
in 2008 (48.c) (66,451) (33,897) (32,554)
Charges Depreciation Adjusted to Income Statement
of 2008 (48.c) (22,150) (11,299) (10,851)
Charges Depreciation Adjusted to Income Statement of 2009 (20,066) (10,091) (9,975)
(108,667) (55,287) (53,380)
total Adjustment Made - income/(charge) (533,032) (270,926) (262,106)
48.c impact on opening Equity
rs. 000
Revaluation gain 309,216
Depreciation 88,601
397,817
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APPENDIX
Profiles of the Board of Directors 228
Senior Management Team 230
Ten Year Summary 232
Summary of Performance Indicators 233
US$ Accounts 234
Investor Information 236
Branch Network 241
Geographical Analysis 243
Glossary 244
Corporate Information 245
GRI Compliance Index 246
Subject Index 248
Notice of Meeting 249
Sinhala Translations 250
Tamil Translations 252
Form of Proxy Enclosed
Seylan Bank PLC Annual Report 2009 228
PROFILES OF thE BOARd OF dIRECtORS
Mr. Eastman Narangoda
Executive Chairman
BA (Econ.), FIB, FIMS (UK), FItd (SL),
dip. in Advanced Bank Management
(Stockholm)
Mr. Eastman Narangoda has vast
experience in the Sri Lankan banking
sector. he spearheaded National
Savings Bank as its General Manager/
CEO for over five years. during his
tenure, NSB was awarded AAA rating by
Fitch Ratings for four consecutive years.
Mr. Narangoda is a former President
of the Association of Professional Bankers
of Sri Lanka and had held the positions
of director/Vice-Chairman of Financial
Ombudsman (Sri Lanka) Limited, director
of NSB Fund Management Co., Asha
Central hospital Limited and Mercantile
Leasing Limited and had also been a
director of the Institute of Bankers. he
was also appointed as the Commissioner
of the Presidential Commission on Failed
Finance Companies. he is currently a
director of Wealth trust Corporation (Pvt)
Limited and the President of Sri Lanka
Institute of training and development.
Mr. Narangoda was appointed to the
Board of Seylan Bank PLC on
30th december 2008.
Mr. R. Nadarajah Executive Director
B.Sc. (hons.), MBA, FCIB (London)
Mr. Ramanathan Nadarajah brings with
him 40 years of banking experience in
both state and private sector banks. he
served as Managing director/General
Manager/CEO of Pan Asia Bank for six
years and previously served at Bank of
Ceylon in various capacities including
as a deputy General Manager. he was
the inaugural President of the Primary
dealers Association and has been a
Past President of the Association of
Professional Bankers of Sri Lanka.
Mr. Nadarajah was appointed to the
Board of Seylan Bank PLC on
8th January 2009.
Mr. Nihal Jayamanne - Presidents
Counsel Director
Mr. Nihal Jayamanne PC is an eminent
lawyer and holds key offices in the fields
of law, including as Member of the
Advisory Council of Jurists of the Asia
Pacific Forum for the Advancement of
human Rights, Chairman-Law College
Foundation and Member of the Board of
trustees of the Judicial Infrastructure
Maintenance trust. he was also the
President of the Bar Association of
Sri Lanka, the Vice-President
of SAARCLAW and a Member of the
Law Commission of Sri Lanka and of
the National Police Commission of
Sri Lanka. Mr. Jayamanne PC is on the
Boards of SriLankan Airlines Limited
and SriLankan Catering (Pvt) Limited.
he is also a former Commissioner of
the telecom Regulatory Commission of
Sri Lanka and a former member of the
Council of Legal Education.
Mr. Jayamanne was appointed to the
Board of Seylan Bank PLC on
30th december 2008.
Mr. Lalith Withana Director
MBA, BA (hons.), FCMA, FCA
Mr. Lalith Withana counts over 20 years
in management positions within the
corporate sector of which more than
12 years have been at senior levels in
banking, trade and manufacturing, with
experience at organisations such as
Brandix, Messrs Ernst & Young, Amro
Bank, IBM and Carson Cumberbatch PLC.
he currently holds the position of
Consultant at Brandix Asia Limited
and has also been the CEO of Brandix
Casualware Limited, Brandix Lightsew
Limited and CEO - Procurement of
Brandix Apparels Limited. he had
served on the Boards of Bank of Ceylon,
dankotuwa Porcelain PLC, Merchant
Bank of Sri Lanka and Ceylease Financial
Services Limited. he had also been a
Commissioner of the telecommunication
Regulatory Commission.
Mr. Withana was appointed to
the Board of Seylan Bank PLC on
30th december 2008.
Rear Admiral (Rtd.) B.A.J.G. Peiris
Director
RSP, VSV, USP, ndc, psc, dISS
Rear Admiral (Rtd.) Ananda Peiris is a
decorated officer of the Sri Lanka Navy
counting a service record of over 34
years. his naval experience includes
serving as the Area Commander -
Eastern Naval Command, Western
Naval Command and Southern Naval
Command. he was also twice appointed
the deputy Area Commander of
Northern Naval Command and Squadron
Commander Fast Attack Craft and has
taken part in almost all major operations
in the North and East. he had also been
the director - Naval Administration &
Welfare, director - Naval Personnel &
training and director General (Services),
Sri Lanka Navy. he retired from the
regular naval service on 29th January
2009 and has since been mobilised to the
regular naval reserve. he currently holds
the post of director General - Sri Lanka
Civil defence Force to which position he
was appointed in mid February 2010.
Rear Admiral (Rtd.) Ananda Peiris
was granted the accolades of Rana
Sura Padakkama (RSP), Vishishta Sewa
Vibhushanaya (VSV) and Uttama Seva
Padakkama (USP) for his service to
the nation, while he was also awarded
several medals during his tenure of
service in the Navy including Sri Lanka
Navy 50th Anniversary Medal (2001),
Sri Lanka Armed Services Long Service
Medal, Presidents Inauguration Medal
(1978), North-East Operation Medal and
Purna Bumi Padakkama.
Rear Admiral (Rtd.) Ananda Peiris was
appointed to the Board of Seylan Bank
PLC with effect from 8th January 2009.
he was also elected as the Chairman
of the Banks subsidiary, Seylan
developments PLC (formerly Ceylinco
Seylan developments PLC) with effect
from 11th September 2009.
Mr. Pradeep G.S. Kariyawasam Director
Mr. Pradeep Kariyawasam is the
present Chairman of Sri Lanka
Insurance Corporation Limited and is
also on the Board of Lanka hospitals
Corporation PLC (Apollo hospitals).
Mr. Kariyawasam is a senior corporate
figure with over thirty years of experience
in the private sector, of which over
15 years has been as Chief Executive
and General Manager level at Unimo
Enterprises, United Motors Lanka PLC
and Browns Group of Companies.
Mr. Kariyawasam could also be singularly
credited in the setting-up of overall
operations at Ceylinco Limited, the
foremost Principal Agency of National
Insurance Corporation during a 3-year
period from the late 80s to early 90s. his
extensive experience in marketing and
sales management encompasses a cross
section of large corporate conglomerates.
Mr. Kariyawasam has also functioned
as a respected consultant in business
management and project management.
he holds a Certificate of Marketing from
CIM (UK).
Seylan Bank PLC Annual Report 2009 229
Mr. Pradeep Kariyawasam was
appointed to the Board of Seylan Bank
PLC on 10th November 2009.
Dr. Nalaka H. Godahewa Director
Ph.d. (University of South Australia), MBA
(Sri J.), B.Sc. Eng. (Moratuwa), FCIMA (UK),
FCMA (Aus.) and FCIM (UK)
dr. Nalaka Godahewa is the Managing
director of Sri Lanka Insurance
Corporation and is also on the board
of Lanka hospitals Corporation PLC
(Apollo hospitals) and CSC Kandia
(Pvt) Limited. he gained managerial
and leadership experience at some
of Sri Lankas leading corporate
institutions including Unilever, Suntel
and apparel giant MAS. Whilst at MAS
holdings, he was the CEO of several
overseas operations. dr. Godahewa is
academically and professionally qualified
in the multiple fields of engineering,
marketing and finance. he holds a Ph.d.
from the University of South Australia
as well as a B.Sc. in Electronics and
telecommunication Engineering from the
Moratuwa University and a MBA from the
University of Sri Jayewardenepura. he is
also a Fellow Member of the Chartered
Institute of Management Accountants
(UK), a Fellow Member of the Institute
of Certified Management Accountants
(Aus.) and a Fellow Member of the
Chartered Institute of Marketing (UK).
he has also served as Consultant to the
Board of Investment and as Chairman,
Imperial College of Business Studies.
dr. Godahewa is currently the President
of the Sri Lanka branch of the Institute
of Certified Management Accountants
of Australia, honorary President of the
Global Marketing Network and Chairman
of the Association of Licensed Banker
Operations of Sri Lanka.
dr. Nalaka Godahewa was appointed
to the Board of Seylan Bank PLC on 10th
November 2009.
Mr. Ajith L. Devasurendra Director
Mr. Ajith devasurendra counts over
30 years experience both in Sri Lanka
and overseas in the financial sector.
he is currently the deputy Chairman
of Brown & Company PLC, Managing
director/CEO of taprobane holdings
Limited and director of taprobane Fund
Management Limited. he is also the
Chairman of Galoya Plantation
(Pvt) Limited.
Mr. devasurendra was also
instrumental in pioneering the money
broking and Government Securities
markets in Sri Lanka and had the honour
of being the first President of the Sri Lanka
Money Brokers Association and had also
been a past President of the Sri Lanka
Primary dealers Association.
he had also been a consultant to
PricewaterhouseCoopers, Bombay, India
on a USAId project (assigned as consultant
to Reserve Bank of India and Securities &
Exchange Commission of India on Fixed
Income Securities Market). Further, he
was also appointed to the Expert Group on
Stimulus Package for Banking, Finance
and Leasing Industry by the Central Bank
of Sri Lanka and is also a member of the
Financial System Stability Consultative
Committee (FSSCC) appointed by the
Central Bank of Sri Lanka.
