Management Discussion and Analysis

Investor Relations


Dear Stakeholder,

We would like to express our sincere gratitude to our loyal investors for choosing to invest in the capital of the Bank, both equity and debt, and assure you that we are constantly working to optimise returns on your investments through prudent and sustainable growth and value creation. We recognise that it is our duty to provide you with timely, relevant, and balanced view of the Bank’s fundamentals in terms of operational results, financial position, and cash flows so that you can make wise and well-informed decisions. We are one of the four Domestic Systemically Important Banks (D-SIBs) and the only private sector bank in Sri Lanka designated by the Central Bank of Sri Lanka as a higher-tier D-SIB and also as the largest private sector Bank in the country. In this regard, we are confident that we were able to meet the expectations of our valued investors despite the unprecedented operating environment and the unfavourable macro-economic conditions that defined the year 2022. We would like to pledge to uphold our commitment to fulfilling our obligations in the future in the best interests of our investors. We are confident that the information provided in this Integrated Annual Report will help investors to better understand the Bank’s core competencies, boost trust, and foster loyalty, bringing together a loyal group of investors who takes a long term view of sustainable value creation for their investment.

The Bank continuously aims to foster effective two-way communication with our valued investors, promoting mutual trust and confidence, while ensuring the rights conferred on the investors by various statutes to address the material matters as identified therein, as further explained in the section on Connecting with stakeholders, We believe that these initiatives have given the Bank the opportunity to actively engage with our investors in a consistent, extensive and effective manner, often going beyond the legal requirements and in the underlying spirit, promoting its reputation.

The Bank deploys a multi-faceted approach to engage and interact with its stakeholders. This includes the Annual Report, which serves as the Bank’s primary investor communications tool as well as the Annual General Meetings and Extra-Ordinary General Meetings, which are called as needed giving the investor community opportunities to engage and interact with the Bank. As in the past, the Bank took the initiative to produce an integrated Annual Report in a concise manner this year as well, as can be observed across each section of this Report. The insightful feedback provided by our shareholders in response to previous surveys and comments has been carefully taken into account. In order to seek your useful recommendations and opinions for further improvements, we have made arrangements to include a stakeholder feedback form in this year’s Annual Report in order to seek your valuable suggestions and opinion for further improvements. Your feedback is very important to us and we take them very seriously. We make every effort to improve our Annual Report each year by considering your valuable suggestions and incorporating them into our strategies for long-term value creation to all our stakeholders. These engagements, in our opinion, will undoubtedly assist our investors in gaining insights into the Bank’s performance, strategic direction, governance mechanism in place, risk management strategies adopted and the Sustainability Framework.

Financial information relevant to investors can be found in our website; is another popular channel available for stakeholders, where both a PDF and an interactive version of the Bank’s Annual Report have been hosted. The Bank makes sure that its pages are regularly updated along with the rest of the site’s content.

 

We are confident that despite the unprecedented economic and operating environment that persisted throughout the year due to a multitude of global and local developments detailed in Our Operating Context and Outlook, the Bank’s efforts to have effective communication and active engagement with significant stakeholder groups have made the Bank's shares an attractive investment proposition.

Performance of the Colombo Stock Exchange (CSE) in 2022

Contrary to the year 2021, a record-breaking year for the CSE, 2022 saw a notable decline in the performance of the CSE during most part of the year. The decline was primarily due to effect of COVID-19, followed by the social unrest and the unstable political environment. Consequently, the benchmark All Share Price Index (ASPI) dropped to 8,490 points by the end of 2022 from 12,226 points recorded at the end of 2021, recording a drop of 3,736 points or 30.56%. The S&P SL20 index followed the ASPI and dropped to 2,636 points by the end of 2022, from 4,232 points at the end of 2021, recording a drop of 1,596 points or 37.72%. The market capitalisation also recorded a sharp drop, falling from Rs. 5.490 Tn. at the end of 2021 to Rs. 3.847 Tn. at the end of 2022, a drop of 29.93%.

Performance of the Banking Sector and Commercial Bank shares in 2022

Given the adverse performance of the ASPI and the S&P SL20 indices during 2022, as shown in the above graph, the banking sector shares too displayed subpar performance primarily because of the perceived sector-specific uncertainties, which directly affected the performance of banks. They included many relief programs offered to both affected individuals and corporate customers including the extension of moratoriums by the regulator, lack of appetite for lending by banks for obvious reasons, restrictions imposed on the payment of cash dividends by the regulator, the Government decision to increase VAT on Financial Services to 18% from 15% effective from January 2022, Corporate Income Tax rates effective from July 2022 and the introduction of Social Security Contribution Levy of 2.5% effective from October 2022. These factors contributed to the drop in the share price of the Bank’s ordinary voting shares, which traded at a discount to its book value at 0.31 times at the end of 2022 (0.57 times at the end of 2021). However, it continued to remain the highest among the peers in the banking sector. Following the trend recorded in the ASPI and the S&P SL20 indices, the Bank index too dropped by 36.68% in 2022 and stood at 386 points at the end of 2022 compared to 609 points at the end 2021.

As at December 31, 2022, the Bank’s public holding (free float) was 99.81% in voting shares (up from 99.77% in 2021) and 99.88% in non-voting shares (up from 99.86% in 2021), while its float-adjusted market capitalisation (compliant under option-1 of the Rules on minimum public holding requirement of the CSE) was Rs. 61.476 Bn. (down from Rs. 93.981 Bn. in 2021). As shown in Tables 34 and 35, investors are given a convenient “enter and exit” mechanism even though the number of share transactions and the number of shares traded in the CSE recorded a notable decline. It is important to note that despite the difficult circumstances encountered in 2022, the number of shareholders holding both voting and non-voting shares of the Bank during the year stayed roughly at the same levels as depicted in Table 37 This shows the confidence placed by investors in the Bank’s shares.

