Chandra J makes appeal to intervene in derivative action filed by NDB shareholder

Good governance activist Chandra Jayaratne has made an appeal  to engage as “Amicus Curiae” (friend of the court) and intervene in the derivative action filed by a shareholder against the National Development Bank, its Directors and Officers and its External Auditor.

He has conveyed this in writing to Chairman and Members of the Board, Securities and Exchange Commission;

Chairman and Members of the Board, Colombo Stock Exchange; Governor and Monetary Board, Central Bank of Sri Lanka;

Chairman and Members of the Board, Peoples Bank; Fitch Ratings Lanka Ltd.,; Registrar of Companies; Chairman and Members of the Board, Sri Lanka Accounting and Auditing Standards Monitoring Board; Director, Financial Intelligence Unit (FIU) of Sri Lanka, Central Bank of Sri Lanka; Director, Bank Supervision, Central Bank of Sri Lanka; President and Council Members, Institute of Chartered Accountants of Sri Lanka; Chairman and Governing Council, Sri Lanka Institute of Directors; Chairman and Governing Council, Ceylon Chamber of Commerce; Director and Council Members, Computer Society of Sri Lanka; Sri Lanka, Banks Association; Institute of Bankers of Sri Lanka; Sri Lanka Computer Emergency Readiness Team and National Cyber Security Operations Center (NCSOC) and Chairman and Members of the Board, Sri Lanka Data Protection Authority.

Following is Jayaratne’s letter. 

“All of you addressed by this communication, being identified inter alia, as Regulators, State and Professional Institutions having external stakeholders relationships/commitments/network relations/public interest governance action in some capacity, and / or having direct/indirect  connections with the enforcement of regulations, codes of best practice of governance, codes of professional conduct and ethics, assessment of compliance with standards/regulations/risk ratings, as well as systems wide transparency, integrity, practice of professionalism by members/practitioners, prevalence of  risks and control/mitigation/prevention of financial risks/frauds; now impacting the National Development Bank, and its Shareholders, Depositors, Debenture Holders, Creditors, Directors and Officers and Auditors of the National Development Bank;  are kindly invited/appealed to engage as amicus curiae (friend of the court) and to Intervene in that capacity  in the Derivative Action Filed a Shareholder Against the National Development Bank, its Directors and Officers and its External Auditor ( all as reported in the Sunday Times of 10 May 2026) considering the some of the identified external stakeholders relationships/commitments/network relations as set out herein after applicable:

1.Securities and Exchange Commission: Regulator of Listed Companies, Market Information, Process Enforcement, Corporate Governance, Surveillance, Investigation and Enforcement, AML/CFT, Criminal Prosecution, Civil Action and Regulatory Settlement

2.Colombo Stock Exchange: Trading Processes, Approval of Listings/New Issues, Transparent/timely and accurate Market Information, Process Enforcement, Corporate Governance, Surveillance, Investigation and Enforcement, Market Complaints 

3.Central Bank, FIU and Bank Supervision: Licensing Banks, Financial Market Stability Assurance, Regulator of Banks, Approval of Directors as fit and Proper Persons, Regular onsite and offsite Bank Supervision, Enforcement of Regulations, Corporate Governance Codes, Board Committee Requirements, Codes of Conduct and Ethics, Assurance of Bank Liquidity and Solvency, Depositor Protection, Adequate Controls, Risk and Compliance systems by Banks, AML/CFT, Transparent/Timely Information

4.Peoples Bank: Trustee of the New Debenture of March 2026 Basel III-compliant Tier II GSS+ bond, Transparent Information

5.Fitch Ratings Lanka Ltd- Rating of the Bank and its Bond Issues 

6.Sri Lanka Accounting and Auditing Standards Monitoring Board: Monitoring Compliance with Accounting and Auditing Standards of specified enterprises and Auditors and Public Communications of Non-Compliance

7.Registrar of Companies; Regulator of Companies, Enforcement of Provisions of Companies Act, Filing of Accounts and Audit Reports, Minority protection and prevention of oppression, Enforcement of Provisions relating to Directors Appointments, Qualifications, Responsibility/accountability, Transparent/Timely Information without misrepresentation

8.Institute of Chartered Accountants of Sri Lanka: Assurance that Members and Practicing Firms are compliant with Codes of Professional Conduct and Ethics, Corporate Governance, Setting Accounting and Auditing Standards, Due Enforcement of such codes and standards, Disciplinary Inquiries and Action on Violation of Codes of practices and standards, obligations of security, Control, risk and compliance mitigation in auditing with comprehensive accurate audit reports

9.Sri Lanka Institute of Directors: Assurance that Members and directors are compliant with Codes of Professional Conduct and Ethics, Corporate Governance and best practices of management, Member obligations of security, control, risk and compliance mitigation, Transparent/timely/accurate Information Social Responsibility, Sustainability

10.Ceylon Chamber of Commerce: Assurance that Member Firms and directors are compliant with Codes of Professional Conduct and Ethics, Corporate Governance and best management practices, Social Responsibility, Sustainability,

11.Computer Society of Sri Lanka: Assurance that Members are compliant with Codes of Professional Conduct and Ethics, Corporate Governance and best management practices and obligations of security, Control, risk and compliance mitigation 

12.Sri Lanka, Banks Association: Promotes cooperation and shared progress across the banking industry, facilitate dialogue among member banks and engages with regulators and government agencies to advocate for policies and initiatives that benefit the sector, Ensure member compliance with Best Management practices/ Transparent/timely/accurate Information

13.nstitute of Bankers of Sri Lanka: provide instruction and training for employees of banking institutions and the Central Bank of Sri Lanka, coordinating industry-wide discussions and initiatives, supporting operational alignment to help maintain systemic stability, Ensure member compliance with Best Management practices/ Transparent/timely/accurate Information

14.Sri Lanka Computer Emergency Readiness Team and National Cyber Security Operations Center (NCSOC)- primary governmental bodies protecting Sri Lanka's digital infrastructure.

15.Sri Lanka Data Protection Authority: to regulate personal data processing and protect individuals' privacy. This authority is committed to ensuring that all entities, both public and private, adhere to the legal obligations set out in the Act

Being an amicus curiae (friend of the court) intervening, though not originally a  part of the derivative action, and by joining the proceedings, because they have a direct or indirect substantial interest in the outcome, the above institutions can advance their own objectives/mission/vision, improve their and their members and member firms accountability, learn lessons to avoid any future recurrence by amending laws/regulations, codes of best practice, codes of governance, standards and ethical conduct by sector participants, and at the same time  protect their rights and even assist the court and or act under the directions and control of the court, in instituting reforms in regulatory practices, controls, risk and compliance processes and prevent future frauds and systemic failures and thereby ensure growth , prosperity and societal benefits and even support in the recovery of national and stakeholders assets lost via the reported fraud, now likely converted as proceeds of crime with possible money laundering.

I make this privileged communication related appeal primarily in advancing national, public and societal  interests, as a good governance advocate, who has interests in the effective outcomes of the derivative action, not only  as a shareholder of the bank in question ( with family members and a private investment company too being shareholders); but also as a former director of the Bank in question and a another commercial bank, both over an extended period and also as a former chairman of Ceylon Chamber of Commerce, a founder member of the Sri Lanka Institute of Directors, and also as a member of the Institute of Chartered Accountants of Sri Lanka and former member of the Financial Systems Stability Committee of the Central Bank of Sri Lanka.

It is my fervent hope that this submission will receive a national long-term value weighted due consideration by you.”