Mr. Ajith devasurendra was
appointed to the Board of Seylan Bank
PLC on 24th November 2009.
Mr. Ishara C. Nanayakkara Director
diploma in Business Accounting &
Finance (Aus.)
Mr. Ishara Nanayakkara who holds a
diploma in Business Accounting from
Australia, ventured into the arena of
financial services with the strategic
investment in the LOLC group. he serves
as the deputy Chairman on the board of
Lanka ORIX Leasing Co. PLC and all its
subsidiaries and associate companies,
including Commercial Leasing Company,
the latest development in LOLCs related
expansion. he is a director of Ishara
traders Group, Associated Battery
Manufacturers (Cey.) Limited and Browns
Group of Companies, a conglomerate
with exposure in trade, leisure and
manufacturing. he is also a director of
Colombo Land Exchange and taprobane
Fund Management Limited, focusing on
primary markets.
Mr. Nanayakkaras business
philosophy based on sustainable
development has made LOLC enter into
many new business ventures with high
potential for growth in all three spheres;
economic, social and environmental.
With the exposure in the SME and micro
sectors, he spearheads LOLC Micro Credit
Limited and Sundaya Lanka (Pvt) Limited,
and PRASAC, the largest micro finance
company in Cambodia.
In line with his focus on sustainable
forestry and plantations, Mr. Nanayakkara
is also the deputy Chairman of
touchwood Investments Limited and a
director of Maturata Plantations Limited,
Pussallawa Plantations Limited and
Gal Oya Plantations (Pvt) Limited, the
first Public-Private Partnership with
Government of Sri Lanka.
Mr. Ishara Nanayakkara was
appointed to the board of Seylan Bank
PLC on 24th November 2009.
Mr. Samantha P.S. Ranatunga Director
MBA (Birmingham), B.Sc. (hons.) (delhi)
Mr. Samantha Ranatunga who has
over 20 years experience in the field
of marketing and managing FMCG
business, is the Managing director/
CEO of Chemical Industries (Colombo)
PLC. he joined the Board of Chemical
Industries (Colombo) PLC in May 2002
and was appointed Managing director/
CEO in April 2009.
Mr. Ranatunga holds a degree from
the University of delhi and a Masters in
Business Administration, UK.
he is a Non-Executive director in
many of the unlisted companies in the CIC
Group including Akzo Nobel Lanka Paints
(Pvt) Limited and Perfunova International
Limited, India. he is the President of the
Sri Lanka-Africa-Middle East Business
Council of the Ceylon Chamber of
Commerce and the Vice-President of the
Sri Lanka Maldivian Business Council.
he has led the Sri Lankan Chamber of
Commerce delegations to many overseas
countries. he is also a Committee
Member of the Mercantile Services
Provident Society representing the Ceylon
Chamber of Commerce by virtue of his
committee membership in the Ceylon
Chamber of Commerce.
Seylan Bank PLC Annual Report 2009 230
SENIOR MANAGEMENt tEAM
01
05
09
13
17
21
02
06
10
14
18
22
03
07
11
15
19
23
04
08
12
16
20
24
GM/CEO
1. Mr. Ajita Pasqual General Manager/Chief Executive Officers
Consultants
2. Mr. Sunil De Silva Credit Monitoring/Recoveries
3. Mr. R.B. Ekanayake Information Technology
Snr. DGMs
4. Mrs. L. Seneviratne Corporate & Retail Banking
5. Mr. C. Kotigala Legal
6. Mr. Ajantha Madurapperuma Banking Services & Risk Management
7. Mr. Tissa Nanayakkara Seylan Card Centre
DGMs
8. Mr. Raaj de Silva Chief Financial Officer
9. Mr. S. Jebaratnam Operations & International
10. Mr. Kithsiri Perera Recoveries
11. Mr. Sarath Dias Bandaranayake Human Resources & Administration
12. Mr. Ravi Divulwewa Zone I
13. Mr. K.D.W. Rohana Zone II
14. Dr. P. Niranjan Zone III
15. Mr. Ranjith Fonseka E-Commerce & IT International
16. Mr. S. Palihawadana Chief Dealer
17. Ms. Shalini Perera Corporate & Foreign Currency Banking
18. Mr. Chithral De Silva Development Banking
19. Mr. A.R.M. Hanan Information Technology
20. Mr. Damith Vitharanage Audit & Inspection
Seylan Bank PLC Annual Report 2009 231
25
29
33
37
41
26
30
34
38
42
27
31
35
39
43
28
32
36
40
AGMs
21. Mr. Ravi Dissanayake Personal Assistant to GM/CEO
22. Mr. Hiran Amarasinghe Treasury
23. Ms. Rohini Weerakkody Operations
24. Mr. T.J. Pathirage Information Systems Audit
25. Mr. Shafeek Samad International
26. Mr. Lalantha Kulatunga Zone I
27. Mr. Nandalal Ranasinghe Treasury & International Audit
28. Mr. Delvin Pereira Zone II
29. Mr. Christie Nanayakkara Corporate & Foreign Currency
30. Mr. A. Emmanuel Zone III
31. Mr. Kamal Deshapriya Marketing
32. Ms. Damayanthi Tillekeratne International/Exports
33. Mr. M.K. Prematilleke Property Unit
34. Mr. Sirilal Amarasinghe Development Banking
35. Mr. Neomal Suraweera Zone I
36. Ms. Deeshani Goonaratne Human Resources
37. Mrs. G. Edwards Private Banking
38. Mrs. Y. Udurawana Consumer Finance Unit
39. Mr. Rohan Fernando Audit & Inspection
40. Mr. Sumith Fernando Zone III
41. Mr. Shanaka Perera Senior Dealer
42. Mr. Asanga Dayaratne Premises Maintenance
43. Mr. Wasantha Karunaratne Supplies
Seylan Bank PLC Annual Report 2009 232
Year Ended 31st December 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000
Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000 Rs. 000
(Reclassified) (Reclassified) (Restated) (Restated) (Restated)
Trading Results
Gross Income 23,154,529 25,246,209 21,079,885 17,183,481 13,090,715 10,072,376 9,973,644 8,988,278 8,475,059 6,745,575
Profit before Income tax 892,572 155,241 1,439,069 1,606,882 1,061,033 478,291 705,953 677,989 278,435 256,536
taxation 349,271 515,880 718,814 373,200 69,648 114,539 10,021 5,928 10,932
Profit after Taxation 543,301 155,241 923,189 888,068 687,833 408,643 591,414 667,968 272,507 245,604
dividends Proposed
(Ordinary)
Rs. 0.50
Per Share
Rs. 1.50
Per Share
Rs. 1.50
Per Share
20% 16% 15% 15% 12.5% 12%
Balance Sheet
ASSETS
Cash & Short-term Funds 7,635,665 6,176,265 26,824,927 21,833,056 17,322,763 12,080,206 15,669,097 11,673,027 10,634,811 10,582,643
Statutory deposit with
Central Bank of Sri Lanka 5,084,229 6,857,039 7,915,660 6,913,224 5,908,292 5,050,665 3,951,940 3,866,450 3,351,904 3,617,909
Investments (Including
Investment Properties) 30,286,878 26,019,989 1,370,762 333,960 333,755 649,117 1,076,728 1,201,947 1,075,990 658,291
Bills of Exchange 1,322,364 1,471,831 1,967,091 1,827,824 2,154,916 2,210,842 1,745,701 1,652,786 1,502,995 2,009,411
Loans, Advances & Leases 78,965,441 102,682,294 95,684,286 91,431,102 79,314,465 60,613,807 49,903,047 42,998,354 37,254,770 33,408,337
123,294,577 143,207,418 133,762,726 122,339,166 105,034,191 80,604,637 72,346,513 61,392,564 53,820,470 50,276,591
Investment in Subsidiary 860,166 948,529 1,093,407 1,048,559 1,029,656 1,095,231 1,435,231 1,444,275 1,444,275 1,441,011
Other Assets (Including
Income taxation) 5,234,012 5,752,780 4,954,206 3,783,353 4,648,548 3,698,682 4,285,255 2,961,309 3,090,017 1,691,530
Property, Plant & Equipment 3,387,117 4,137,518 3,690,014 3,135,030 2,896,049 2,785,092 1,984,070 1,980,472 1,947,968 2,518,481
132,775,872 154,046,245 143,500,353 130,306,108 113,608,444 88,183,642 80,051,069 67,778,620 60,302,730 55,927,613
LIABILITIES
deposits from Customers 104,815,899 107,938,801 111,299,612 100,078,809 85,833,954 68,301,154 59,362,955 52,431,165 47,859,511 41,695,054
Borrowings & debentures 9,164,909 26,308,876 14,775,780 13,167,204 13,037,404 6,648,055 8,606,998 6,355,156 4,400,760 6,947,041
Other Liabilities 8,189,922 12,762,164 9,901,004 9,860,078 9,998,624 9,296,381 7,838,625 6,106,586 5,796,800 5,291,888
taxation 472,306 817,297 105,420 (187,856) (145,304) (46,339) (55,800) (32,156)
dividends 22,668 16,393 15,416 14,442 6,763 21,716 22,396 85,006 63,426 55,588
122,193,398 147,026,234 136,464,118 123,937,830 108,982,165 84,079,450 75,685,670 64,931,574 58,064,697 53,957,415
EQUITY
Stated Capital
- Share Capital 4,730,501 1,705,101 1,705,101 1,705,101 869,501 869,501 869,501 469,501 446,141 435,600
- Share Premium 837,319 837,319 837,319 837,319 674,922 696,235 713,399 183,167 194,485 202,144
Reserve Fund 506,919 479,754 468,250 422,091 377,688 343,296 303,146 289,158 275,799 270,349
Reserves 4,507,735 3,997,837 4,025,565 3,403,767 2,704,168 2,195,160 2,479,353 1,905,220 1,321,608 1,062,105