Compliance report on the contents of the Annual Report in terms of the Listing Rules of the CSE

We are pleased to inform you that the Bank has fully complied with all relevant provisions of Section 7.6 of the Listing Rules of the CSE regarding the information to be included in an entity’s Annual Report and financial statements.

Table 27 given below provides a complete list of disclosure requirements and references to the relevant sections of this Annual Report where the Bank’s compliance with the required disclosures are made together with the relevant page numbers.

The pages that follow contain information on the performance of the Bank’s listed securities.

Table – 27: Compliance with requirements of the Section 7.6 of the Listing Rules of the CSE

Rule No. Disclosure requirement Section/Reference
7.6 (i) Names of persons who during the financial year were Directors of the Bank Governance and Risk Management
7.6 (ii) Principal activities of the Bank and its subsidiaries during the year and any changes therein Note 1.3 to the Financial Statements Group Structure
7.6 (iii) The names and the number of shares held by the 20 largest holders of voting and non-voting shares and the percentage of such shares held Item 4.2 of the “Investor Relations”
7.6 (iv) The float adjusted market capitalisation, public holding percentage (%), number of public shareholders and under which option the Bank complies with the minimum public holding requirement, in respect of voting ordinary shares. The public holding percentage (%) in respect of non-voting ordinary shares. Item 4.3 of the “Investor Relations”
7.6 (v) A statement of each Directors’ holding and Chief Executive Officer’s holding in shares of the Bank at the beginning and end of the financial year Item 4.4 of the “Investor Relations”
7.6 (vi) Information pertaining to material foreseeable risk factors of the Bank Item 5 of the “Investor Relations”
7.6 (vii) Details of material issues pertaining to employees and industrial relations of the Bank Item 6 of the “Investor Relations”
7.6 (viii) Extents, locations, valuations, and the number of buildings of the Bank’s land holdings and investment properties Note 38.5 (a) and (b) to the Financial Statements
7.6 (ix) Number of shares representing the Bank’s stated capital Note 51 to the Financial Statements
Item 7 of the “Investor Relations”
7.6 (x) A distribution schedule of the number of holders in each class of equity securities, and the percentage of their total holdings as at the end of the year Item 4.5 of the “Investor Relations”
7.6 (xi) Ratios and market price information: Equity – Dividend per share, dividend payout ratio, net asset value per share, market value per share – highest and lowest values recorded during the financial year and the market value as at the end of financial year – Highest price, lowest price, last traded price Debt – Interest rate of comparable Government Securities, debt/equity ratio, interest cover and quick asset ratio, market prices and yield during the year Any changes in credit rating (for the Bank or any other instrument issued by the Bank) Financial Highlights
Items 2, 3 and 11 of the
“Investor Relations”
Items 10 and 11 of the “Investor Relations”
Item 12 of the “Investor Relations”
7.6 (xii) Significant changes in the Bank’s or its subsidiaries’ fixed assets and the market value of land, if the value differs substantially from the book value Note 38.5 (b) to the Financial Statements
7.6 (xiii) Details of funds raised through an Initial Public Offering and/or a further issue of securities during the year a. the manner in which the funds of such issue/s have been utilised in conformity with the format provided by the Exchange from time to time; b. if any shares or debentures have been issued, the number, class and consideration received and the reason for the issue; and, c. any material change in the use of funds raised through an issue of Securities. In the event the funds raised through the Initial Public Offering and/or the further issue of securities (as applicable) have been fully utilised by the Bank as disclosed in the Prospectus and/or Circular to shareholders between two financial periods, the entity shall disclose such fact in the immediate succeeding Annual Report or the interim financial statement, whichever is published first. Note 51 and 51.1 to the Financial Statements The Bank did not raise funds through a share issue during the year. Note 50 to the Financial Statements for the details of debentures issued during the year. Item 10 of the “Investor Relations”
7.6 (xiv) a. Information in respect of Employee Share Option Schemes (ESOS) – The number of options granted to each category of employees during the financial year. – Total number of options vested but not exercised by each category of employees during the financial year. – Total number of options exercised by each category of employees and the total number of shares arising therefrom during the financial year. – Options cancelled during the financial year and the reasons for such cancellation. – The exercise price. Note 52.1 to the Financial Statements
– A declaration by the Directors of the Bank confirming that the Bank or any of its subsidiaries has not, directly or indirectly, provided funds for the ESOS. Item 24 of the Statement of Compliance
b. Information in respect of Employee Share Purchase Schemes (ESPS) – The total number of shares issued under the ESPS during the financial year – The number of shares issued to each category of employees during the financial year – The price at which the shares were issued to the employees – A declaration by the Directors of the Bank confirming that the Bank or any of its subsidiaries has not, directly or indirectly, provided funds for the ESPS Not applicable as the Bank
does not have Employee Share Purchase Schemes
7.6 (xv) Disclosures pertaining to corporate governance practices in terms of Rules 7.10.3, 7.10.5 (c) and 7.10.6 (c) of Section 7 of the Rules. Not applicable since the Bank received an exemption in terms of Section 7.10 (c) of the Listing Rules
7.6 (xvi) Related party transactions exceeding 10% of the equity or 5% of the total assets of the Bank as per Audited Financial Statements, whichever is lower The Bank did not have any related party transactions exceeding this threshold during the year 2022 and as at end 2022 (Note 62.6 to the Financial Statements)
Details of investments in a related party and/or amounts due from a related party to be set out separately The details shall include, as a minimum: i. The date of the transaction; ii. The name of the related party; iii. The relationship between the Bank and the related party; iv. The amount of the transaction and terms of the transaction; v. The rationale for entering into the transaction. Item 20.3 of the Statement of Compliance

1. Listed securities of the Bank

The Bank’s ordinary shares (both voting and non-voting) are listed on the Main Board of the CSE under the ticker symbol “COMB”. All debentures issued are also listed on the CSE. (Refer Table 28 for a summary of listed securities of the Bank).

