SUNSHINE HOLDINGS PLC

Annual Report 2021/22

Stewardship

Corporate Governance

Sunshine Holdings PLC (SUN)is the holding company of four subsidiaries namely Sunshine Healthcare Lanka Limited, Sunshine Consumer Lanka Limited, Sunshine Wilmar (Pvt) Limited and Sunshine Packaging Lanka Limited, representing the business sectors, Healthcare, Consumer, Agriculture and Investment Holdings.

SUN believes that an important aspect of communication with stakeholders and other interested parties, is in compliance with best practice on corporate governance issued by the Institute of Chartered Accountants of Sri Lanka in 2017, the rules set out in Section 07 of the Listing Rules of the Colombo Stock Exchange and compliance with the Country’s Legislative and Regulatory requirements relevant to the Group.

The Group’s corporate governance framework provides the directors and the corporate management guidance on their responsibilities and duties. It defines the matters which requires board approval, delegate to management and requiring review by board sub-committee.

The SUN corporate governance framework is given in the following diagram.

 

The Board of Directors

The Company’s business and operations are managed under the supervision of the Board, which consists of members with experience and knowledge in the areas of business, in which the Company is engaged, with specific acumen in terms of commercial, financial and or technical expertise.

Board Responsibilities and Rights

The Board has the following powers to execute its responsibilities.

Strategic Direction

The Board provides vision, strategic direction and stewardship to the business entities whilst transparency and accountability are maintained. The Board also reviews and monitors the Company’s activities.

Business Performance

Reviews business results on a regular basis and guides the management by giving appropriate direction in achieving its goals.

Management of Risks

With the consultation of the Audit Committee and Risk Review Committee, a risk management system was developed and periodically reviewed. Risk review committee report is depicted on page 42 of this Report. Further, the Audit Committee report is also given on page 39.

Code of Conduct and Ethics

The Company communicates its code of conduct and ethics to all levels of the employees including its Board of Directors.

Financial Performance of the Company

The Board meets at a minimum, once in three months to review the financial performance of the Company. The Quarterly Financial Statements are reviewed by the Audit Committee before recommending to the Board of Directors for adoption and release to the public. Final dividends and interim dividends are considered and recommended by the Board of Directors.

Investor Rights and Relations

The Company communicates periodically with its shareholders through the quarterly reports. The Annual Report provides a comprehensive assessment of the Company’s performance during the year.

Audit

An independent statutory audit with interim review is carried out annually and the appointment of auditors for the ensuing year is recommended to the shareholders at the Annual General Meeting.

Budget

The Board is responsible for approval of annual budgets, capital budgets and new projects. The performances are monitored and reviewed against budgets quarterly.

Corporate Governance

Monitoring and reviewing Corporate Governance in accordance with the best practice framework issued by the Institute of Chartered Accountants of Sri Lanka.

Board Balance

The Company maintains a Board balance of Executive, Non-Executive and Independent Directors as required under Listing Rules of the Colombo Stock Exchange. Together, the Directors with their wide experience in both the public and private sectors and diverse academic backgrounds provide a collective range of skills, expertise and experience, which is vital for the successful direction of the Group.

Composition of the Board

The Board consists of Eleven (11) members. Nine (9) members are Non-Executive Directors (including the Chairman) and Two (2) are Executive Directors. Eight (8) Non-Executive Directors are independent as defined under the Listing Rules of the Colombo Stock Exchange.

The Non-Executive Independent Directors are;

  • Mr A Cabraal
  • Mr S Shishoo
  • Mr H Abeywickrama
  • Mr A Talwatte
  • Mrs S Ratwatte
  • Mr S Jain (Appointed w.e.f. 3 February 2022)
  • Ms R Fernando (Appointed w.e.f. 21 February 2022)
  • Mr S Renganathan (Appointed w.e.f. 27 May 2022)
  • Ms A Goonethilleke (Resigned w.e.f. 11 November 2021)

There is a distinct and clear division of responsibility between the Chairman and the Group Managing Director to ensure that there is a balance of power and authority. The roles of the Chairman and the Group Managing Director are separated and clearly defined. The Chairman is responsible for ensuing Board effectiveness and conduct whilst the Group Managing Director has overall responsibilities over the operating units, organisational effectiveness and implementation of Board policies and decisions.