10,582,474 7,020,011 7,036,235 6,368,278 4,626,279 4,104,192 4,365,399 2,847,046 2,238,033 1,970,198
TOTAL LIABILITIES &
EQUITY 132,775,872
154,046,245 143,500,353 130,306,108 113,608,444 88,183,642 80,051,069 67,778,620 60,302,730 55,927,613
Commitments and
Contingencies 22,262,562 26,874,375 24,335,965 22,924,450 22,942,795 20,983,027 17,743,062 13,206,586 10,083,442 10,274,265
tEN YEAR SUMMARY OF FINANCIAL StAtEMENtS
Seylan Bank PLC Annual Report 2009 233
SUMMARY OF PERFORMANCE INdICAtORS
Measure 2009 2008 2007 2006 2005
(Reclassified) (Reclassified) (Restated)
SIZE
Assets Growth % (13.81) 7.35 10.13 14.70 28.83
Contingent/(total Assets + Contingent) % 9.27 10.35 11.33 12.29 14.36
Interest Earning Assets/total Assets % 85.17 85.20 85.26 86.62 85.30
Cash & Reserves/total Assets % 7.36 8.03 7.50 7.57 7.89
Risk Weighted Assets Growth % (11.91) 23.00 5.37 19.04 22.22
PROFITABILITY
Return on Average Assets % 0.38 0.10 0.67 0.73 0.68
Return on Average Equity % 6.20 2.22 13.84 16.25 15.76
Net Profit/(total Assets + Commitment &
Contingencies) % 0.35 0.09 0.55 0.58 0.52
Net Interest Margin (NII/Avg. Int. Earn. Assets) % 5.91 5.67 5.77 5.84 6.19
Net Interest Income/total Income % 31.16 28.48 32.18 35.67 40.22
Cost to Income Ratio % 67.82 75.79 66.31 64.18 60.68
Average Interest Yield % 16.95 17.00 15.14 13.47 12.39
Average Interest Cost % 11.72 11.98 10.14 8.38 6.79
Interest Rate Spread % 5.23 5.02 5.00 5.09 5.60
Int. Yield on Customer Advances % 18.48 17.18 15.79 14.03 12.22
Int. Cost on Customer deposits % 10.60 11.50 8.27 6.56 5.19
Spread on Customer deposits & Advances % 7.88 5.68 7.52 7.46 7.03
dividend Payout (Note) % 24.48 27.72 28.74 49.02
Growth Rate of Equity % 50.99 (0.23) 10.54 37.93 12.83
Earnings per Share Rs. 2.83 0.90 5.50 6.69 8.20
Ordinary dividends per Share (Note) Rs. 0.50 1.50 1.50 2.00
ASSET QUALITY
Loss Provisions Rs. Mn. 6,466 6,560 4,972 4,559 4,267
Provision Recoveries Rs. Mn. 598 588 720 874 600
Provisions/Loans + Bills + Leases % 7.00 5.74 4.69 4.53 4.85
NPL with Interest in Suspense Rs. Mn. 31,150 19,428 16,345 13,951 13,502
NPL with Interest in Suspense/Gross Loans % 33.61 16.93 15.39 13.85 15.34
Interest in Suspense on Advances Rs. Mn. 5,659 3,523 3,302 2,725 2,291
NPL Excluding Interest in Suspense Rs. Mn. 25,491 15,906 13,043 11,226 11,211
NPL Excluding Interest in Suspense/Gross
Loans Excluding Interest in Suspense % 29.29 14.30 12.68 11.45 12.74
Int. in Suspense/Gross Loans % 6.11 3.07 3.11 2.70 2.60
Net Assets Value per Share Rs. 41.60 41.80 41.90 37.90 55.36
CAPITAL ADEQUACY
Leverage on Shareholders' Funds times 11.55 20.94 19.45 19.46 23.56
Leverage on Capital Funds (Including debentures) times 7.96 12.16 10.46 10.69 12.31
Percentage Earnings Retained (Note) % 75.52 100.00 72.28 71.26 50.98
Equity/deposits, Borrowings & Securities
Sold Under Repurchase Agreements % 9.61 5.39 5.81 5.84 4.87
Equity/total Assets % 7.94 4.54 4.88 4.86 4.07
Equity/Loans + Bills + Leases % 13.14 6.71 7.17 6.79 5.68
LIQUIDITY & FUNDING
Loans + Bills + Leases/deposits, Borrowings &
Securities Sold Under Repurchase Agreements % 73.15 80.39 80.98 85.98 85.79
Customer deposits/deposits, Borrowings,
Securities Sold Under Repurchase
Agreements & debentures % 91.96 80.40 88.28 88.37 86.81
Liquid Assets/total Assets % 31.63 24.70 24.21 22.06 20.40
Liquid Assets/deposits, Borrowings & Securities
Sold Under Repurchase Agreements % 38.26 29.37 28.81 26.50 24.40
Net Lending or (Borrowings) in Call Money Market Rs. Mn. (1,331) (4,449) (4,430) (2,538) (3,321)
OTHER DATA
Number of Banking Centres 117 114 114 116 116
Number of Staff Members 3,733 3,923 3,871 3,934 3,700
Profits per Staff Member Rs. 000 146 40 238 226 186
Number of Ordinary Shares - Voting 000 130,000 43,560 43,560 43,560 43,560
- Non-Voting 000 123,560 123,560 123,560 123,560 40,000
Share Prices as at 31st december - Voting Rs. 37.00 28.50 32.00 35.00 36.75
- Non-Voting Rs. 16.00 6.00 8.00 9.75 16.25
Note: dividends for year 2009 are accounted for as per the Accounting Standard SLAS 12 (Revised).
Seylan Bank PLC Annual Report 2009 234
BANK GROUP
For the year ended 31st December 2009 2008 2009 2008
(Reclassified) (Restated)
US$ 000 US$ 000 US$ 000 US$ 000
Income 202,488 223,418 214,595 239,415
Interest Income 181,093 190,726 190,612 204,922
Less: Interest Expenses 117,989 127,092 125,836 140,491
Net Interest Income 63,104 63,634 64,776 64,431
Foreign Exchange Profit 4,560 5,936 4,560 5,936
Net Fee and Commission Income 10,224 15,484 10,715 15,737
Other Income 5,692 10,810 7,693 12,559
Operating Income 83,580 95,864 87,744 98,663
Less: Operating Expenses
Personnel Expenses 20,859 30,139 21,866 31,936
Premises, Equipment & Establishment Expenses 14,063 13,321 14,166 14,293
Provision for Loan Losses 19,092 21,834 19,481 24,815
diminution/(Appreciation) in Value of Investments (412) 360 (367) 2,452
Other Overhead Expenses 22,172 28,837 24,434 31,376
75,774 94,491 79,580 104,872
Profit/(Loss) from Operations before Taxation 7,806 1,373 8,164 (6,509)
Less: Income tax Expense 3,054 4,240 568
Profit/(Loss) for the Year 4,752 1,373 3,924 (7,077)
Attributable to
Equity holders of the Bank 4,752 1,373 4,978 (1,265)
Minority Interest (1,053) (5,812)
Net Profit/(Loss) for the Year 4,752 1,373 3,925 (7,077)
Basic Earnings/(Loss) per Share (US$) 0.025 0.008 0.026 (0.008)
Exchange rate of US$ 1 was Rs. 114.35 as at 31.12.2009 (Rs. 113.00 as at 31.12.2008)
the Income Statement given on this page is solely for the convenience of the shareholders, bankers, investors,
customers and other users of Financial Statements and do not form part of the Audited Statements.
INCOME StAtEMENt IN US dOLLARS
Seylan Bank PLC Annual Report 2009 235
BANK GROUP
As at 31st December 2009 2008 2009 2008
Assets (Reclassified) (Restated)
US$ 000 US$ 000 US$ 000 US$ 000
Cash & Cash Equivalents 40,960 48,773 41,031 50,272
Balance with Central Bank of Sri Lanka 44,462 60,682 44,463 60,683
Commercial Papers 2,838 3,451 2,838 3,451
Securities Purchased Under Resale Agreements 25,814 5,884 25,845 7,567
dealing Securities 127,190 7,664 144,080 12,478
Investment Securities 130,279 214,542 143,609 241,248
Bills of Exchange 11,564 13,025 11,564 13,025
Loans & Advances 664,967 865,010 665,023 876,799
Lease Rentals Receivable within One Year 13,981 19,875 13,981 28,229
Lease Rentals Receivable later than One Year and
Not later than Five Years 11,595 23,775 11,595 33,560
Lease Rentals Receivable after Five Years 17 34 17 88
Investments in Associate Companies 481
Investments in Subsidiary Companies 7,522 8,394
Group Balances Receivable 7,072 5,515
Investment Properties 4,555 4,609 13,159 13,638
Current taxation 784 958 784 958
deferred taxation 3,972 810 3,973 848
Property, Plant & Equipment 29,069 36,047 35,956 43,705
Leasehold Rights 552 568 5,809 5,957
Intangible Assets 225
Other Assets 33,943 43,625 36,691 51,996
Total Assets 1,161,136 1,363,241 1,200,418 1,445,208
Liabilities
deposits 916,624 955,211 916,624 969,076
Borrowings 26,724 62,876 30,596 81,494
Securities Sold Under Repurchase Agreements 16,429 128,464 36,510 168,902
Group Balances Payable 84 13,487
Advance Received Against debentures 5,580 5,580
debentures 36,995 35,902 36,995 37,645
Current tax Liabilities 1,248 224
Other Liabilities 71,735 99,597 74,273 105,322
Total Liabilities 1,068,591 1,301,117 1,096,246 1,368,243
Equity
Stated Capital 48,691 22,499 48,691 22,499
Statutory Reserve Fund 4,433 4,246 4,433 4,262
Reserves 39,421 35,379 44,026 42,146
Total Equity Attributable to Equity Holders of the Bank 92,545 62,124 97,150 68,907
Minority Interest 7,022 8,058
Total Equity 92,545 62,124 104,172 76,965
Total Liabilities & Equity 1,161,136 1,363,241 1,200,418 1,445,208
Commitments & Contingencies 194,688 237,826 194,688 237,826
Exchange rate of US$ 1 was Rs. 114.35 as at 31.12.2009 (Rs. 113.00 as at 31.12.2008)
the Balance Sheet given on this page is solely for the convenience of the Shareholders, Bankers, Investors,
Customers and Other Users of Financial Statements and do not form part of the Audited Statements.
