DR SENA YADDEHIGEY HAD ANYWAY OBTAINED ARESTRAINING ORDER ON FRIDAY 22ND JULY 2016 RESTRANING NDB BANK FROM TABLING THE RESOLUTION AT NDB’S EGM
In the backdrop of the EGM of NDB Bankscheduled for the 28th July 2016 being cancelled by NDB Bank, it has also now come to light that on Friday the 22ndof July 2016, Dr. Sena Yaddehige ashareholder holding 5.26% shares of National Development Bank (NDB)has instituted action against the National Development Bank (NDB) by case bearing the No. CHC/29/2016/CO seeking an interim order to restrain NDB Bank from acting contrary to its Corporate Governance obligations and its Articles of Association and tabling the only intended resolution scheduled to be passed at the EGM scheduled for today.Dr. Sena Yaddehige being the4th largest shareholderof NDB Bank had been represented in Court on Friday by President’s Counsel Dr. Harsha Cabral along with Mr. Kushan Illangatilake, Mr. Nishan Premathiratne and Mr. Mahela Liyanage Attorneys at Law instructed by M/s Julius and Creasy . Counsel Mr. Nishan Premathiratne of the Legal Team for Dr. Yaddehige stated that in terms of this Restraining Order granted by the Commercial High Court, NDB was precluded from tabling the resolution to its shareholders so as to remove the requirement of having an Independent Director as the Banks Chairman. Mr. Premathiratne further added that to date no application has been made by NDB bank to the Commercial High Court, to vacate the said restraining order preventing NDB from tabling the resolution at the EGM, thus when the Bank has notice of the Court order, tabling such a resolution would anyway amount to a violation of the Court Order.
On behalf of Dr. S Yaddehige ithad been submitted to the Commercial Court that NDB Bank at all times had voluntarily compiled with the Corporate Governance requirements by appointing an Independent Director as its Chairman. Thus, the resolution which was to be presented to the shareholders of NDB Bank at the Extra Ordinary General Meeting on the 27th of July 2016 seeking to amend the Articles of Associations, so as to remove the requirement of having an independent Director as the banks Chairman was not in the interest of the Bank and would result in complying at a lower standard in respect of the Corporate Governance Code of Good Governance. An article encompassing the Deputy Minister of Public Enterprise Development Dr. Eran Wickramaratne’sstatement toa newspaper was also reefed where the Minister had stated that “some private banks, such as the National Development Bank follow even stricter criteria requiring the chairman of the board to be an independent director as well”.
The Learned High Court Judge Shiran Gooneratne being satisfied with the submissions of the Dr. Yaddehiyage’s Legal Team has thereafter issued an interim restraining order under and in terms of the Companies Act to restrain NDB bank from presenting the special resolution to amend the Articles of Association of NDB at thisEGM on the 28th July 2016 until the matter is to be gone into by Court.