Composition and Attendance at Meetings

The Board met quarterly to discharge its duties effectively. In addition, special Board Meetings are also held whenever necessary. A total of eight (8) meetings including the Annual General Meeting was held in the financial year ended 31 March 2022. The attendances of Directors at these Meetings were as follows:

Attendance

Name of Director Attendance at meetings Percentage (%)
Mr A Cabraal 8 100
Mr V Govindasamy 8 100
Mr S G Sathasivam 8 100
Mr A D B Talwatte 8 100
Mr G Sathasivam 4 50
Mr H Abeywickrama 8 100
Mr S Shishoo 7 88
Ms S Ratwatte 8 100
Mr S Jain (Appointed w.e.f. 3 February 2022) 2 25
Ms R Fernando (Appointed w.e.f. 21 February 2022) 2 25
Mr S Renganathan (Appointed w.e.f. 27 May 2022) 0 0
Mr Y Kitao/Mr S Dias (Resigned w.e.f. 10 December 2021) 3 38
Ms A Goonetilleke (Resigned w.e.f. 11 November 2021) 5 63

Agenda and Board papers are sent seven (7) days before the meeting, allowing members sufficient time to review same. Chairman sets the Board agenda, assisted by the Group Managing Director. Care is taken to ensure that the Board spends sufficient time considering matters critical to the Company’s success, as well as compliance and administrative matters.

Resolutions concerning business matters may be passed by circulation, within regulations. However, if a single Director deems it necessary that such resolution must be decided at a Board meeting not by circulation, the Director shall put the resolution to be decided in a meeting.

All Board minutes are circulated to members, and formally approved at the subsequent Board meeting, Directors’ concerns regarding matters which are not resolved unanimously are recorded in the minutes. Directors have access to the past Board papers and minutes in case of need via electronic means at all times.

Executive Committee meet weekly/monthly to review performance against the strategic plan and budgets, identifying matters requiring intervention and escalation to Board.

Other Business Commitments and Conflicts of Interests

The Board is aware of other commitments of its Directors and is satisfied that all Directors allocate sufficient time to enable them to discharge their responsibilities. Directors declare their outside business interests at appointment and quarterly thereafter. The Company Secretary maintains a register of Directors’ interests, which is tabled to the Board annually. The Register is available for inspection in terms of the Companies Act. Key appointments of the directors are included in their profiles on pages 16 to 19. Related party transactions are given in Note 41 to the Financial Statements.

Board Access to Information and Resources

Directors have unrestricted access to management and organisation information, as well as the resources required to carry out their duties and responsibilities, independently and effectively. Members of the Corporate Management make regular presentations with regard to the business environment and in relation to Group operations. The Company has appointed F J & G De Saram and Nithya Partners as their legal consultants. Access to independent professional advice, co-ordinated through the Company Secretary, is available to Directors at the Company’s expense.

Directors Independence

Directors exercise their independent judgement, promoting constructive board deliberations and objective evaluation of the performance of the Company. Independence of Directors is determined by the Board based on annual declarations submitted by NEDs.

Induction and ongoing Training for Directors

On appointment, Directors are provided with an orientation pack with all relevant external and internal regulation documents. The Board of Directors recognise the need to keep abreast of current developments affecting the sectors both globally and locally with reference to regulatory changes and the country’s economy. They undertake training and professional attending seminars/workshops/conferences, participating as speakers at events, using web based learning resources and reading regulatory updates etc.

Appraisal of Group Managing Director (GMD)

Performance of Group Managing Director (GMD) is evaluated annually at year end by the Board against predetermined criteria aligned to the short, medium, and long-term objectives of SUN and agreed with GMD at the beginning of the year. Remuneration is revised based on performance.

appointment, Re-election and resignation

The provisions of the Company’s Articles require a Director appointed by the Board to hold office until the next Annual General Meeting and seek re-appointment by the shareholders at that meeting. The Articles call for one third of the Directors in office to retire at each Annual General Meeting. The Directors who retire are those who have served for the longest period after their appointment/re-appointment. Retiring Directors are generally eligible for re-election. In addition, a newly appointed Director is required to submit himself for retirement and re-election at the Annual General Meeting immediately following his appointment. The Managing Director does not retire by rotation. Appointments/resignations are communicated to the CSE. Appointment communications include a brief résumé of the Director.