BALANCE ShEEt IN US dOLLARS
Seylan Bank PLC Annual Report 2009 236
INVEStOR INFORMAtION
TWENTY LARGEST SHAREHOLDERS AS AT 31ST DECEMBER
2009 2008*
Ordinary Voting Shares No. of Shares % No. of Shares %
1. Sri Lanka Insurance Corporation Limited
(**Including 350,000 shares of Sri Lanka Insurance
Corporation Limited - Life Fund)
19,500,000 ** 15.00 350,000
(Life Fund)
0.80
2. Bank of Ceylon 13,000,000 10.00
3. dr. t. Senthilverl 13,000,000 10.00 2,178,000 5.00
4. Browns Plantations Investment (Pvt) Limited 12,416,966 9.55
5. Lanka Orix Information technology Limited 12,416,966 9.55
6. Seyfest (Private) Limited 2,977,996 2.31 2,177,996 5.00
7. Employees Provident Fund 2,865,600 2.20
8. Sesot (Private) Limited 2,252,900 1.73 2,177,900 5.00
9. Nation Lanka Finance PLC
(Formerly Ceylinco Finance PLC) 2,139,010 1.65 2,140,226 4.91
10. Seybest (Private) Limited 2,132,900 1.64 2,177,900 5.00
11. Seyshop (Private) Limited 2,132,900 1.64 2,177,900 5.00
12. Esots (Private) Limited 2,115,857 1.63 2,160,857 4.96
13. Ceylinco Limited 1,680,896 1.29 1,680,896 3.86
14. National Savings Bank 1,510,900 1.16 1,510,900 3.47
15. the Finance Company PLC 1,473,223 1.13 1,473,223 3.38
16. Phoenix Ventures Limited 1,337,400 1.03 90,000 0.21
17. Miss. M.d. Bollagala 1,194,500 0.92
18. Sotse (Private) Limited 962,331 0.74 1,002,331 2.30
19. Mr. K.R.B. Fernando 955,400 0.73
20. Ceylinco Insurance PLC, A/C No. 2 (General Fund) 798,610 0.61 65,000 0.15
Sub Total 96,864,355 74.51 21,363,129 49.04
Balance Shares Held by Other Voting Shareholders 33,135,645 25.49 22,196,871 50.96
(10,964 Shareholders) (7,812 Shareholders)
Total Voting Shares 130,000,000 100.00 43,560,000 100.00
* Comparative shareholdings as at 31st December, 2008 of the twenty largest shareholders as at 31st December, 2009.
Note: During the year, in order to part settle their liabilities to the Bank (Settlor), under their respective Trust Deeds,
four employee share owning trusts set up by the Bank disposed of shares which were in turn purchased by two other
employee share owning trusts of the Bank out of their own funds. Details of the sales/purchases are given below:
Purchases of
Ordinary Voting
Shares of SBK
Sales of
Ordinary Voting
Shares of SBK
Sesot (Private) Limited 75,000
Seyfest (Private) Limited 100,000
Seyshop (Private) Limited 45,000
Seybest (Private) Limited 45,000
Sotse (Private) Limited 40,000
Esots (Private) Limited 45,000
In addition, Seyfest (Private) Limited was allotted 700,000 Ordinary Voting Shares in the Seylan Bank's
Public Issue at an issue price of Rs. 35/- per share. the shares were purchased by the trust Company out
of its own funds.
Seylan Bank PLC Annual Report 2009 237
2009 2008*
Ordinary Non-Voting Shares No. of Shares % No. of Shares %
1. Lanka ORIX Leasing Company PLC 19,733,400 15.97
2. Pershing LLC S/A Averbach Grauson & Co. 8,582,400 6.94 10,119,200 8.19
3. Browns Plantation Investments (Pvt) Limited 6,588,700 5.33
4. taprobane holdings Limited 5,607,800 4.54
5. Mr. S.V. Somasunderam 4,368,800 3.54 5,591,900 4.52
6. Mr. L.M.S.h. Alnaqib 3,000,000 2.43
7. Miss. M.d. Bollagala 2,937,300 2.38
8. Questnet Limited 2,409,500 1.95
9. Mr. t.t. Al-Nakib 2,021,900 1.64
10. Mr. W.K.V.M. Fernando 1,669,300 1.35
11. Mr. M.M. Udeshi 1,424,000 1.15 100 0.00
12. Phoenix Ventures Limited 1,400,000 1.13
13. Prime Lands (Pvt) Limited 1,376,300 1.11
14. Mrs. K.W.S.h. Fernando 1,362,600 1.10
15. Mr. N.R. Somaiya 1,248,500 1.01 1,248,500 1.01
16. Mr. E. thavagnanasooriyam 1,183,900 0.96 500,000 0.40
17. Employees trust Fund Board 1,099,400 0.89 1,099,400 0.89
18. Miss. S.A. Fernando 1,095,700 0.89
19. Mrs. S. Surendini 935,900 0.76 500,000 0.40
20. Mr. h.W.M. Woodward 914,800 0.74 30,000 0.02
Sub Total 68,960,200 55.81 19,089,100 15.45
Balance Shares Held by other Non-Voting Shareholders 54,599,800 44.19 104,470,900 84.55
(6,126 Shareholders) (5,642 Shareholders)
Total Non-Voting Shares 123,560,000 100.00 123,560,000 100.00
* Comparative shareholdings as at 31st December, 2008 of the twenty largest shareholders as at 31st December, 2009.
Seylan Bank PLC Annual Report 2009 238
ANALYSIS OF THE DISTRIBUTION OF SHAREHOLDERS AS AT 31ST DECEMBER 2009
Ordinary (Voting) Shares Ordinary (Non-Voting) Shares
Range of Shareholding No. of
Shareholders
No. of
Shares
Percentage
(%) of
Shareholding
No. of
Shareholders
No. of
Shares
Percentage
(%) of
Shareholding
1 - 1,000 8,241 2,516,018 1.94 3,007 1,430,033 1.16
1,001 - 10,000 2,318 7,630,830 5.87 2,354 9,524,999 7.71
10,001 - 100,000 362 9,974,365 7.67 669 19,196,675 15.54
100,001 - 1,000,000 46 16,080,773 12.37 98 26,298,793 21.28
1,000,001 & Above 17 93,798,014 72.15 18 67,109,500 54.31
Total 10,984 130,000,000 100.00 6,146 123,560,000 100.00
Resident/Non-Resident
Resident 10,900 128,906,075 99.16 6,079 102,966,980 83.33
Non-Resident 84 1,093,925 0.84 67 20,593,020 16.67
Individuals/Institutions
Individuals 10,707 62,679,649 48.22 5,948 63,553,261 51.44
Companies 277 67,320,351 51.78 198 60,006,739 48.56
ORDINARY SHARES (QUOTED)
Voting (SEYB-N) Non-Voting (SEYB-X)
2009 2008 2009 2008
No. of Shares Issued 130,000,000 43,560,000 123,560,000 123,560,000
First & Final dividend - Proposed (Rs. per share) 0.50 0.50
Share Prices
highest (Rs.) 49.25 34.00 19.50 10.00
Lowest (Rs.) 27.00 15.75 4.90 4.90
Last traded (Rs.) 37.00 28.50 16.00 6.00
Percentage of Public holding (%) 64.90 99.96 83.99 99.89
Shareholdings of Directors and Chief Executive Officer as at 31st December 2009
directors shareholdings are given on page 125 of the Annual Report of the board of directors. Shares held
by the Chief Executive Officer, Mr. A.M. Pasqual as at 31st december 2009 are as follows:
No. of Shares % holding
33,000 Ordinary Voting Shares 0.025
33,000 Ordinary (Non-Voting) Shares 0.027
Seylan Bank PLC Annual Report 2009 239
DEBENTURES (QUOTED)
Debentures 2006/2011
(Listed on CSE in July 2006)
(SEYB d86, d87 and d88) Monthly Interest
(13%)
Annual Interest
(13.50%)
Floating
Rate of Interest
2009 2008 2009 2008 2009 2008
No. of debentures Issued 7,646,400 4,620,800 305,950
debenture Prices:
highest (Rs.) 100.00 74.00 97.00 75.69 Not
Lowest (Rs.) 60.00 74.00 97.00 75.69 traded
Last traded (Rs.) 98.00 74.00 97.00 75.69 in 2009
Debentures 2007/2012 Issue 1
(Listed on CSE in June 2007)
(SEYB d118, d119 and d120) Monthly Interest
(15.75%)
Annual Interest
(16.75%)
Floating
Rate of Interest
2009 2008 2009 2008 2009 2008
No. of debentures Issued 2,916,200 4,275,450 302,350
debenture Prices:
highest (Rs.) 100.26 74.14 90.00 84.00 86.00 82.44
Lowest (Rs.) 77.51 74.14 77.50 84.00 80.00 82.44
Last traded (Rs.) 100.00 74.14 90.00 84.00 80.00 82.44
Debentures 2007/2012 Issue 2
(Listed on CSE in January 2008)
(SEYB d127, d128, d129 and d130) Monthly Interest
(17.00%)
Annual Interest
(18.00%)
Floating
Rate of Interest
Payable Quarterly
Floating
Rate of Interest
Payable Annually
2009 2008 2009 2008 2009 2008 2009 2008
No. of debentures Issued 2,089,550 2,962,400 433,350 107,550
debenture Prices:
highest (Rs.) 84.00 99.47 90.00 85.00 100.00 Not traded Not traded
Lowest (Rs.) 59.69 99.47 90.00 85.00 100.00 during the during the
Last traded (Rs.) 80.00 99.47 90.00 85.00 100.00 Year 2008 Years 2008/09