The Business section of most daily newspapers, including the Daily News, Daily FT, The Island and Daily Mirror carry a summary of trading activity and the daily prices of shares and debentures traded (if any) using the abbreviation of Commercial Bank or COMB.

Table – 28: Summary of listed securities of the Bank

Number in issue as at Stock symbol
December 31, 2022 December 31, 2021
Equity
Ordinary shares – Voting 1,167,236,442 1,124,480,528 COMB-N0000
Ordinary shares – Non-voting 72,541,605 69,740,771 COMB-X0000
Debt
Fixed rate Debentures March 2016/26 17,490,900 17,490,900 COMB-BD-08/03/26-C2342-11.25%
Fixed rate Debentures October 2016/26 19,282,000 19,282,000 COMB-BD-27/10/26-C2359-12.25%
Fixed rate Debentures July 2018/23 83,938,400 83,938,400 COMB-BD-22/07/23-C2404-12.00%
Fixed rate Debentures July 2018/28 16,061,600 16,061,600 COMB-BD-22/07/28-C2405-12.50%
Fixed rate Debentures September 2021/26 42,374,700 42,374,700 COMB-BD-20/09/26-C2491-09.00%
Fixed rate Debentures September 2021/28 43,580,000 43,580,000 COMB-BD-20/09/28-C2492-09.50%
Fixed rate Debentures December 2022/27 67,246,800 Issued during the year 2022 COMB-BD-11/12/27-C2504-28.00%
Fixed rate Debentures December 2022/29 32,638,200 COMB-BD-11/12/29-C2503-27.00%
Fixed rate Debentures December 2022/32 115,000 COMB-BD-11/12/32-C2505-22.00%

Equity securities

Table – 29: Features of ordinary shares

Security type Quoted ordinary shares
Listed exchange Colombo Stock Exchange (CSE) – Main Board
Featured stock indices All Share Price Index (ASPI)
Standard & Poor’s Sri Lanka 20 (S&P SL20)
GICS Industry Group Banks
CSE stock symbol Voting – COMB.N0000
Non-voting – COMB.X0000
International Securities Identification Number (ISIN) Voting – LK0053N00005
Non-voting – LK0053X00004

2. Performance of COMB shares and returns to shareholders

Despite the year’s lacklustre market performance, investor interest in the Bank’s shares persisted during the year compared to 2021 as evidenced by the increased number of shareholders in both Voting and Non-Voting Ordinary Shares (Refer table 37).

The market price of an ordinary voting share of the Bank decreased by 36.70% (a drop of 1.98% in 2021) from Rs. 79.30 at the end of 2021 to Rs. 50.20 at the end of 2022 (Tables 31 and 32). The Bank continued with its policy of issuing scrip dividends and Employee Share Option Plans. Market capitalisation in terms of rupees for both voting and non-voting shares stood at Rs. 61.6 Bn. (USD 167.824 Mn.) at the end of 2022 compared to Rs. 94.2 Bn. (USD 470.963 Mn.) at the end of 2021, and accounted for 1.6% of the total market capitalisation as at end of 2022 (1.72% in 2021). The Bank’s shares ranked twelfth among all listed entities and first among the listed corporates in the Banking sector. During most of 2022, the movement of the prices of non-voting shares followed the trend of the voting shares.

2.1 Movement of COMB voting share price over the year Table – 30

Month Jan., 22 Feb., 22 Mar., 22 Apr., 22 May, 22 Jun., 22 Jul., 22 Aug., 22 Sep., 22 Oct., 22 Nov., 22 Dec., 22
Highest price (Rs.) 85.00 83.00 83.00 64.80 56.00 54.80 58.00 56.70 59.90 55.50 52.00 52.80
Lowest price (Rs.) 79.00 78.20 61.00 50.00 50.00 50.00 49.60 51.10 51.00 49.50 48.70 50.00
Price at the month-end (Rs.) 82.60 81.90 62.70 51.50 53.90 50.60 52.70 51.90 55.00 50.20 51.40 50.20

2.2 Share price movement of last five years Table – 31

2022 Rs. 2021 Rs. 2020 Rs. 2019 Rs. 2018 Rs.
Ordinary shares – Voting
Highest price during the year 85.00 105.00 96.00 115.90 142.50
Lowest price during the year 48.70 76.90 50.00 88.60 107.50
Last traded price 50.20 79.30 80.90 95.00 115.00
Ordinary shares – Non-voting
Highest price during the year 78.50 95.90 87.20 99.40 110.00
Lowest price during the year 39.40 69.60 48.00 74.00 88.00
Last traded price 41.30 72.00 70.10 83.00 95.00

2.3 Sustainable value for investors Table – 32

Ordinary shares – Voting Ordinary shares – Non-voting
Trade date 2022 2021 Trade date 2022 201
Rs. Rs. Rs. Rs.
Highest price January 24, 2022 85.00 January 24, 2022 78.50
January, 29 2021 105.00 January, 19 2021 95.90
Lowest price November 08, 2022 48.70 August 19, 2022 39.40
December 23, 2021 76.90 December 22, 2021 69.60
Year-end price 50.20 79.30 41.30 72.00

2.4 Information on shareholders’ funds and Bank’s market capitalisation Table – 33

As at December 31, Shareholders’ funds Commercial
Bank’s market
capitalisation (*)
Total market
capitalisation
of the CSE
Commercial Bank’s
market capitalisation
as a percentage of
CSE market
capitalisation
Commercial
Bank’s market
capitalisation
ranking
Commercial
Bank’s market
capitalisation (*)
Rs. Bn. Rs. Bn. Rs. Bn. % Rank USD Mn.
2022 204 62 3,847 1.60 12 167.824
2021 165 94 5,490 1.72 9 470.963
2020 157 94 2,961 3.16 5 500.902
2019 133 97 2,851 3.40 4 532.699
2018 118 115 2,839 4.05 3 628.415

