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SEC announces revisions to corporate governance rules after 15 years

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key rules include minimum number of Board members, segregation of the position of Chairman and CEO
  • Amendments are aimed at reinforcing investor confidence in the capital market

  • Listed Companies required to establish policies for whistleblowing, anti-bribery and corruption

  • Audit Committees, Related Party Transactions Review Committees also need to be established

  • Fit and proper assessment criteria for directors and CEOs

The Securities and Exchange Commission (SEC) of Sri Lanka has announced revisions to Corporate Governance Rules applicable to entities listed on the Colombo Stock Exchange with effect from 1st October 2023.High standards of Corporate Governance with accountability and transparency are critical to building investor confidence in the capital market and is therefore a priority on the SEC’s regulatory agenda. The SEC recognising the need to improve the level of Corporate Governance among Listed Companies in the market initiated a process of amending the Rules on Corporate Governance through a process of stakeholder and public consultations. Based on the stakeholder and public responses the Rules were revised to enhance the governance structures and responsibilities of the Board of Directors and Board Committees of the companies.

These amendments which are in line with global best practices are intended to give clear direction on good Board and management practices that will help build investor and stakeholder confidence.

According to the amended Rules, Listed Companies are required to, among others, establish and maintain Board Policies for Risk Management and Internal Controls, Relations with Shareholders and Investors, Whistleblowing, Corporate Disclosures, Environmental, Social and Governance Sustainability and Anti-Bribery and Corruption. The Rules will require Listed Companies to disclose these policies as well as the implementation details of such policies on their respective company websites and make reference to the website content in their annual reports.

As an important mechanism for the check and balance process in the governance of companies, the revisions require the establishment and operationalisation of Nomination and Governance Committees, Remuneration Committees, Audit Committees, Related Party Transactions Review Committees and where appropriate Risk Committees. Other key Rules include, minimum number of Board members, segregation of the position of Chairman and Chief Executive Officer, appointment of a Senior Independent Director in specific instances, ‘Fit and Proper’ Assessment Criteria for directors and CEOs, criteria for determining independence of directors and requirements on Alternate Directors. Whilst the effective date is 01st October 2023 for most Rules, there will be provision for extended time limits on certain Rules in order to enable companies to reorganize their Board structures.

These revisions are the result of the continued collaborative efforts between the SEC, CSE and the industry to strengthen Sri Lanka’s corporate governance framework. The last update of the Rules on Corporate Governance was in 2008.



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Embedding human rights, equity and integrity into business leadership

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Rathika de Silva, Executive Director

At its 2026 Social Sustainability Programme Kick-Off, the UN Global Compact Network Sri Lanka convened business leaders to advance the translation of global ambition into practical corporate action on inclusion, integrity and human rights.

On 24 February 2026, the UN Global Compact Network Sri Lanka (Network Sri Lanka) convened business leaders at Barefoot Garden Café for its 2026 Social Sustainability Programme Kick-Off, delivered in collaboration with Good Life X.

The gathering did more than introduce a calendar of events. It positioned Sri Lanka’s corporate community within the broader direction of the UN Global Compact’s 2026–2030 global strategy — a strategy anchored in three imperatives: equipping companies to act, catalyzing collective action, and advancing the business case for responsible leadership.

At its core, the 2026 Social Sustainability agenda is designed to move companies from commitment to capability.

Within the Diversity & Inclusion Working Group, this means building practical pathways toward equal pay for equal work and strengthening male allyship as a governance issue rather than a cultural afterthought. It means examining sexual and reproductive health, disability inclusion, and mental health not as employee benefits, but as structural determinants of productivity and retention. It means sharpening strategic communications so inclusion is embedded in brand integrity. It also means applying science-based behavioural change approaches to shift organizational culture in measurable ways.

Across the Business & Human Rights Working Group, equipping companies takes the form of deepened engagement on decent work and living wage implementation, strengthening human rights due diligence processes, and addressing emerging risk areas such as AI and digital rights. It extends to reinforcing business integrity and anti-corruption frameworks, understanding the social dimensions of a just transition, and recognizing the link between child rights, nutrition, and workforce productivity.

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Union Bank to raise LKR 3 Bn via Basel III Compliant Debenture Issue

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Shanka Abeywardene

Union Bank of Colombo PLC announced its proposed Debenture Issue 2026, a strategic move aimed at raising up to LKR 3 billion. This issue is designed to bolster the Bank’s Tier II capital base and provide a robust financial foundation for its upcoming growth initiatives.

The offering consists of Basel III compliant, listed, rated, unsecured, subordinated, redeemable high-yield debentures with Non-Viability Conversion. The instrument has been assigned a rating of BB (lka) by Fitch Ratings (Lanka) Ltd, reflecting the bank’s creditworthiness and the structured nature of the subordinated debt.

Investors can choose from three distinct interest structures starting from a high-yield 13% fixed rate per annum (Type A). This option is paid annually, while Type B offers a 12.5% fixed rate paid semi-annually (12.89% AER). For those seeking market-linked returns, Type C provides a floating rate of the 182-days Treasury Bill rate plus a 400-basis point margin, also paid semi-annually.

The debentures are priced at LKR 100 per unit with a 5-year tenure (2026–2031). The initial issue size is set at 20,000,000 debentures with an option to raise 10,000,000 at the discretion of the Bank and is scheduled to open on 10 March 2026.

Shanka Abeywardene, Chief Financial Officer of Union Bank stated “This debenture issue marks a significant step in the Bank’s journey towards enhanced financial stability. By strengthening its capital adequacy, Union Bank is well-positioned to navigate evolving market conditions while fuelling its long-term strategic objectives for sustainable growth”

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Sanjay Kulatunga appointed to WindForce Board

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Sanjay Kulatunga

WindForce PLC announced the appointment of  Sanjay Kulatunga as an Independent, Non-Executive Director to its Board with effect from 03rd March 2026, following the resignation of Dilshan Hettiaratchi. The appointment further strengthens the Company’s governance framework, strategic oversight, and long-term decision-making capabilities.

Kulatunga brings an established track record as a founder, entrepreneur, and senior executive across financial services and export-oriented industries. He is the Chief Executive Officer and Co-Founder of LYNEAR Wealth Management, a boutique investment firm established in 2013, which has since grown to become one of Sri Lanka’s largest private wealth management institutions, serving high-net-worth individuals as well as local and international institutional clients.

Prior to founding LYNEAR, Kulatunga played a pivotal role in the establishment of Amba Research, an investment research offshoring firm rooted in Sri Lanka and now operating as part of Acuity Analytics.

Over the years, he has contributed extensively to several key national institutions. His previous appointments include serving on the Financial Sector Stability Consultative Committee of the Central Bank of Sri Lanka, as well as the Board of Investment of Sri Lanka and the Securities and Exchange Commission of Sri Lanka.

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