Debentures 2008/2013
(Listed on CSE in February 2009)
(SEYB d141, d142, d143 and d144) Monthly Interest
(20.50%)
Annual Interest
(21.50%)
Floating
Rate of Interest
Payable Quarterly
Floating
Rate of Interest
Payable Annually
2009 2008 2009 2008 2009 2008 2009 2008
No. of debentures issued 3,954,450 2,316,100 1,200 33,900
debenture Prices:
highest (Rs.) 100.04 N/A Not N/A Not N/A Not N/A
Lowest (Rs.) 78.75 traded traded traded
Last traded (Rs.) 95.00 in 2009 in 2009 in 2009
Seylan Bank PLC Annual Report 2009 240
Current Previous
Period Comparative
Period**
31.12.2009 31.12.2008
Interest Rate of Comparable Government Security 11.65% 18.64%
Debt/Equity Ratio 0.40 0.68
Interest Cover 2.23 1.21
Quick Asset Ratio 0.59 0.73
Interest Yield as at Date of Last Trade
2006/11 Issue
Annual Interest (27.10.2009)/(29.09.2008) 13.92% 17.84%
Monthly Interest (22.12.2009)/(03.10.2008) 14.08% 18.65%
Floating Interest - Annual* * *
2007/12 Issue I
Annual Interest (24.11.2009)/(17.09.2008) 18.61% 19.94%
Monthly Interest (15.12.2009)/(29.09.2008) 16.94% 22.84%
Floating Interest - Annual (09.10.2009)/(08.10.2008) 25.16% 23.05%
2007/12 Issue II
Annual Interest (08.12.2009)/(14.08.2008) 20.00% 21.18%
Monthly Interest (17.11.2009)/(02.12.2008) 22.99% 18.49%
Floating Interest - Quarterly (07.12.2009)/* 15.15% *
Floating Interest - Annual* * *
2008/13 Issue
Annual Interest* * *
Monthly Interest (15.10.2009)/* 23.73% *
Floating Interest - Quarterly* * *
Floating Interest - Annual* * *
Yield To Maturity of Trade Done On
2006/11 Issue
Annual Interest (27.10.2009)/(29.09.2008) 15.49% 26.82%
Monthly Interest (22.12.2009)/(03.10.2008) 14.45% 26.52%
Floating Interest - Annual* * *
2007/12 Issue I
Annual Interest (24.11.2009)/(17.09.2008) 22.12% 23.53%
Monthly Interest (15.12.2009)/(29.09.2008) 15.74% 27.06%
Floating Interest - Annual (09.10.2009)/(08.10.2008) 32.06% 26.90%
2007/12 Issue II
Annual Interest (08.12.2009)/(14.08.2008) 22.98% 23.79%
Monthly Interest (17.11.2009)/(02.12.2008) 26.83% 17.19%
Floating Interest - Quarterly (07.12.2009)/* 14.36% *
Floating Interest - Annual* * *
2008/13 Issue
Annual Interest* * *
Monthly Interest (15.10.2009)/* 22.35% *
Floating Interest - Quarterly* * *
Floating Interest - Annual* * *
* No trading during the period.
** Comparative Period - Immediate Preceding Financial Year.
Seylan Bank PLC Annual Report 2009 241
BRANCh NEtWORK
Ambalangoda
No. 24 A, Galle Road, Ambalangoda
tel: 091 2258010/2256154
Ampara
Regal Cinema Complex
129, d.S. Senanayake Street, Ampara
tel: 063 2224897-9
Anuradhapura
No. 250, Main Street, Anuradhapura
tel: 025 2224649/4580940
Attidiya
No. 214, Main Road, Attidiya, dehiwela
tel: 2738453/4203565
Avissawella
No. 71, Ratnapura Road, Avissawella
tel: 036 2222007/5673333
Badulla
No. 10, Cocowatta Road, Badulla
tel: 055 2223414/4499524
Balangoda
No. 123, Barns Ratwatte Mawatha, Balangoda
tel: 045 2287007/2288020
Bandaragama
No. 17 A, horana Road, Bandaragama
tel: 038 2290706/4290263
Bandarawela
No. 240, Badulla Road, Bandarawela
tel: 057 2223144/2231085
Batticaloa
No. 06, Lloyds Avenue, Batticaloa
tel: 065 2224419/2224587
Beliatta
No. 50, Walasmulla Road, Beliatta
tel: 047 2243619/2251478
Bogawanthalawa
No. 79, Main Street, Bogawanthalawa
tel: 052 2267576/060 2538295
Boralesgamuwa
No. 24, Kesbewa Road, Boralesgamuwa
tel: 2517548-9/5525054
Borella
No. 1119, Maradana Road, Borella, Colombo 08
tel: 2681191-2/2678189
Ceylinco House
No. 69, Janadhipathi Mawatha, Colombo 01
tel: 2445840-3/4714655
Chilaw
No. 46, Kurunegala Road, Chilaw
tel: 032 2222121/4860550
Cinnamon Gardens
No. 4, Baptist Chapel Road, Colombo 07
tel: 2694966/2683726
Colombo South
No. 30, Galle Road, Colombo 06
tel: 2593405/4510030
Dehiattakandiya
No. 83/84, Main Street, dehiattakandiya
tel: 027 2250268-9
Dehiwela
No. 166 d, Galle Road, dehiwela
tel: 4201756-7/2726395
Embilipitiya
53, New town Road, Embilipitiya
tel: 047 2230340/4379635
First City Office
No. 33, Sri Baron Jayathilake Mawatha,
Colombo 01
tel: 4725000/4714365
Free Trade Zone
Unit 3, Plaza Complex, KIPZ, Katunayake
tel: 2252566/2251462
Galle
No. 34, 1st Cross Street, talbot town, Galle
tel: 091 2223514/5454647
Gampaha
No. 1 J, Bauddhaloka Mawatha, Gampaha
tel: 033 2222618/2230717
Gampola
No. 44, Kandy Road, Gampola
tel: 081 2352741-2/4485435
Ganemulla
No. 187/1, Kirindiwatta Road, Ganemulla
tel: 033 2260230/2260738
Grandpass
No. 401, Prince of Wales Avenue, Colombo 14
tel: 2331726-7/2451061
Hambantota
No. 32 & 34, Wilmet Street, hambantota
tel: 047 2220507/2220518
Hatton
No. 42, dunbar Road, hatton
tel: 051 2222347/2222234
Havelock Town
No. 164,166, havelock Road, Colombo 05
tel: 2596550-3/2597497
Hingurakgoda
No. 13 & 14, Airport Road, hingurakgoda
tel: 027 2246242/027 2246087
Homagama
No. 94 , high Level Road, homagama
tel: 4442021-2/2855065
Horana
No. 160/1/1, Ratnapura Road , horana
tel: 034 2261176/2261018
Ja-ela
No. 165 and 165/2/1, Colombo Road, Ja-ela
tel: 2237421/5858373
Jaffna
No. 560 & 562, hospital Road, Jaffna
tel: 021 2223047/2225073
Kadawatha
No. 28 B, Ganemulla Road, Kadawatha
tel: 2925594-5/4816821
Kalubowila
No. 32, S. de S. Jayasinghe Mawatha,
Kalubowila
tel: 5557567/4202648
Kalutara
No. 338, Main Street, Kalutara
tel: 034 2225035-7/5081841
Kandy
No. 65, Kings Street, Kandy
tel: 081 2232767/2233484
Kattankudy
No. 230, Main Street, Kattankudy
tel: 065 2247456/2246625
Katuneriya
No. 99/1, Chilaw Road, Katuneriya
tel: 031 2255209/2257764-5
Kegalle
No. 143, Colombo Road, Kegalle
tel: 035 2223538/2222100
Kekirawa
No. 06, Yakalla Road, Kekirawa
tel: 025 2264590-1/2263215
Kiribathgoda
No. 52, Kandy Road, Kiribathgoda
tel: 2910581/4936902
Kochchikade
No. 66, Chilaw Road, Kochchikade
tel: 031 2277661/2277580
Koggala
No. 09, E.P.Z, Koggala, habaraduwa
tel: 091 2283390
Kollupitiya
428, R.A. de Mel Mawatha, Colombo 03
tel: 2576911-3/2576910
Kottawa
No. 34, Nawasiri Building, highlevel Road,
Kottawa
tel: 2842682-3/4304784
Kuliyapitiya
139, hettipola Road, Kuliyapitiya
tel: 037 2281450/4696450
Kurunegala
No. 54, Colombo Road, Kurunegala
tel: 037 2223581-2/2224276
Maharagama
No. 201, highlevel Road, Maharagama
tel: 2841997-8/2841999
Malabe
No. 11, Athurugiriya Road, Malabe
tel: 4547400/2560403
Manampitiya
Main Street, Manampitiya
tel: 027 2224455/060 2279685
Maradana
No. 250, Sri Sangaraja Mawatha, Colombo 10
tel: 2473281/2473773
Marandagahamula
No. 150, divulapitiya Road, Marandagahamula
tel: 031 2246377/2246096
Matale
No. 166, 168, Main Street, Matale
tel: 066 2223241-2/4460123
Matara
No. 45, Anagarika dharmapala Mawatha, Matara
tel: 041 2221181-2/2222393
Matugama
No. 06, Aluthgama Road, Matugama
tel: 034 2247544/4931350
Mawanella
No. 21, Courts Road, Mawanella
tel: 035 2246007/2246988
Seylan Bank PLC Annual Report 2009 242
Meegoda
Meegoda Economic Centre, Meegoda
tel: 2830820/2830817
Millennium
Seylan towers,
No. 90, Galle Road, Colombo 03
tel: 2456145/2456135
Mirigama
No. 42, danowita Road, Mirigama
tel: 033 2273001-2
Moratuwa
No. 509, Galle Road, Rawathawatte, Moratuwa
tel: 2647900/2642954
Mount Lavinia
No. 198, Galle Road, Mount Lavinia
tel: 2731266-7/4213194
Nawala
No. 48/A, Narahenpita Road, Nawala
tel: 2806727/2807329
Nawalapitiya