(*) Market capitalisation includes both voting and non-voting shares

2.5 Number of share transactions (No.) Table – 34

2022 2021 2020 2019 2018
Ordinary shares – Voting 25,271 58,754 85,914 21,481 13,364
Ordinary shares – Non-voting 10,075 18,827 21,407 5,452 4,553

2.6 Number of shares traded (No. ’000) Table – 35

2022 2021 2020 2019 2018
Ordinary shares – Voting 114,432 187,853 385,017 89,289 95,286
Ordinary shares – Non-voting 8,355 15,712 26,614 5,893 10,637

3. Dividends

We wish to reiterate that the Bank is fully aware and understands that a declaration of a dividend is fundamental to maintaining a balance between the shareholders’ expectations and the business needs of the Bank. Although the Bank has been paying interim cash dividends up to 2019, the Bank did not pay any interim cash dividends during the past three years. This was in compliance with the requirements of the Banking Act Direction No. 03 of 2021, dated May 13, 2020, the Direction No. 01 of 2021 dated January 19, 2021, the Direction No. 11 of 2021 dated July 13, 2021 and the Direction No. 02 of 2022 dated May 06, 2022, issued by the CBSL on “Restrictions on Discretionary Payments of Licensed Banks”, wherein licensed banks were instructed to refrain from declaring cash dividends for financial years ended December 31, 2020, 2021 and 2022 in view of the possible adverse impact on liquidity and other key performance indicators of banks. However, as per the Banking Act Direction No. 01 of 2021, dated January 19, 2021, the Direction No. 11 of 2021 dated July 13, 2021 and the Direction No. 02 of 2022 dated May 06, 2022, issued by the CBSL on the same subject, licenced banks incorporated or established in Sri Lanka were instructed to defer payment of cash dividends until the Financial Statements for the year ended December 31, 2020 and 2021 are finalised and audited by the External Auditors.

Accordingly, the Board of Directors of the Bank after giving due consideration to the requirements stipulated in the Banking Act Directions No. 01 of 2023 dated February 02, 2023 has now recommended a final dividend of Rs. 4.50 per ordinary share for both ordinary voting and non-voting shares of the Bank. This will be paid in the form of issue and allotment of new shares for both voting and non-voting shareholders of the Bank for the year ended December 31, 2022. This proposed first and final dividend for the year 2022 will be submitted for the approval of the shareholders at the 54th AGM, to be held on March 30, 2023.

(A dividend of Rs. 7.50 per share was declared and paid by the Bank for the year ended December 31, 2021. It consisted of a cash dividend of Rs. 4.50 per share and balance entitlement of Rs. 3.00 per share was satisfied in the form of an issue and allotment of new shares).

3.1 Dividend information Table – 36

Dividends 2022 2021 2020 2019 2018
Cash – Rs. per share
First interim paid 1.50 1.50
Second interim paid 3.00 3.00
Final proposed 4.50 4.50
Total 4.50 4.50 4.50 4.50
Scrip – Rs. per share
Final proposed/allotted 4.50 3.00 2.00 2.00 2.00
Total 4.50 7.50 6.50 6.50 6.50
Gross dividend paid (Rs. Bn.)
Cash 5.37 5.25 4.62 4.55
Scrip 5.58 3.58 2.34 2.06 2.02
Total 5.58 8.95 7.59 6.68 6.57
Dividend payout ratio (%)
Cash 22.77 32.07 27.16 25.92
Cash and shares 24.29 37.94 46.33 39.23 37.44

4. Shareholders

The Bank had 17,022 ordinary voting shareholders and 5,989 ordinary non-voting shareholders as at December 31, 2022, compared to 16,609 and 5,954 voting and non-voting shareholders as at December 31, 2021 (Table 37). With one new investor joining ranks, the percentage of ordinary voting shares held by the 20 largest shareholders as at end 2022 increased to 77.38% from 71.02% as at end 2021. Similarly, a marginal increase was witnessed in the non-voting ordinary shares held by the 20 largest shareholders from 35.87% as at end 2021 to 37.85% as at end 2022.

4.1 Number of ordinary shareholders Table – 37

As at December 31, 2022 2021
Ordinary shareholders – Voting 17,022 16,609
Ordinary shareholders – Non-voting 5,989 5,954
Total 23,011 22,563

4.2 The names, number of shares and percentages of shares held by the twenty largest shareholders [As per Rule No. 7.6 (iii) of the Listing Rules of the CSE]

