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SLID webinar on New SEC Act

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The Sri Lanka Institute of Directors (SLID) in partnership with the Asian Pathfinder Legal Consultancy & Drafting Services held a public webinar on Directors’ Rights, Duties & Liabilities under the New SEC Act recently. The purpose of the session was to educate company directors on the relevant provisions of the Act and bring them up to date on the significant implications arising from it with regard to their role and responsibilities.

The two expert panelists, Dr. D. C. Jayasuriya P.C. and former Director General and Chairman of the SEC and Malik Cader, Attorney at Law and former Director General of the SEC in conversation with Faizal Salieh, Chairman of The Sri Lanka Institute of Directors provided several insights on the new Act and on how directors, auditors and company secretaries can adapt themselves to the new and tough regulatory regime.

Dr. Jayasuriya at the outset said that the new Act was comprehensive and has around 189 sections compared with the previous Act which had 40. While the objectives of the two look very much similar it is noteworthy that there are two significant changes in the new Act, one of which is that it highlights the efficient and transparent securities markets and the second being the protection of foreign investors. Stating that there were 4 approaches to the regulation of securities markets around the world such as merit, disclosure, and self-regulation, the new Act falls into an overkill situation with very strict regulation and penalties.

He also stated that it is very difficult to find any provision relating to the duties of the Directors under the Act and added that in comparison with the previous legislation, the new legislation has a broad regulatory reach and covers many products and market players. The new Act also goes beyond an individual director particularly in the context where a determination has to be made as to whether a person is acting in concert with regards to a takeover or merger situation. Dr Jayasuriya outlined 25 Do’s and Don’t’s for directors so that they will not be caught up under the Act.

Malik Cader stated that there is a perception among directors that the Act was “a draconian piece of legislation”, particularly in the context of the penalties that could be imposed. He highlighted the key areas of concern arising from the new Act and said that directors of listed companies have to take serious note of some of its provisions and described them as a paradigm shift from what it used to be. He mentioned specific areas such as good corporate governance practices including Fit & Proper criteria, duties of the auditor, issuance of securities, civil and criminal powers, and provisions relating to implementation.

Quoting that ‘no amount of rules and regulations will make a crooked man straight’, he stated that the fit & proper criteria included in the new Act was very commendable and that it is an effort to move toward a better governance structure for the capital markets. He further emphasized that some of the provisions that relate to enhancing corporate governance is in the appointment of a director, CEO or CRO (Chief Regulatory Officer) of a market institution where one must obtain prior approval from the SEC notwithstanding the provisions of the Companies Act No. 7 of 2007.

Moderator Faizal Salieh observed that the SEC is of the view that the new Act will enhance investor confidence in our capital markets by strengthening its hands and teeth in dealing with market manipulators and offenders on a wider canvass. He added that Sri Lanka is in a global setting where market manipulations and offences are beginning to see pronounced levels of increase; that Sri Lanka has had its share of market manipulations and therefore appropriate regulatory intervention was necessary to build trust and credibility in the capital market. He said that companies should consider aligning their internal policies to the SEC Act provisions on insider trading and handling of “inside” information, such as professional secrecy policies; codes of conduct; access to information policies, etc.

The discussion noted that given the globalization of capital markets, sharing of information among regulators is crucially important. Sec 171 (2) provides for this. Education of investors and market participants on ethical behavior standards; increasing the level of expertise of prosecutors and judges in dealing with capital market crimes and strict disclosure requirements that limit the scope of inside information and the time for keeping such information unpublished would help limit the potential for insider dealing.



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Code of Ethics for capital market influencers in the pipeline

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Tushara Jayaratne: ‘Priority for public protection

The Securities and Exchange Commission (SEC) of Sri Lanka is planning to introduce a Code of Ethics or a set of guidelines for the activities of capital market influencers to protect the public from ongoing scams involving the swindling money from potential investors in the share market.

“The market regulator has already identified Blue Ocean Securities Limited and Gladius South Asia as involved in such scams, which are being investigated by the relevant authorities, said Deputy Director General of the SEC Tushara Jayaratne.

The Deputy Director General also said that Gladius was using their their logo in a fraudulent manner to promote their business as well.

He said Blue Ocean has been involved in asking investors to start trading through an app named BOMate Nd. ‘Through this app, you can’t trade shares. But the money transaction goes through this app and the SEC system does not see these transactions, Jayaratne explained.

“The money is going somewhere else, Jayaratne told journalists at a media briefing yesterday held at the SEC auditorium, WTC building, Colombo.