No. 02, Baily Road, Nawalapitiya
tel: 054 2222056-7/2222018
Negombo
No. 141, Rajapaksha Broadway, Negombo
tel: 031 2224334-6/2233054
Nelliaddy
No. 149, Point Pedroo Road, Nelliaddy
tel: 021 3205961-3
Nittambuwa
No. 195/1, Colombo Road, Nittambuwa
tel: 033 2295270-1
Nugegoda
No. 211, high Level Road, Nugegoda
tel: 2811180-1/2809955
Nuwara Eliya
No. 48, Park Road, Nuwara Eliya
tel: 052 2223026/2234338
Old Moor Street
No. 315/317, Old Moor Street, Colombo 12
tel: 5358885/2421483
Panadura
No. 401, Galle Road, Panadura
tel: 038 2233172-3/2238355
Pelmadulla
No. 17, Galwatta Road, Pelmadulla
tel: 045 2275034/2275625
Pettah
No. 96, Main Street, Colombo 11
tel: 2337823-5/2441471
Polonnaruwa
Lake View Building, Polonnaruwa
tel: 027 2223168-9/2224590
Puttalam
No. 56, K.K. Street, Puttalam
tel: 032 2265194/2265580
Raddolugama
No. 171, N.h.S., Raddolugama
tel: 2292778/2292252
Ratnapura
No. 06, Goodshed Road, Ratnapura
tel: 045 2225801-2/2223730
Ruwanwella
No. 52, Main Street, Ruwanwella
tel: 036 2267445-6/2268623
Sarikkamulla
No. 97, Galle Road, Sarikkamulla, Panadura
tel: 038 4282844-5/2235265
Savings & Travel
No. 202,204, Main Street, Colombo 11
tel: 4718344-5/2345797
Soysapura
No. 164/2, Soysapura, Moratuwa
tel: 2622756/5524673
Thalawakele
No. 08 & 10, Kothmale Road, thalawakele
tel: 052 2258635-8
Tissamaharama
No. 547, debarawewa, tissamaharama
tel: 047 2237161-2/2239583
Trincomalee
No. 289, Central Road, trincomalee
tel: 026 2227701-2/2227704
Vavuniya
No. 45, 2nd Cross Street, Vavuniya
tel: 024 2222633-4/2220077
Warakapola
No. 192, Main Street, Warakapola
tel: 035 2267628-9/2267100
Wattala
No. 276, Negombo Road, Wattala
tel: 4814717/2946266
Welimada
No. 107, Nuwara Eliya Road, Welimada
tel: 057 2245617/2244628
Weliweriya
New Kandy Road, Weliweriya
tel: 033 2255291/2257710
Yakkala
No. 104, Kandy Road, Yakkala
tel: 033 2226378/2227014
ExTENSION OFFICES
Baduraliya
No. 92, Ratnapura Road, Baduraliya
tel: 034 2246716
Beruwela
No. 82, Galle Road, Beruwela
tel: 034 2279887
Chankanai
Mallakkam Junction, Ponnalai Road,
Main Street, Chankanai
tel: 021 3205965/3205967
Dambulla
No. 601, Anuradhapura Road, dambulla
tel: 066 2283023
Hasalaka
No. 95, 96, Corporative Society Building,
Kandy Road, hasalaka
tel: 055 2258324
Ingiriya
No. 23, Central Building, Padukka Road,
Ingiriya
tel: 034 2269754
Katugastota
No. 444, Katugastota Road, Kandy
tel: 081 2212870
Kirindiwela
No. 89, Gampaha Road, Kirindiwela
tel: 033 2269709/4923886
Kotagala
Main Street, Kotagala
tel: 051 2222797
Kotahena
No. 310, George R. de Silva Mawatha, Kotahena
tel: 2399660/4172460
Kotikawatta
No. 260 A, I.d.h. Road, Kotikawatta
tel: 2418883
Kotiyakumbura
No. 05, Main Street, Kotiyakumbura
tel: 035 2289035
Manipay
No. 103, Ward No. 07, Jaffna Road, Manipay
tel: 021 3205964/3205968
Maswela
No. 53, Mawela, Maswela
tel: 081 4927683
Mawathagama
No. 56 F, Kandy Road, Mawathagama
tel: 037 2298666
Minuwangoda
No. 40, Cargills Building, Colombo Road,
Minuwangoda
tel: 2299004
Kirulapone
No. 280 B, high Level Road, Colombo 06
tel: 2829054
Pallekele
BOI, Pallekelle
tel: 081 2423135/2423958
Piliyandala
No. 90 A, horana Road, Piliyandala
tel: 2604982-3
Ranpokunugama
No. 1, Maduwegedara, Nittambuwa
tel: 033 2282242
Samanthurai
No. 113, hijra Junction, 1st Street,
Samanthurai
tel: 067 2261284
Veyangoda
No. 177, Main Street, Veyangoda
tel: 033 2295050-1
Wijerama
No. 525, highlevel Road, Wijerama,
Nugegoda
tel: 4301878
Yatiyantota
No. 51/1/2, Ginigathhena Road, Yatiyantota
tel: 036 2271480
Seylan Bank PLC Annual Report 2009 243
GEOGRAPhICAL ANALYSIS
Deposits and Advances
As at 31st December 2009
Province No. of
Branches
deposits Advances
Including
Leasing**
Rs. Mn. % Rs. Mn. %
Western 46 67,938 64.8 61,876 77.0
Southern 7 5,739 5.5 2,891 3.6
Uva 3 2,138 2.0 846 1.1
North-Central 5 2,463 2.3 1,308 1.6
North-Western 7 6,604 6.3 3,204 4.0
Eastern 5 3,637 3.5 1,808 2.3
Northern 3 2,382 2.3 1,033 1.3
Sabaragamuwa 9 6,921 6.6 3,469 4.3
Central 8 6,994 6.7 3,853 4.8
Total 93 104,816 100.0 80,288 100.0
** Loans and advances excluding loan loss provision and interest in suspense.
Commitments and Contingencies
As at 31st December 2009
Province No. of
Branches
Acceptances
Rs. Mn.
Stand by
Letters of
Credit
Rs. Mn.
Guarantees
Rs. Mn.
documentary
Credit
Rs. Mn.
Bills For
Collection
Rs. Mn.
Forward
Exchange
Contracts
Rs. Mn.
total
including
Commitments
Rs. Mn.
Western 46 2,600 279 4,864 1,845 1,246 (41) 10,793
Southern 7 19 4 337 8 13 381
Uva 3 262 262
North-Central 5 347 347
North-Western 7 69 451 35 14 569
Eastern 5 199 1 200
Northern 3 134 5 139
Sabaragamuwa 9 16 248 48 35 347
Central 8 78 352 67 26 523
Commitments 8,702
Total 93 2,782 283 7,194 2,008 1,335 (41) 22,263
Seylan Bank PLC Annual Report 2009 244
GLOSSARY
Capital Adequacy Ratio
the percentage of risk-adjusted
assets supported by capital as
defined under the framework
of risk-based capital standards
developed by the Bank for
International Settlements (BIS)
and as modified to suit local
requirements by the Central Bank
of Sri Lanka.
Cash Equivalents
Cash equivalents are short term,
highly liquid investments that
are readily convertible to known
amounts of cash and which are
subjected to an insignificant risk of
changes in value.
Contingent Liabilities
Conditions or situations at the
Balance Sheet date, the financial
effect of which are to be determined
by the future events which may or
may not occur.
Cost to Income Ratio
Operating expenses as a percentage
of net income.
Deferred Tax
Sum set aside in the Financial
Statements for taxation that may
become payable/receivable in
a financial year other than the
current financial year.
Dividend Yield
dividend earned per share as a
percentage of its market value.
Dividend Cover
Profit after tax divided by gross
dividends. this ratio measures
the number of times dividend
is covered by the current years
distributable profits.
Equity Growth Rate
the percentage increase in total
equity over the year under review.
Equity
total of shareholders funds; share
capital + statutory reserves + other
reserves.
Impairment
this occurs when recoverable
amount of an asset is less than its
carrying amount.
Interest Earning Assets
Assets, which earn interest - the
total of Advances, Bills, Leases,
Government Bills & Bonds, Call
Money and Placements with other
institutions.
Interest in Suspense
Interest Income of non-performing
loans; these are accrued but not
considered as profits.
Interest Rate Spread
the difference between the
effective interest yield and the
effective interest cost of the Bank.
Liquid Assets
Cash, Bills, Short-term Funds,
Balance with Central Bank and
dealing Securities.
Non-Performing Loans
Loans which are not activated for
90 days (3 months), or more.
NPA Ratio
total non-performing advances
(net of interest in suspense)
divided by total advances portfolio
(net of interest in suspense).
Price Earning Ratio
Market price of the Banks
share as number of times of the
earnings per share.
Profit Handout
dividends as a percentage of profit
after tax.
Provision for Bad and
Doubtful Debts
Provisions made for possible loan
losses, according to the period
of non-performance and the
exposure over the collateral.