Voting shareholders Table – 38

As at December 31, 2022 2021(*)
Ordinary shares – Voting Number of
shares
Percentage
%
Number of
shares
Percentage
%
1. DFCC Bank PLC A/C 1 141,453,570 12.12 136,272,121 12.12
2. Mr Y S H I Silva 115,528,595 9.90 111,100,779 9.88
3. Employees Provident Fund 100,567,740 8.62 96,883,940 8.62
4. Mr D P Pieris 90,005,231 7.71 26,696,174 2.37
5. CB NY S/A International Finance Corporation 83,033,546 7.11 79,992,025 7.11
6. Sri Lanka Insurance Corporation Ltd. – Life Fund 58,905,563 5.05 56,747,851 5.05
7. Melstacorp PLC 48,290,086 4.14 46,521,219 4.14
8. Mr K D D Perera 42,894,365 3.67 35,623,143 3.17
9. CB NY S/A IFC Emerging Asia Fund LP 42,806,493 3.67 41,238,490 3.67
10. CB NY S/A IFC Financial Institutions Growth Fund LP 42,806,493 3.67 41,238,490 3.67
11. Sri Lanka Insurance Corporation Ltd. – General Fund 41,306,794 3.54 39,793,725 3.54
12. Employees Trust Fund Board 20,330,734 1.74 19,586,019 1.74
13. Renuka Hotels PLC 15,053,876 1.29 11,118,680 0.99
14. Cargo Boat Development Company PLC 10,565,178 0.91 8,017,215 0.71
15. Mr M J Fernando 10,492,476 0.90 10,108,137 0.90
16. Hallsville Trading Group INC. 10,271,852 0.88 7,876,387 0.70
17. Renuka Consultants & Services Limited 9,275,689 0.79 8,935,921 0.79
18. Mr A H Munasinghe 7,660,822 0.66 4,882,125 0.43
19. Mr S V Somasunderam 6,391,472 0.55 6,001,380 0.53
20. Seylan Bank PLC/Andaradeniya Estate (Pvt) Ltd. 5,555,536 0.48 10,000,000 0.89
Subtotal 903,196,111 77.38 798,633,821 71.02
Other shareholders 264,040,331 22.62 325,846,707 28.98
Total 1,167,236,442 100.00 1,124,480,528 100.00

(*) Comparative shareholdings as at December 31, 2021 of the twenty largest shareholders as at December 31, 2022.

Non-voting shareholders Table – 39

As at December 31, 2022 2021(*)
Ordinary shares – Non-voting Number of
shares
Percentage
%
Number of
shares
Percentage
%
1. Employees Trust Fund Board 5,643,261 7.78 5,425,375 7.78
2. Akbar Brothers (Pvt) Ltd. A/C No. 1 3,542,491 4.88 3,345,296 4.80
3. GF Capital Global Limited 1,875,479 2.59 1,803,067 2.59
4. Mr A H Munasinghe 1,762,178 2.43 1,694,141 2.43
5. Mr M F Hashim 1,304,361 1.80 1,362,616 1.95
6. M J F Exports (Pvt) Ltd. 1,240,950 1.71 1,193,037 1.71
7. Mrs L V C Samarasinha 1,144,500 1.58 1,052,622 1.51
8. Janashakthi Insurance PLC - Shareholders 1,076,533 1.48 1,098,757 1.58
9. Saboor Chatoor (Pvt) Ltd. 1,037,989 1.43 997,913 1.43
10. Mr T W A Wickramasinghe, Mrs N Wickramasinghe (Joint) 985,150 1.36 859,923 1.23
11. Deutsche Bank AG as Trustee to Assetline Income Plus Growth Fund 935,463 1.29 899,345 1.29
12. Mr E Chatoor 859,134 1.18 825,963 1.18
13. Bansei Securities Capital (Pvt) Ltd./I.S.P. Perera 836,000 1.15
14. Mr R Gautam 786,344 1.08 745,897 1.07
15. Mr J D Bandaranayake, Ms N Bandaranayake and Dr V Bandaranayake (Joint) 772,196 1.06 742,382 1.06
16. Mr K S M De Silva 758,418 1.05 706,366 1.01
17. Mr J D Bandaranayake, Dr V Bandaranayake and Ms I Bandaranayake (Joint) 749,713 1.03 720,767 1.03
18. Mr A L Gooneratne 747,743 1.03 718,873 1.03
19. Mr M J Fernando 712,766 0.98 685,247 0.98
20. Mr P G N D Gunathilake 700,000 0.96 144,758 0.21
Subtotal 27,470,669 37.85 25,022,345 35.87
Other shareholders 45,070,936 62.15 44,718,426 64.13
Total 72,541,605 100.00 69,740,771 100.00

(*) Comparative shareholdings as at December 31, 2021 of the twenty largest shareholders as at December 31, 2022.

4.3 Public shareholding [As per Rule No. 7.6 (iv) and Rule No. 7.13.1 of the Listing Rules of the CSE] Table – 40

2022 2021
Number Percentage
%
Number Percentage
%
Number of shareholders representing the public holding (Voting) 16,989 99.81 16,569 99.77
Number of shareholders representing the public holding (Non-voting) 5,985 99.88 5,949 99.86
Float adjusted market capitalisation Rs. Bn. – (Compliant under Option 1) 61 94

4.4 Directors’ shareholding including the Chief Executive Officer’s shareholding [As per Rule No. 7.6 (v) of the Listing Rules of the CSE] Table – 41

Ordinary shares – Voting Ordinary shares – Non-voting
2022 2021 2022 2021
Prof A K W Jayawardane – Chairman 13,580 13,083 Nil Nil
Mr Sharhan Muhseen – Deputy Chairman 2,598 2,503 Nil Nil
Mr S C U Manatunge – Managing Director/Chief Executive Officer 75,815 73,038 Nil Nil
Mr K Dharmasiri Nil Nil Nil Nil
Mr S Prabagar (*) 165,703 150,000 24,578 23,630
Mr L D Niyangoda Nil Nil Nil Nil
Ms N T M S Cooray 363,592 350,274 56,429 54,251
Ms J Lee Nil Nil Nil Nil
Mr R Senanayake Nil Nil Nil Nil
Mrs D L T S Wijewardena Nil Nil Nil Nil
Dr Sivakumar Selliah (**) 27,161 261,167 Nil Nil

(*) Appointed as a Director w.e.f. May 12, 2022

(**) Appointed as a Director w.e.f. April 27, 2022

4.5 Distribution schedule of number of holders and percentage of holding in each class of equity securities
[As per Rule No. 7.6 (x) of the Listing Rules of the CSE] Table – 42