DIRECTORS’ Remuneration

The objectives of the Company’s policy on Directors remuneration it to attract and retain Directors of the caliber needed to direct the Group successfully. In the case of the executive Director, the component parts of the remuneration are structured so as to link rewards to corporate and individual performance. Performance is measured against profits and other targets set from the Company’s annual budget and plans, and from returns provided to shareholders. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the Non-Executive Director concerned.

The Nomination and Remuneration Committee recommends to the Board the frameworks of the Executive Director’s remuneration and the remuneration package for the Executive Director and Senior Management team. It is, nevertheless, the ultimate responsibility of the entire Board to approve the remuneration of the executive Director. The Director’s remuneration is disclosed in Note 41 of the Financial Statements.

Delegation
of Board Authority – Board Committees

The Board in discharging its duties, establishes various Board Committees. The function and terms of reference of the Board Committee are clearly defined and where applicable, comply with the recommendations of the code of best practice on Corporate Governance. The group has five board subcommittees,

  • Audit Committee
  • Nomination and Remuneration Committee
  • Investment Committee
  • Related Party Transactions Review Committee
  • Risk Review Committee

However, the Board of Directors are collectively responsible for the decisions taken on the recommendation by Board Sub Committees.

Audit
Committee

The Audit Committee provides an oversight on the Financial Statements and other related information prepared for presentation for external financial reporting, review the work of the internal audit function and ensures that the external auditor carry out their statutory duties in an independent and objective manner. It also assists the Board in ensuring a sound system of internal control. The Committee has full access to the auditors both internal and external who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external auditors without any executives present except for the Group Secretaries, at least once a year. The report on the Audit Committee is presented on page 39 and the duties of the Audit Committee are included therein.

Risk
Committee

The Risk Committee safeguard shareholders’ investment and the Company’s assets and to oversee and, approved the company wide risk management practices to assist the Board.

Nomination and
Remuneration Committee

The Nomination and Remuneration Committee reviews the board composition to ensure board balance and adequacy of skills and experiences among the members of the Board. It recommends any new appointments to the Board.

The Nomination & Remuneration Committee recommends to the Board, the remuneration policy and the remuneration to be paid to each Executive Director. The Nomination and Remuneration Committee reviews the Group’s remuneration policy and the remuneration packages of executive employees of the Group.

Investment Committee

The role of the Investment Committee is to review capital expenditure budgets and new projects and make recommendations to the Board of Directors.

Related Party Transactions Review Committee

The Committee exercises oversight on behalf of the Board, that all Related Party Transactions (RPTs, other than those exempted by the CSE listing rules on the RPTs) are carried out and disclosed in a manner consistent with the CSE Listing Rules.

Membership of Board Subcommittees are listed below:

Appointment
to the Board
Nomination and Remuneration Committee Audit Committee Investment Committee Related Party Transactions Review Committee Risk Review Committee
Executive
Mr V Govindasamy 8 February 2000
Mr S G Sathasivam 13 June 2006
Non-Executive
Mr G Sathasivam 8 February 2000
Independent
Non-Executive
Mr S Shishoo 18 December 2017
Mr A D B Talwatte 30 May 2016
Mr A Cabraal 30 May 2017
Mr H Abeywickrama 30 June 2014
Mrs S Ratwatte 30 May 2019
Mrs W Y R Fernando 21 February 2022
Subsidiary Board Director
Mr N Weerasekera
Consultant
Mr R Mihular*

*Appointed on 1 April 2022

Financial Acumen

The Board comprises of a Senior Chartered Accountant and he serves as members of the Audit Committee and Related Party Transaction Review Committee.

Supply of Information

Directors are provided with quarterly reports on performance, minutes of quarterly meetings and such other reports and documents as necessary. The Chairman ensures all Directors are adequately briefed on issues arising at Meetings.

Company Secretaries

The services and advice of the Company Secretaries are made available to Directors as necessary. The Company Secretaries keep the Board informed of new laws, regulations and requirements coming into effect which are relevant to them as individual Directors and collectively to the Board.

Corporate Services (Private) Limited having their registered office at No. 216, De Saram Place, Colombo 10 are the Company Secretaries since 1 April 2016.

