Corporate Governance


The Board of Directors of Prime Finance PLC views good Corporate Governance as fundamental to the creation, protection and enhancement of the value of the Company, and to achieve sustainable growth. The Company has instilled the philosophy of Corporate Governance into all of its activities. The philosophy on Corporate Governance is a vital tool for performance targets while protecting all stakeholder interests. The fundamental principles such as independence, accountability, responsibility, transparency, fair and timely disclosures, credibility etc. serve as the means for implementing the philosophy of Corporate Governance in letter and spirit.

Prime Finance PLC is committed to values of ethical and transparent business conduct. The Board of Directors believes that Corporate Governance is respect for the inalienable rights of the shareholders as the true owners of the Company and acknowledgment of their own role as trustees on behalf of the shareholders. It also perceives the maximization of other stakeholders’ interest in the long-term interest of the shareholders and thereby long-term efficiency and progress of the Company.

The Board of Directors  

The Board of Directors of Prime Finance PLC plays a pivotal role in the effective governance of the Company. The Board of Directors is accountable to shareholders, regulators, and other stakeholders. The Board of Prime Finance PLC is well diversified and composed of individuals with a mix of knowledge and expertise in line with the Company’s size, strategy, risk profile, and complexity in order to facilitate effective oversight. The Corporate and Risk Governance Framework of the Company provides for independent assessments of the quality, accuracy, and effectiveness of the Company’s risk management functions, financial reporting, and compliance with laws and regulations.

The Board Sub-Committees  

The Board has established a number of Board Sub-Committees to assist it in carrying out more effectively its oversight of the operations and business affairs of the Company. These Board Sub-Committees currently comprise of

Board Audit Committee,

Board Integrated Risk Management Committee,

Board Remuneration and Nomination Committee and

Board Related Party Transactions Review Committee.

Board Audit Committee

The Board Audit Committee is a Sub-Committee of the Board of Directors established in compliance with Finance Companies (Corporate Governance) Direction No.03 of 2008, the Listing Rules of the Colombo Stock Exchange and Code of Best Practice on Corporate Governance issued jointly by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka.

The Terms of Reference of the Board Audit Committee clearly defines the mandate and role of the Committee. The Board Audit Committee assists the Board of Directors in discharging its general oversight responsibilities for financial reporting, internal controls, internal and external audits.

The composition of the Board Audit Committee

The Board Audit Committee chaired by an Independent Non-Executive Director and comprising exclusively of Non-Executive Directors. The Committee comprises of three Non-Executive Directors as follows;

Mr. H M Hennayake Bandara - Chairman (Independent Non-Executive Director)

-    Mr. M. D. S. Mangala Goonatilleke - Member (Independent Non-Executive Director)

-    Mr. Anura Wijesiri Perera - Member (Non-Executive Director)

The Company Secretaries functions as the Secretary to the Committee. The Chairman of the Committee is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka and of the Certified Management Accountants of Sri Lanka and counts many years of experience in the Financial Services Sector.


Board Integrated Risk Management Committee

The Board Integrated Risk Management Committee was reconstituted on 3rd March 2017 as a Sub-Committee of the Board of Directors in conformity with Section 8 (3) of the Finance Companies (Corporate Governance) Direction No. 03 of 2008. The Board Integrated Risk Management Committee assists the Board of Directors in ensuring the adequacy and effectiveness of the Company’s risk management framework and capabilities to achieve the strategic objectives.

The composition of the Board Integrated Risk Management Committee

 The Board Integrated Risk Management Committee comprises of three Non-Executive Directors and Key Management Personnel (KMPs) supervising Credit, Market, Liquidity, Operational and Strategic Risks as follows,

-    Mr. Mahinda Perera – Chairman of the Committee (Non-Executive Director)

-    Mr. H M Hennayake Bandara – Member (Independent Non-Executive Director)

-    Mr. M. D. S. Mangala Goonatilleke – Member (Independent Non-Executive Director)

-    Mr. Rasika Kaluarachchi – Chief Executive Officer

-    Mr. Samantha Fernando – Chief Operating Officer

-    Mr. Mahadevan Suthakar – Head of Risk & Compliance / Compliance Officer.

-    Mr. Manjula Tennakoon – Assistant General Manager (Finance)

The Confidential Secretary of the CEO functions as the Secretary to the Committee.


Board Remuneration and Nomination Committee

The Remuneration and Nomination Committee was reconstituted by the Board of Directors w.e.f. 1st April 2018 as a Board Sub Committee in conformity with the Listing Rules of the Colombo Stock Exchange and Code of Best Practice on Corporate Governance issued jointly by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka. The Remuneration and Nomination Committee assists the Board of Directors in fulfilling its oversight responsibility on the compensation and benefits granted to the Directors, Chief Executive Officer and Key Management Personnel of the Company and appointments and re-appointments of the Board of Directors and reviewing the succession plans for the Directors and Key Management Personnel.


The composition of the Remuneration and Nomination Committee

The Committee comprises of three Non-Executive Directors as follows,

-    Mr. Dhammika H. Kalapuge – Chairman of the Committee (Independent Non-Executive Director)

-    Mr. Mahinda Perera – Member (Non-Executive Director)

-    Mr. B. Premalal – Member (Non-Executive Director)

The Confidential Secretary of the CEO functions as the Secretary to the Committee. The Executive Director and Chief Executive Officer attend meetings by invitation except when their own evaluation is under discussion.


Board Related Party Transactions Review Committee

The Board Related Party Transactions Review Committee comprises three Non-Executive Directors appointed by the Board of Directors in conformity with Section – 9 of the Listing Rules of the Colombo Stock Exchange. The Committee is responsible to the Board of Directors in ensuring that the interest of shareholders as a whole is taken into consideration by the Company when entering into transactions with Related Parties.


The composition of the Board Related Party Transactions Review Committee

 The Committee comprises of three Non-Executive Directors as follows,

-    Mr. M. D. S. Mangala Goonatilleke – Chairman of the Committee (Independent Non-Executive Director)

-    Mr. Dhammika H. Kalapuge – Member (Independent Non-Executive Director)

-    Mr. Mahinda Perera – Member (Non-Executive Director)

The Confidential Secretary of the CEO functions as the Secretary to the Committee. The Chief Executive Officer, Chief Operating Officer, AGM Finance and Head of Risk and Compliance attend meetings by invitation.