Jayaratne said the SEC has already made complaints to both the Criminal Investigation Department (CID) of the police and the Financial Intelligence Unit (FIU) of the Central Bank.

The Deputy Director General said the second company, Gladius South Asia, has been involved in asking investors not to invest their money in the local stock market, but to do so in the markets in foreign countries.

He also said that the SEC has adopted 12 key capital market development projects to increase the number of capital market investors.

“The Introduction of a Code of Ethics and guidelines for registered investment advisers will help to develop the market in an efficient and effective way, he said.

Jayaratne, however, said that the Sri Lankan share market is not full of scams and that people can have confidence in the market.

“Our market is somewhat free and fair. From the perspective of investors, you also have a responsibility to be careful when investing in the market, he added.

By Hiran H Senewiratne

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Norway supports flood-affected communities in Sri Lanka

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Åsmund Aukrust

Norway is providing more than USD 2.4 million to assist those affected by severe flooding in Sri Lanka.

“Norway is contributing emergency assistance to people who have lost both their homes and livelihoods in Sri Lanka. A rapid response is crucial to ensure that those affected have shelter, food, healthcare and support to rebuild their communities,” said Norway’s Minister of International Development, Åsmund Aukrust.

The United Nations estimates that nearly 11 million people have been impacted by catastrophic floods and landslides across large parts of South and Southeast Asia. Sri Lanka, Indonesia, Thailand, Vietnam and Malaysia have experienced record rainfall since 17 November. In total, approximately 1,600 people have lost their lives, and 1.2 million have been forced to leave their homes. Critical infrastructure such as houses and roads has been destroyed, and health risks are increasing due to waterborne diseases and poor sanitation.

“Norway is now contributing NOK 20 million (approx. USD 2 million) to the Red Cross Movement and the UN system in Sri Lanka. These organisations have presence in the country and the capacity to respond quickly based on local needs,” Aukrust said.

Sri Lanka is among the hardest-hit countries. On 28 November, Cyclone Ditwah struck the country, bringing heavy rain and strong winds. The cyclone triggered landslides and caused the most severe floodsing in recent history. The Sri Lankan authorities have led the search and rescue operations and allocated significant resources for immediate relief. “When disasters of this magnitude occur, it is vital that the international community and countries like Norway step up and support local actors in managing the crisis,” Aukrust said.

In addition, the UN Central Emergency Response Fund (CERF) has allocated USD 4.5 million for flood response in Sri Lanka. Around one in ten dollars in the fund comes from Norway.

Norway is also assisting flood-affected communities in Sri Lanka through an immediate response mechanism in the World Food Programme (WFP). The International Labour Organization (ILO) has re-allocated around USD 100,000 in a Norway-funded job generation project, to assist flood-affected participants. Furthermore, Norway has funded a UN expert to help coordinate ongoing relief efforts in the affected areas.

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Janashakthi Finance appoints Sithambaram Sri Ganendran as CEO

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Sithambaram Sri Ganendran, Chief Executive Officer, Janashakthi Finance PLC

Janashakthi Finance PLC, formerly known as Orient Finance PLC and a subsidiary of JXG (Janashakthi Group), announces the appointment of Sithambaram Sri Ganendran as the Chief Executive Officer.

Sri Ganendran, who has held the position of Chief Operating Officer since September 2024, stepped in as Acting Chief Executive Officer during the past four months.

He brings with him almost 27 years of extensive experience in banking. Throughout his extensive career, he has held senior management roles in multiple local and international banks, where he acquired in-depth knowledge in operations, branch banking (across retail and SME sectors), operational risk, business continuity management, business integration, process reengineering, operational excellence, sales governance and credit card operations. He holds a plethora of qualifications including an MBA from American City University. He is a Fellow of the Chartered Institute of Management Accountants (CIMA) in the United Kingdom, and an Associate Member of the Chartered Institute of Securities and Investments (CISI), and a member of the Association of Professional Bankers of Sri Lanka.

Rajendra Theagarajah, Chairman of Janashakthi Finance PLC, said, “We are delighted to welcome Sithambaram Sri Ganendran to this important leadership role at a pivotal moment in our journey. His wealth of experience, proven track record, and people-focused leadership style make him well suited to strengthen and guide Janashakthi Finance, ensuring efficient continuity in all ongoing operations.”

The appointment of Sri Ganendran as Chief Executive Officer, reinforces Janashakthi Finance’s deep commitment to seamless operations and growth. It also underscores its dedication to vision of delivering trusted financial solutions, while continuously exploring opportunities for innovation and expansion to serve its customers and communities more efficiently.

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