As at December 31, 2022 As at December 31, 2021
Number of
shareholders
Percentage
%
Number of
shares
Percentage
%
Number of
shareholders
Percentage
%
Number of
shares
Percentage
%
Ordinary shares – Voting
1 – 1,000 9,449 55.51 2,195,132 0.19 9,159 55.14 2,197,203 0.20
1,001 – 10,000 5,164 30.34 17,649,929 1.51 5,004 30.13 17,389,250 1.55
10,001 – 100,000 2,024 11.89 56,831,179 4.87 2,032 12.23 57,783,364 5.14
100,001 – 1,000,000 322 1.89 83,764,568 7.18 340 2.05 89,545,274 7.96
Over 1,000,000 63 0.37 1,006,795,634 86.25 74 0.45 957,565,437 85.15
Total 17,022 100.00 1,167,236,442 100.00 16,609 100.00 1,124,480,528 100.00
Ordinary shares – Non-voting
1 – 1,000 3,272 54.63 774,139 1.07 3,306 55.53 810,801 1.16
1,001 – 10,000 1,936 32.33 6,551,991 9.03 1,885 31.66 6,514,550 9.34
10,001 – 100,000 669 11.17 18,351,415 25.30 653 10.97 17,992,665 25.80
100,001 – 1,000,000 103 1.72 28,236,318 38.92 102 1.71 27,447,844 39.36
Over 1,000,000 9 0.15 18,627,742 25.68 8 0.13 16,974,911 24.34
Total 5,989 100.00 72,541,605 100.00 5,954 100.00 69,740,771 100.00

4.6 Composition of shareholders based on residency and category Table – 43

As at December 31, 2022 As at December 31, 2021
Number of
shareholders
Percentage
%
No. of
shares
Percentage
%
Number of
shareholders
Percentage
%
No. of
shares
Percentage
%
Ordinary shares – Voting
Resident 16,774 98.54 965,754,985 82.74 16,353 98.46 892,930,537 79.41
Non-resident 248 1.46 201,481,457 17.26 256 1.54 231,549,991 20.59
Total 17,022 100.00 1,167,236,442 100.00 16,609 100.00 1,124,480,528 100.00
Individuals 16,369 96.16 427,935,318 36.66 15,895 95.70 350,776,984 31.19
Institutions 653 3.84 739,301,124 63.34 714 4.30 773,703,544 68.81
Total 17,022 100.00 1,167,236,442 100.00 16,609 100.00 1,124,480,528 100.00
Ordinary shares – Non-voting
Resident 5,915 98.76 68,026,397 93.78 5,883 98.81 65,580,173 94.03
Non-resident 74 1.24 4,515,208 6.22 71 1.19 4,160,598 5.97
Total 5,989 100.00 72,541,605 100.00 5,954 100.00 69,740,771 100.00
Individuals 5,752 96.04 47,993,209 66.16 5,699 95.72 46,434,683 66.58
Institutions 237 3.96 24,548,396 33.84 255 4.28 23,306,088 33.42
Total 5,989 100.00 72,541,605 100.00 5,954 100.00 69,740,771 100.00

5. Material foreseeable risk factors [As per Rule No. 7.6 (vi) of the Listing Rules of the CSE]

Information pertaining to the material foreseeable risk factors, that require disclosures as per the Rule No. 7.6 (vi) of the Listing Rules of the CSE is discussed in the section on “Risk Governance and Management”.

6. Material issues pertaining to employees and industrial relations pertaining to the Bank [As per Rule No. 7.6 (vii) of the Listing Rules of the CSE]

During the year under review, there were no material issues relating to employees and industrial relations pertaining to the Bank, which warrant disclosure.

7. Information on movement in number of shares represented by the stated capital [As per Rule No.7.6 (ix) of the Listing Rules of the CSE] Table – 44