REPOs
Repurchase agreements; the
securities sold to creditors (who
lend money for funding purposes);
with the intention of buying them
back at a set price.
Return on Average Assets (ROAA)
Profit after tax as a percentage of
average assets.
Return on Equity (ROE)
Profit after tax as a percentage of
average equity.
Risk Weighted Assets
the assets and off Balance Sheet
items weighted according to the
risk involved as stipulated by the
Central Bank.
Statutory Reserve Fund
Capital reserve created as per the
provisions of Banking Act
No. 30 of 1988.
Tier 1 Capital
Consists of the sum total of paid up
ordinary shares, non-cumulative,
non-redeemable preference shares,
share premium, statutory reserve
fund, published retained profits,
general and other reserves, less
goodwill.
Tier 2 Capital
Consists of the sum total
of revaluation reserves, general
provisions, hybrid capital
instruments and approved
subordinated debentures.
Total Capital
total Capital is the sum of tier 1
Capital and tier 2 Capital.
Value Added
Value added is the wealth created
by providing banking services less
the cost of providing such services.
the value added is allocated among
the employees, the providers of
capital, to Government by way of
taxes and retained for expansion
and growth.
Seylan Bank PLC Annual Report 2009 245
CORPORAtE INFORMAtION
NAME OF COMPANY
Seylan Bank PLC
LEGAL FORM
A public limited liability company
incorporated in Sri Lanka on
28th August 1987 and listed on
the Colombo Stock Exchange
in January 1989. A licensed
commercial bank regulated
under the Banking Act No. 30 of
1988 (as amended).
COMPANY REGISTRATION
NUMBER
PQ 9
REGISTERED OFFICE
Seylan towers
No. 90, Galle Road, Colombo 03
HEAD OFFICE
Seylan towers
P.O. Box 400,
No. 90, Galle Road, Colombo 03
tel : (94)-(11)-2456789,
(94)-(11)-4-701000
Fax : (94)-(11)-2456456
Swift: SEYBLKLX
E-mail: info@seylan.lk
Website: www.eseylan.com
BOARD OF DIRECTORS
Mr. Eastman Narangoda
(Executive Chairman)
BA (Econ.), FIB, FIMS (UK),
FItd (SL), dip. in Advanced Bank
Management (Stockholm)
Mr. R. Nadarajah
(Executive director)
B.Sc. (hons.), MBA, FCIB (London)
Mr. Nihal M. Jayamanne PC
Mr. P. Lalith P. Withana
MBA, BA (hons.), FCMA, FCA
Rear Admiral (Rtd.)
B. Ananda J.G. Peiris
RSP, VSV, USP, ndc, psc, dISS
Mr. Pradeep G.S. Kariyawasam
dr. Nalaka h. Godahewa
Ph.d. (University of South Australia),
MBA (Sri. J.), B.Sc. Eng. (Moratuwa),
FCIMA (UK), FCMA (Aus.) and
FCIM (UK).
Mr. Ajith L. devasurendra
Mr. Ishara C. Nanayakkara
dip. in Business Accounting &
Finance (Aus.)
Mr. Samantha P.S. Ranatunga
MBA (Birmingham), B.Sc. (hons.)
delhi
(Appointed w.e.f. 12.01.2010)
COMPANY SECRETARY
Ms. M.R.S. Gunasekara
ACIS, LLB (hons.) Colombo
Attorney-at-Law
AUDITORS
Messrs KPMG Ford, Rhodes,
thornton & Co.
Chartered Accountants
CREDIT RATING
the Bank has been assigned
a BBB+ (lka) national credit
rating for implied long term
unsecured senior debt by Fitch
Ratings Lanka Limited.
SUBSIDIARY COMPANIES
Seylan developments PLC
(formerly Ceylinco Seylan
Developments PLC)
Seylan Bank Asset Management
Limited
ExCHANGE HOUSE
MANAGED BY SEYLAN
BANK PLC
Asia Express Exchange,
Muscat, Oman
Seylan Bank PLC Annual Report 2009 246
GRI COMPLIANCE INdEX
Index
No.
description Report Level Page
No.
1. STRATEGY AND ANALYSIS
1.1 Statement from the most senior decision-maker of the
organization about the relevance of sustainability to the
organization and its strategy
Sustainability Report 105
2. ORGANISATIONAL PROFILE
2.1 Name of the organisation Corporate Information 245
2.2 Primary Brands, Products, and/or services Management Report 57-62
2.3 Operational Structure of the organisation Corporate Governance Report 75-99
2.4 Location of organisation's headquarters Corporate Information 245
2.5 Number of countries where the organisation
operates, and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report
Sustainability Report 111
2.6 Nature of ownership and legal form Corporate Information 245
2.7 Markets served Geographical Analysis 243
2.8 Scale of the reporting organisation Labour, ten Year Summary 111,230
2.9 Significant changes during the reporting period Investor Information,
Financial Statements
236,136
2.10 Awards received in the reporting period Sustainability Report 107
3. REPORT PARAMETERS
3.1 Reporting Period Sustainability Report 106
3.2 date of most recent previous report First Report based on GRI Guidelines
3.3 Reporting cycle Sustainability Report 106
3.4 Contact point for questions regarding the report or its contents Sustainability Report 106
3.5 defining report content Sustainability Report 106
3.6 Boundary of the report Sustainability Report 106-107
3.7 Any specific limitations on the scope or boundary of the report None
3.8 Basis for reporting on joint ventures, subsidiaries,
leased facilities, outsourced operations, and other entities
that can significantly affect comparability from period to
period and/or between organisations
Not Applicable
3.10 Explanation of the effect of any re-statement
of information provided in earlier report
Not Applicable
3.11 Significant changes from previous reporting
periods in the scope, boundary, or measurement methods
applied in the report
Not Applicable
4. GOVERNANCE, COMMITMENTS AND ENGAGEMENT
4.1 Governance Structure of the Organisation Corporate Governance Report 76
4.2 Indicate whether the Chair of the highest governance body
is also an executive officer
Corporate Governance Report 75-99
4.3 For organisations that have a unitary board structure, state the
number of members of the highest governance body that are
independent and/or non-executive members
Corporate Governance Report 75-99
4.4 Mechanisms for shareholders and employees to
provide recommendations or direction to the highest
governance body
Corporate Governance Report 75-99
4.14 List of Stakeholder group engaged by the organisation Sustainability Report 107
4.15 Basis for identification and selection of stakeholders Sustainability Report 107
Seylan Bank PLC Annual Report 2009 247
Index
No.
description Report Level Page
No.
5. MANAGEMENT APPROACH AND PERFORMANCE INDICATORS
Economic
EC1 direct economic value generated and distributed, including
revenues, operating costs, employee compensation, donations
and other community investments, retained earnings and
payments to capital providers and governments
Sustainability Report 108-109
EC3 Coverage of the organisations defined benefit plan obligations. Sustainability Report 108
EC4 Significant financial assistance received from government. None
EC9 Understanding and describing significant indirect economic
impacts, including the extent of impacts
Sustainability Report 108
Environmental
EN1 Materials used by weight or volume Sustainability Report 110
EN5 Energy saved due to conservation and efficiency improvements Sustainability Report 110
Society
SO1 Nature, scope and effectiveness of any programmes and
practices that assess and manage the impacts of operations
on communities including entering, operating and exiting.
Sustainability Report 116
SO2 Percentage and total number of business units analysed for
risks related to corruption
Sustainability Report 116
SO3 Percentage of employees trained in organisations anti-
corruption policies and procedures
Sustainability Report 116
SO6 total value of financial and in-kind contributions to political
parties , politicians and related institutions by Country
None
Labour
LA1 total workforce by employment type, employment contract,
and region
Sustainability Report 111
LA2 total number and rate of employee turnover by age group,
gender, and region
Sustainability Report 111
LA4 Percentage of employees covered by collective bargaining
agreements
Sustainability Report 112
LA6 Percentage of total workforce represented in formal joint
managementworker health and safety committees that
help monitor and advice on occupational health and safety
programmes
Sustainability Report 112
LA7 Rates of injury, occupational diseases, lost days, and
absenteeism, and number of work related fatalities by region.
Sustainability Report 112
LA8 Education, training, counseling, prevention of diseases,
and risk-control programs in place to assist workforce
members, their families, or community members regarding
serious diseases
Sustainability Report 112
LA10 Average hours of training per year per employee by
employee category
Sustainability Report 114
LA11 Programmes for skills management and lifelong learning
that support the continued employability of employees and
assist them in managing career endings
Sustainability Report 112,114
LA12 Percentage of employees receiving regular performance and
career development reviews
Sustainability Report 112
LA13 Composition of governance bodies and breakdown of
employees per category according to gender, age group,
minority group membership, and other indicators of diversity
Sustainability Report 112
Seylan Bank PLC Annual Report 2009 248
SUBJECt INdEX
Page No.
Annual Report of the Board of directors 119
Asset and Liability Management
Committee (ALCO) 69
Asset Quality 60
Audit Committee Report 100
Auditors 128
Auditors Report 136
Balance Sheet 139
Balance with Central Bank of Sri Lanka 166
BASEL II Implementation Plan 73
Basis of Provisioning for Loan Losses 179
Bills of Exchange 177
Board Integrated Risk Management
Committee Report 102
Board of directors 30, 123, 228
Board Subcommittees 85, 124
Borrowings 196
Branch Network 241
Business Continuity Planning 70
Capital Adequacy Ratios 160
Capital Commitments 205
Cash and Cash Equivalents 141
Cash Flow Statement 141
CEOs Message 57
Chairmans Message 07
Commitments and Contingencies 203
Concentration of Credit Risk 183
Corporate Governance Report 75
Corporate Information 245
Cost to Income Ratio 233
Credit Rating 245
Credit Risk 66, 157
debentures 239
debt-Equity Ratio 240
deferred tax 187
deposits 196
depreciation Rates 150
directors Interests in Contracts
with the Company 129
directors' Interests in Shares 125
directors Responsibility for Financial Reporting 134
dividend Cover 56
dividend Payout 233
dividends 121
donations 121
Earnings Per Share 56
Events Occurring After Balance Sheet date 205
Financial Calendar 117
Financial highlights 56
Financial Review 58
Foreign Exchange Profit 138
Form of Proxy Enclosed
Geographical Analysis 243
Glossary 244
GRI Compliance Index 246
Income Statement 138
Income tax Expense 164
Page No.
