The Statement sets out the responsibility of the Board of Directors, in relation to the Financial Statements of the Commercial Bank of Ceylon PLC (the Bank) and the Consolidated Financial Statements of the Bank and its Subsidiaries and the Associate (the Group).

The responsibilities of the External Auditors in relation to the Financial Statements are set out in the “Independent Auditor’s Report” given on pages 288 to 292

In terms of Sections 150 (1), 151, 152 (1) and 153 (1) & (2) of the Companies Act No. 07 of 2007 and amendments thereto, the Board of Directors of the Bank is responsible for preparing Financial Statements that give a true and fair view of the financial position (State of affairs) as at the end of each financial year and the financial performance (profit or loss or income and expenditure) for each financial year of the Group and the Bank as per the requirements set out in the Act.

The Directors are also responsible to keep proper books of account of all the transactions and maintain adequate internal financial controls and risk management framework within the Bank to protect and safeguard the Bank assets and prevents frauds and mismanagements.

And the Directors also need to ensure that adequate resources exist within the Bank to adopt going concern basis in preparing Financial Statements.

The Financial Statements comprise of the Statement of Financial Position as at December 31, 2024, the Income Statement and Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows for the year then ended and Notes thereto of the Group and the Bank.

Accordingly, the Board of Directors confirms that the Financial Statements of the Group and the Bank give a true and fair view of the

• financial position of the Group and the Bank as at December 31, 2024; and
• financial performance of the Group and the Bank for the financial year then ended.

COMPLIANCE REPORT

The Board of Directors also wishes to confirm that:

(a) appropriate Accounting Policies have been selected and applied in preparing the Financial Statements exhibited on pages 295 to 458 based on the latest financial reporting framework on a consistent basis, while reasonable and prudent judgements have been made so that the form and substance of transactions are properly reflected and material departures, if any, have been disclosed and explained;

(b) the Financial Statements for the year ended December 31, 2024, prepared and presented in this Annual Report are in agreement with the underlying books of account and are in conformity with the requirements of the following:

Sri Lanka Accounting Standards;

Companies Act and amendments thereto;

• Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and amendments thereto;
• Banking Act No. 30 of 1988 and amendments thereto and the Directions, Determinations and Guidelines issued by the Central Bank of Sri Lanka (CBSL);
• Listing Rules of the Colombo Stock Exchange (CSE); and
• Code of Best Practice on Corporate Governance 2023 issued by CA Sri Lanka;

(c) these Financial Statements comply with the prescribed format issued by the CBSL in the Circular on the “Publication of annual and quarterly financial statements and other disclosures by licensed banks”;

(d) proper accounting records which correctly record and explain the Group’s and the Bank’s transactions have been maintained as required by Section 148 (1) of the Companies Act to determine at any point of time the Group’s and the Bank’s financial position, with reasonable accuracy, enabling preparation of the Financial Statements, in accordance with the Companies Act to facilitate proper audit of the Financial Statements;

(e) they have taken appropriate steps to ensure that the Group and the Bank maintain proper books of account and review the financial reporting system directly by them at their regular meetings and also through the BAC, the Report of which is given on pages 214 to 217 The Board of Directors also approves the Interim Financial Statements prior to their release, following a review and recommendation by the BAC;

(f) they accept responsibility for the integrity and objectivity of the Financial Statements presented in this Annual Report;

(g) they have taken reasonable measures to safeguard the assets of the Group and the Bank and to prevent and detect frauds and other irregularities. In this regard, the Board of Directors has instituted an effective and comprehensive system of internal controls comprising of internal checks, internal audit and financial and other controls required to carry on the business of banking in an orderly manner and safeguard its assets and secure as far as practicable, the accuracy and reliability of the records. The “Directors’ Statement on Internal Control over Financial Reporting and Risk Management” is given on pages 248 and 249;

(h) to the best of their knowledge, all taxes, duties and levies payable by the Bank and its Subsidiaries, all contributions, levies and taxes payable on behalf of and in respect of the employees of the Bank and its Subsidiaries, and all other known statutory dues as were due and payable by the Bank and its Subsidiaries as at the Reporting date have been paid or, where relevant, provided for, except as specified in Note 59 to the Financial Statements on “Litigation against the Bank” on page 415.

(i) as required by the Section 56 (2) of the Companies Act, they have authorised distribution of the dividends paid and proposed upon being satisfied that the Bank and all its Subsidiaries, subject to complying with all the conditions imposed by the CBSL, would satisfy the solvency test after such distributions are made in accordance with the Section 57 of the Companies Act and have obtained in respect of dividends paid and proposed, and also for which approval is now sought, necessary certificates of solvency from the External Auditors;

(j) as required by the Sections 166 (1) and 167 (1) of the Companies Act, they have prepared this Annual Report in time and ensured that a copy thereof is sent to every shareholder of the Bank, who has expressed desire to receive a hard copy. A soft copy of this Annual Report has also been hosted in the ‘Investors’ section of the Bank’s website (https://www.combank.lk/investors), in addition to the soft copy thereof available in the CSE website (https://cdn.cse.lk/cmt/upload_report_file/369_1709636062232.pdf), for the benefit of other shareholders within the stipulated period of time as required by the Rules No. 7.5 (a) and (b) of Continuing Listing Requirements of the Listing Rules of the CSE, instead of sending a soft copy in a CD. Further, an interactive html version of the Annual Report too has been hosted in the Bank’s website (https://www.combank.lk/investors);

(k) that all shareholders in each category have been treated equitably in accordance with the original terms of issue;

(l) that the Bank and its quoted subsidiary have met all the requirements under Section 07 of Continuing Listing Requirements of the CSE, where applicable;

(m) that after considering the financial position, operating conditions, economic indicators, regulatory and other factors and such matters required to be addressed in the ‘Code of Best Practice on Corporate Governance 2023’ issued by the CA Sri Lanka, the Board of Directors has a reasonable expectation that the Bank and its Subsidiaries possess adequate resources to continue in operation for the foreseeable future. For this reason, we continue to adopt the Going Concern basis in preparing the Financial Statements;

(n) the Financial Statements of the Group and the Bank have been certified by the Chief Financial Officer, the officer responsible for their preparation, as required by the Sections 150 (1) (b) and 152 (1) (b) of the Companies Act and also have been signed by three Directors and the Company Secretary of the Bank on February 28, 2025 as required by the Sections 150 (1) (c) and 152 (1) (c) of the Companies Act and other regulatory requirements; and

(o) the Bank’s External Auditors, Messrs KPMG who were appointed in terms of the Section 158 of the Companies Act and in accordance with a resolution passed at the last Annual General Meeting held on March 28, 2024, were provided with every opportunity to undertake the inspections they considered appropriate. They carried out reviews and sample checks on the system of internal controls as considered appropriate and necessary for expressing their opinion on the Financial Statements and maintaining accounting records. They have examined the Financial Statements made available to them by the Board of Directors of the Bank together with all the financial records, related data and Minutes of shareholders’ and Directors’ Meetings and expressed their opinion in the ‘Independent Auditor’s Report’ which appears as reported by them on pages 288 to 292.

Accordingly, the Board of Directors is of the view that they have discharged their responsibilities as set out in this Statement.

By Order of the Board,

R A P Rajapaksha
Company Secretary

February 28, 2025
Colombo