Number of shares
Year Description Type of share Basis Number of
shares issued/
(redeemed)
Ordinary shares
voting
Ordinary shares
non-voting
Cumulative
redeemable preference shares
1987 As at December 31, 1987 3,000,000
1988 Bonus issue Voting 2 for 3 2,000,000 5,000,000
1990 Bonus issue Voting 1 for 1 5,000,000 10,000,000
1993 Rights issue Voting 1 for 4 2,500,000 12,500,000
1996 Bonus issue Voting 3 for 5 7,500,000 20,000,000
Rights issue Voting 1 for 4 5,000,000 25,000,000
Share swap Non-voting 894,275 25,000,000 894,275
Bonus issue Non-voting 3 for 5 536,565 25,000,000 1,430,840
Rights issue Non-voting 1 for 4 357,710 25,000,000 1,788,550
1998 Bonus issue Voting 3 for 10 7,500,000 32,500,000 1,788,550
Bonus issue Non-voting 3 for 10 536,565 32,500,000 2,325,115
2001 Bonus issue Voting 1 for 5 6,500,000 39,000,000 2,325,115
Bonus issue Non-voting 1 for 5 465,023 39,000,000 2,790,138
Issue of cumulative redeemable
preference shares
90,655,500 39,000,000 2,790,138 90,655,500
2003 Bonus issue Voting 1 for 3 13,000,000 52,000,000 2,790,138 90,655,500
Rights issue Voting 1 for 4 13,000,000 65,000,000 2,790,138 90,655,500
Bonus issue Non-voting 1 for 3 930,046 65,000,000 3,720,184 90,655,500
Rights issue Non voting 1 for 4 930,046 65,000,000 4,650,230 90,655,500
Issue of cumulative redeemable
preference shares
100,000,000 65,000,000 4,650,230 190,655,500
2004 ESOP Voting 29,769 65,029,769 4,650,230 190,655,500
2005 ESOP Voting 1,361,591 66,391,360 4,650,230 190,655,500
Bonus issue Voting 1 for 1 66,389,162 132,780,522 4,650,230 190,655,500
Bonus issue Non-voting 1 for 1 4,650,230 132,780,522 9,300,460 190,655,500
2006 ESOP Voting 737,742 133,518,264 9,300,460 190,655,500
Redemption of cumulative redeemable preference shares (90,655,500) 133,518,264 9,300,460 100,000,000
2007 Rights issue Voting 3 for 10 40,288,996 173,807,260 9,300,460 100,000,000
Bonus issue Voting 1 for 3 58,204,268 232,011,528 9,300,460 100,000,000
ESOP Voting 919,649 232,931,177 9,300,460 100,000,000
Rights issue Non-voting 3 for 10 2,790,138 232,931,177 12,090,598 100,000,000
Bonus issue Non-voting 1 for 3 4,030,199 232,931,177 16,120,797 100,000,000
2008 Redemption of cumulative redeemable preference shares (100,000,000) 232,931,177 16,120,797
ESOP Voting 350,049 233,281,226 16,120,797
2009 ESOP Voting 540,045 233,821,271 16,120,797
2010 Share split Voting 1 for 2 117,402,608 351,223,879 16,120,797
Share split Non-voting 1 for 2 8,060,398 351,223,879 24,181,195
ESOP Voting 2,081,508 353,305,387 24,181,195
2011 Scrip issue for final dividend 2010 Voting Rs. 2.00 per share 2,277,195 355,582,582 24,181,195
Scrip issue for final dividend 2010 Non-voting 255,734 355,582,582 24,436,929
ESOP Voting 1,457,645 357,040,227 24,436,929
Rights issue Voting 1 for 14 25,502,433 382,542,660 24,436,929
Rights issue Non-voting 1 for 14 1,745,494 382,542,660 26,182,423
Share split Voting 1 for 1 382,542,660 765,085,320 26,182,423
Share split Non-voting 1 for 1 26,182,423 765,085,320 52,364,846
2012 Scrip issue for final dividend 2011 Voting Rs. 2.00 per share 13,587,144 778,672,464 52,364,846
Scrip issue for final dividend 2011 Non-voting 1,108,902 778,672,464 53,473,748
ESOP Voting 1,341,768 780,014,232 53,473,748
2013 Scrip issue for final dividend 2012 Voting Rs. 2.00 per share 13,076,189 793,090,421 53,473,748
Scrip issue for final dividend 2012 Non-voting 1,069,474 793,090,421 54,543,222
ESOP Voting 1,445,398 794,535,819 54,543,222
2014 Scrip issue for final dividend 2013 Voting Rs. 2.00 per share 12,504,344 807,040,163 54,543,222
Scrip issue for final dividend 2013 Non-voting 1,036,724 807,040,163 55,579,946
ESOP Voting 3,237,566 810,277,729 55,579,946
2015 Scrip issue for final dividend 2014 Voting Rs. 2.00 per share 8,118,773 818,396,502 55,579,946
Scrip issue for final dividend 2014 Non-voting 719,740 818,396,502 56,299,686
ESOP Voting 2,170,613 820,567,115 56,299,686
2016 Scrip issue for final dividend 2015 Voting Rs. 2.00 per share 11,818,040 832,385,155 56,299,686
Scrip issue for final dividend 2015 Non-voting 912,967 832,385,155 57,212,653
ESOP Voting 1,136,732 833,521,887 57,212,653
2017 Scrip issue for final dividend 2016 Voting Rs. 2.00 per share 10,521,802 844,043,689 57,212,653
Scrip issue for final dividend 2016 Non-voting 903,357 844,043,689 58,116,010
Rights issue Voting 1 for 10 84,649,465 928,693,154 58,116,010
Rights issue Non-voting 1 for 10 5,811,601 928,693,154 63,927,611
ESOP Voting 3,278,537 931,971,691 63,927,611
2018 Scrip issue for final dividend 2017 Voting Rs. 2.00 per share 11,998,388 943,970,079 63,927,611
Scrip issue for final dividend 2017 Non-voting 1,085,563 943,970,079 65,013,174
ESOP Voting 1,739,324 945,709,403 65,013,174
2019 Scrip issue for final dividend 2018 Voting Rs. 2.00 per share 15,249,529 960,958,932 65,013,174
Scrip issue for final dividend 2018 Non-voting 1,241,095 960,958,932 66,254,269
ESOP Voting 293,385 961,252,317 66,254,269
2020 Scrip issue for final dividend 2019 Voting Rs. 2.00 per share 22,485,434 983,737,751 66,254,269
Scrip issue for final dividend 2019 Non-Voting 1,716,432 983,737,751 67,970,701
Issue of shares via a Private Placement Voting 115,197,186 1,098,934,937 67,970,701
2021 Scrip issue for final dividend 2020 Voting Rs. 2.00 per share 25,071,337 1,124,006,274 67,970,701
Scrip issue for final dividend 2020 Non-Voting 1,770,070 1,124,006,274 69,740,771
ESOP Voting 474,254 1,124,480,528 69,740,771
2022 Scrip issue for final dividend 2021 Voting Rs. 3.00 per share 42,755,914 1,167,236,442 69,740,771 -
Scrip issue for final dividend 2021 Non-Voting 2,800,834 1,167,236,442 72,541,605 -

8. Engaging with shareholders

During the year, the Bank complied with its Shareholder Communication Policy, which outlines the various formal channels through which it engages with shareholders. It covers the timely communication of quarterly performance of the Group and the Bank as set out in “Summary of Interim Financial Statements – Group and Bank”. It also records significant events that may reasonably be expected to impact the share price. (More details are given in Financial Calendar)

9. Quarterly performance in 2022 compared to 2021 [As per Rule No. 7.4 (a) (i) of the Listing Rules of the CSE]

Despite the challenges faced during the year, the Bank duly submitted the Interim Financial Statements for the year 2022 to the CSE within applicable statutory deadlines. (The Bank duly complied with this requirement for 2021 as well). Please refer “Financial Calendar” for further details. A Summary of the Income Statement and the Statement of Financial Position depicting quarterly performance during 2022 together with comparatives for 2021 is given in “Summary of Interim Financial Statements – Group and Bank” for the information of stakeholders.

