Commercial Bank issues statement on its AGM

Two days after its AGM, the Commercial Bank yesterday issued a statement clarifying some of the news reports on the event. Following is the full statement issued by Commercial Bank Company Secretary R. R. Dunuwille on behalf of the Board of Directors:

The Board of Directors of Commercial Bank of Ceylon wishes to inform the public of the following facts regarding the proceedings of the Annual General Meeting held on 30 March 2011 pertaining to the re-election of Ranjit Fernando as a Director and also to the subsequent appointment by the Board of Lakshman Hulugalle, as a Director of the Bank. This is for purposes of clarifying any rumours that may be suggesting the facts to be as otherwise:

The Board of Directors of the bank recommended the re-election, at the AGM, of Ranjit Fernando as a Director of the Bank.

Such recommendation is also reported in the bank’s Annual Report for the year 2010.

The bank subsequently received proxies from some of its major shareholders indicating that they would not support the re-election of Fernando.

Fernando thereupon decided that he would not stand for re-election at the AGM and informed the bank accordingly. Fernando also informed the shareholders at the AGM of this fact. Fernando accordingly did not stand for re-election at the AGM and has since ceased to be a Director of the Bank.

Lakshman Hulugalle had been proposed, prior to the AGM, to be appointed to the Board of the bank to fill a casual vacancy on the Board. His nomination was unanimously accepted by the Board and in conformity with banking regulations his proposed appointment was submitted to the Central Bank for formal approval.

The approval from the Central Bank was received, however subsequent to the Notice of the AGM having been dispatched to shareholders. As such, shareholders could not have been provided with the statutory notice of the proposed election of Hulugalle at the AGM, if his appointment to the Board had been effected at that point of time.

At a special Board Meeting held immediately after the AGM, the Board unanimously appointed Hulugalle to the Board of the bank to fill a casual vacancy which had occurred on the Board prior to the AGM.

The Board wishes to clarify and reiterate that Ranjit Fernando’s  decision not to stand for re-election was his own independent decision and was not in any way whatsoever for the purpose of accommodating the appointment of Hulugalle to the Board of the bank.