Independence of Auditors 128
Interest Cover 240
Interest Expense 162
Interest Income 162
Interest Rate Risk 69, 158
Interest Register 125
Interest Yield on Advances 233
Interest Yield on debentures 239
Investor Information 236
Lease Receivable 183
Liquidity 158
Liquidity Risk 70, 157
Loan Losses & Provisions 178
Loans & Advances 177
Management Report 57
Market Capitalisation 60
Market Risk 68
Maturity Analysis 218
Net Asset Value Per Share 56, 233
Nomination Committee 104
Non-Performing Loans & Advances 179
Notice of Meeting 249
Operating Expenses 163
Operational Efficiency 60
Operational Risk 69
Performance Indicators 233
Price Earnings Ratio 56
Principal Activities 143
Productivity 60
Profiles of the Board of directors 228
Profitability 58
Property, Plant & Equipment 190
Quick Assets Ratio 240
Related Party disclosures 205
Remuneration Committee Report 103
Return on Average Assets 233
Return on Average Equity 233
Risk Management Report 63
Sectoral Exposure of Credit Portfolio 67
Segment Reporting 220
Senior Management team 230
Share Prices 238
Significant Accounting Policies 144
Stability 60
Stated Capital 200
Statement of Changes in Equity 140
Statutory Reserve Fund 201
Strategic Plan 52, 62
Subsidiaries 119
Sustainability Report 105
the Case Study 07
ten Year Summary 232
total Equity 139
US$ Accounts 234
Value Added Statement 109
Vision & Mission 49, 50
Yield to Maturity of debentures 240
Seylan Bank PLC Annual Report 2009 249
NOtICE IS hEREBY GIVEN thAt the twenty third Annual General Meeting of Seylan Bank PLC will be held
on Friday 26th March 2010 at the Oak Room Cinnamon Grand Colombo, No. 77, Galle Road, Colombo 03,
at 10.30 a.m. for the following purposes:
ROUTINE BUSINESS
1. to receive and consider the Annual Report of the Board of directors on the Affairs of the Company and
the Audited Financial Statements for the year ended 31st december 2009, together with the Report of
the Auditors thereon.
2. to declare a preference dividend as recommended by the directors.
3. to declare a first and final ordinary dividend as recommended by the directors.
4. to re-elect Mr. N.M. Jayamanne PC, who retires by rotation at the Annual General Meeting in terms of
Article 82 of the Articles of Association of the Company, as a director.
5. to re-elect Mr. P.G.S. Kariyawasam at the Annual General Meeting in terms of Article 89 of the Articles
of Association of the Company, as a director.
6. to re-elect dr. N.h. Godahewa at the Annual General Meeting in terms of Article 89 of the Articles of
Association of the Company, as a director.
7. to re-elect Mr. A.L. devasurendra at the Annual General Meeting in terms of Article 89 of the Articles of
Association of the Company, as a director.
8. to re-elect Mr. I.C. Nanayakkara at the Annual General Meeting in terms of Article 89 of the Articles of
Association of the Company, as a director.
9. to re-elect Mr. S.P.S. Ranatunga at the Annual General Meeting in terms of Article 89 of the Articles of
Association of the Company, as a director.
10. to re-appoint Messrs KPMG Ford, Rhodes, thornton & Co., Chartered Accountants as the Auditors for
the ensuing year and authorise the directors to determine their remuneration.
11. to authorise the board of directors to determine donations for 2010.
12. to transact any other business of which due notice shall be given.
By Order of the Board
(Ms.) M.R.S. Gunasekara
Company Secretary
Colombo,
25th February 2010
Notes
(a) A member entitled to attend or attend and vote is entitled to appoint a proxy to attend/vote instead of him/her. A proxy holder
need not be a member of the Company. A form of proxy is enclosed for this purpose.
(b) The completed Form of Proxy should be deposited at the Office of the Company Secretary at Seylan Towers, No. 90, Galle Road,
Colombo 03 not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Only registered
holders will be permitted to attend the Annual General Meeting.
(c) Shareholders/proxy holders are requested when attending the Annual General Meeting to bring with them their National
Identity Cards or any other form of valid identification.
NOtICE OF MEEtING
In order to minimise wastage, the Bank has taken steps to avoid more than one copy of the Annual Report
being dispatched, to any one shareholder.
however, please inform the Company Secretary if you have received more than one copy of the Annual Report.
250
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m[pj ng];Fthy;
nghJKfhikahsu; gpujk epiwNtw;W mjpfhup
ngg;utup 17> 2010
Seylan Bank PLC Annual Report 2009 255
I/We* ...............................................................
of ......................being a shareholder/s of Seylan Bank PLC
hereby appoint Mr./Mrs./Miss.*................................................................
(N.I.C. No........................) of .................................. or
failing him/her* Mr. Eastman Narangoda of Rajagiriya, whom failing, Mr. Ramanathan Nadarajah of
Colombo 07, whom failing, Mr. Nihal Michael Jayamanne PC of Colombo 08, whom failing, Mr. Punsisi Lalith
Patuwatha Withana of Battaramulla, whom failing, Rear Admiral (Rtd.) Baminahennadige Ananda Jayalal
Gurukula Peiris of Pannipitiya, whom failing, Mr. Pradeepa Gamini Suraj Kariyawasam of Colombo 08, whom
failing, dr. Nalaka harshijeewa Godahewa of Mount Lavinia, whom failing, Mr. Ajith Lasantha devasurendra
of Colombo 05, whom failing, Mr. Ishara Chinthaka Nanayakkara of Rajagiriya, whom failing, Mr. Samantha
Pradeep Samarawickrama Ranatunga of Colombo 05, as my/our* Proxy to represent me/us* and to vote on
my /our* behalf at the Annual General Meeting of the Company to be held on 26th March 2010 and at any
adjournment thereof. I/We* the undersigned hereby authorise my/our Proxy to vote for me/us* and on my/our*
behalf in accordance with the preferences indicated below:
(
**
) For Against
1. to receive and consider the Annual Report of the Board of directors on the
Affairs of the Company and the Audited Financial Statements for the year
ended 31st december 2009, together with the Report of the Auditors thereon.
2. to declare a preference dividend as recommended by the directors.
3. to declare a first and final ordinary dividend as recommended by the directors.
4. to re-elect Mr. N.M. Jayamanne PC, who retires by rotation in terms
of Article 82 of the Articles of Association of the Company, as a director.
5. to re-elect Mr. P.G.S. Kariyawasam, who retires in terms of Article 89
of the Articles of Association of the Company, as a director.
6. to re-elect dr. N.h. Godahewa, who retires in terms of Article 89
of the Articles of Association of the Company, as a director.
7. to re-elect Mr. A.L. devasurendra, who retires in terms of Article 89
of the Articles of Association of the Company, as a director.
8. to re-elect Mr. I.C. Nanayakkara, who retires in terms of Article 89
of the Articles of Association of the Company, as a director.
9. to re-elect Mr. S.P.S. Ranatunga, who retires in terms of Article 89
of the Articles of Association of the Company, as a director.
10. to re-appoint M/s. KPMG Ford, Rhodes, thornton & Co.,
Chartered Accountants as the Auditors for the ensuing year and
authorise the directors to determine their remuneration.
11. to authorise the board of directors to determine donations for 2010.
(* Please delete the inappropriate words)
(** Please mark your preference with X)
Signed this . day of March 2010
................................................ ................................................
Signature/s of Shareholder/s Shareholder/s N.I.C/Co. Reg. No.
Notes and Instruction as to the completion of the Form of Proxy are noted on the reverse hereof:
FORM OF PROXY
Seylan Bank PLC Annual Report 2009 256
Notes
Only proxy holders of Ordinary voting shareholders are entitled to vote on their behalf at the Annual General Meeting and at
any adjournment thereof. Ordinary (Non-voting) shareholders and Preference shareholders can only appoint a proxy holder to
represent them at the Annual General Meeting.
INSTRUCTIONS FOR THE COMPLETION OF FORM OF PROxY
1. In terms of Article 63 of the Articles of Association of the Company -
this instrument appointing a proxy shall be in writing and
(a) in the case of an individual be under the hand of the appointer or his attorney or
(b) if such appointer is a company or corporation either under its common seal or under the hand of an
officer or attorney authorised in that behalf in accordance with its Articles of Association or constitution.
In terms of Article 69, a company or corporation being a member of the Company may appoint any of its
officers or any other person to be its representative or proxy at any meeting or meetings of the Company
and any person so appointed shall be entitled to be present and vote and exercise all other powers in
regard to any such meeting on behalf of the Company or Corporation which he represents as if he were
a member holding the shares of such company or corporation.
2. the full name and address of the shareholder should be filled in legibly on the Form of Proxy together
with the National Identity Card Number/Passport/Company Registration Number (as applicable).
3. the completed Form of Proxy should be deposited at the Office of the Company Secretary at Level 13,
Seylan towers, No. 90, Galle Road, Colombo 03 not later than 48 hours before the time appointed for the
holding of the Meeting.
4. If the Form of Proxy has been signed by an attorney, the relative power of attorney should also accompany
the completed Form of Proxy for registration, if such power of attorney has not already been registered
with the Company.
5. If there is any doubt as to how the vote is to be exercised, by reason of the manner in which the Form of
Proxy has been completed, no vote will be recorded by the Form of Proxy.
Seylan Bank PLC Annual Report 2009 257