The Audited Income Statement for the year ended December 31, 2022 and the Audited Statement of Financial Position as at December 31, 2022 will be submitted to the CSE within three months from the year end, which is well within the required deadline as required by Rule No. 7.5 (a) of the Listing Rules of the CSE. (The Bank duly complied with this requirement for 2021).

This Annual Report in its entirety is available on the Bank’s website both as a PDF file and as well as an interactive version (https://www.combank.lk/investors).

Shareholders may also elect to receive a hard copy of the Annual Report on request. The Company Secretary of the Bank will respond to individual letters received from shareholders based on the requests made through the specimen request letter included in the booklet sent to shareholders.

10. Debt securities

Details of debentures issued and redeemed by the Bank during the year as well as the balances outstanding is as shown in the Table 45 given below:

10.1 Debenture composition Table – 45

Fixed Interest Rate Fixed Interest Rate
2022 2021
Type of Issue Public Public Public Public Public Public Public Public Public Public Public Public Public Public Public
Debenture Type Type "B" Type "B" Type "A" Type "B" Type "A" Type "B" Type "A" Type "B" Type "C" Type "B" Type "B" Type "A" Type "B" Type "A" Type "B"
CSE Listing Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed Listed
Issue Date 9-Mar-16 28-Oct-16 23-Jul-18 23-Jul-18 21-Sep-21 21-Sep-21 12-Dec-22 12-Dec-22 12-Dec-22 9-Mar-16 28-Oct-16 23-Jul-18 23-Jul-18 21-Sep-21 21-Sep-21
Maturity Date 8-Mar-26 27-Oct-26 22-Jul-23 22-Jul-28 20-Sep-26 20-Sep-28 11-Dec-27 11-Dec-29 11-Dec-32 8-Mar-26 27-Oct-26 22-Jul-23 22-Jul-28 20-Sep-26 20-Sep-28
Interest Payable Frequency Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually Bi-annually
Offered Interest Rate 11.25% p.a. 12.25% p.a. 12.00% p.a. 12.50% p.a. 9.00% p.a. 9.50% p.a. 28.00% p.a. 27.00% p.a. 22.00% p.a. 11.25% p.a. 12.25% p.a. 12.00% p.a. 12.50% p.a. 9.00% p.a. 9.50% p.a.
Amount (Rs. Mn.) 1,749.09 1,928.20 8,393.84 1,606.16 4,237.47 4,358.00 6,724.68 3,263.82 11.50 1,749.09 1,928.20 8,393.84 1,606.16 4,237.47 4,358.00
Market Values
– Highest (Rs.) Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year 102.00 Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year 102.00
– Lowest (Rs.) 100.00 100.00
– Year-end (Rs.) 102.00 102.00
Interest Rates
– Coupon Rate (%) 11.25 12.25 12.00 12.50 9.00 9.50 28.00 27.00 22.00 11.25 12.25 12.00 12.50 9.00 9.50
– Effective Annual
Yield (%)
11.57 12.63 12.36 12.89 9.20 9.73 29.96 28.82 23.21 11.57 12.63 12.36 12.89 9.20 9.73
Interest rate of comparable
Government Securities (%)
30.70 28.20 32.02 26.30 28.20 26.30 26.85 26.85 26.10 10.67 10.86 8.45 11.32 10.65 11.42
Other Ratios as at date of last trade
– Interest Yield (%) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
– Yield to Maturity (%) N/A N/A N/A N/A N/A 9.50 N/A N/A N/A N/A N/A N/A N/A N/A N/A

11. Key shareholder return indicators Table – 46

2022 2021
Debt equity ratio (%) 34.02 23.74
Net assets value per share (Rs.) 164.30 138.08
Interest cover (Times) 7.31 13.18
Liquid assets ratio (%) (Minimum requirement 20%)
Domestic Banking Unit 35.01 38.73
Off-shore Banking Unit 32.37 36.39
Consolidated (Sri Lankan operations) 35.88 N/A
Liquidity Coverage Ratio – LCR (%) – Minimum requirement – (90%)
Rupee 405.91 425.97
All Currency 293.91 242.52
Net Stable Funding Ratio – NSFR (%) – Minimum requirement – (90%) 173.58 157.47

12. Credit ratings

12.1 National long-term ratings

In April 2022, reflecting heightened near-term downside risk stemming from constrained access to foreign-currency funding and the resulting indications of stress experienced by the banks in the system, exacerbated by the sovereign’s credit profile, Fitch Ratings Lanka Ltd. (Fitch) revised the Bank’s National Long-term Rating from “AA-(lka)/stable outlook” to “AA-(lka)/Rating Watch Negative” along with 12 other banks. In January 2023, following the sovereign downgrade and recalibration of Fitch’s Sri Lanka National Rating Scale, Fitch downgraded the Bank’s National Long-term Rating from “AA-(lka)/Rating Watch Negative” to “A(lka)/Rating Watch Negative” along with nine other banks.

Meanwhile, the Bank’s Bangladesh Operation’s credit rating was reaffirmed at AAA by Credit Rating Information Services Ltd. in June 2022 for the 12th consecutive year.

The ratings reflect the Bank’s intrinsic financial strength, the established domestic franchise as Sri Lanka’s third-largest bank and the entrenched domestic deposit franchise that underpins the Bank’s funding and liquidity profile.

12.2 Credit ratings – Debentures

The credit rating of the Bank’s Subordinated Debentures was also revised to “AA-(lka)/Rating Watch Negative” to “A(lka)/Rating Watch Negative” by Fitch Ratings Lanka Ltd., in April 2022 and same was downgraded to AA-(lka)/Rating Watch in January 2023 due to the reasons mentioned in Section 12.1 above.