Going Concern

The Directors after making necessary inquiries and reviews including reviews of the Group’s budget for the ensuring year, capital expenditure requirements, future prospects and risks, cash flows and borrowings facilities, have a reasonable expectation of the Company’s existence in the foreseeable future. Therefore, the going concern basis is adopted in the preparation of the Financial Statements.

Internal Control

The Board is responsible for the Company’s internal controls and for reviewing their effectiveness. Internal control is established with emphasis placed on safeguarding assets, making available accurate and timely information and imposing greater discipline on decision making. It covers all controls, including financial, operational and compliance control and risk management. It is important to state, however that any system can ensure only reasonable and not absolute, assurance that errors and irregularities are prevented or detected within a reasonable time.

Disclosure of Major Transactions

During the year, there were no major transactions as defined by Section 185 of the Companies Act No. 07 of 2007.

Relations with Shareholders

Engagement with shareholders and potential investors is a key element of good corporate governance. The Board is conscious of their responsibility towards stakeholders and is committed to fair disclosure, with emphasis on the integrity, timeliness and relevance of the information provided, to avoid the creation of a false market.

Communication with Stakeholders

Shareholders are provided with Quarterly Financial Statements and the Annual Report which the Group considers as its principal communication with them and other stakeholders. These reports are provided to the Colombo Stock Exchange and also published in print media. Shareholders may bring up concerns they have, either with the Chairman or Group Managing Director as appropriate. Sunshine Holdings PLC’s website www.sunshineholdings.lk and websites of listed companies within the Group serve to provide a wide range of information on the Group. The Company has reported a fair assessment of its position via the published audited Financial Statements and quarterly accounts. In preparation of these documents, the company has complied with the requirements of the Companies Act No. 07 of 2007 and in accordance with the Sri Lanka Financial Reporting Standards.

Constructive use of Annual General Meeting (AGM)

The AGM is the main mechanism for the Board to interact with and account to shareholders and provides an opportunity for shareholders’ views to be heard. Notice of the AGM, the Annual Report and Financial Statements and any other resolution together with the corresponding information that may be set before the shareholders at the AGM, are circulated to shareholders minimum 15 working days prior to the AGM allowing for all the shareholders to attend the AGM. A separate resolution is proposed for each item of business, giving shareholders the opportunity to vote on each of such issue, separately. Voting procedures at the AGM are circulated to the shareholders in advance. An effective mechanism to count all proxies lodged on each resolution is maintained. The Board is mindful of their accountability to shareholders. At the AGM, the Board provides an update to shareholders on the Company’s performance and shareholders ask questions and vote on resolutions. It is the key forum for shareholders to engage in decision making matters reserved for the shareholders which typically include proposals to adopt the Annual Report and Financial Statements, appointment of Directors and auditors and other matters requiring special resolutions. The Board Chairman and Board members particularly Chairmen of the sub-committees are present and available to answer questions. All Shareholders are encouraged to participate at the AGM and exercise their voting rights. Details of votes cast against a resolution are made available at the AGM and subsequently posted on the company website, as soon as practicable.

Corporate Governance Disclosure

The Company has published quarterly financial statements with the necessary explanatory notes as required by the rules of the Colombo Stock Exchange and the Securities and Exchange Commission of Sri Lanka to all stakeholders. Any other financial and non-financial information, which is price sensitive or warrants the shareholders and stakeholders’ attention and consideration is promptly disclosed to the public.

Subject Rule/Code number Compliance requirement Compliance status Section Page
number
The Board of Directors A 1 Company to be headed by an effective Board to direct and control the Company Complied Profile of the Board 16
A 1.1 Regular Board meetings Complied Composition and attendance 26
A 1.2 Responsibilities Complied Board Responsibility 26
A 1.3 Act in accordance with the laws of the country and obtain professional advice as and when required Complied Annual Report of the Board of Directors 27
A 1.4 Access to Company Secretary Complied Communication with stakeholders 30
A 1.5 Bring Independent judgment on various business issues and standards of business conduct Complied The Directors are permitted to get professional advice when necessary and the Directors of SUN group has obtained professional advice for certain matters during the year and coordinated through company secretaries 27
A 1.6 Dedicate adequate time and
effort to Board matters sufficient time to review Board Pack
Complied Other Business Commitments and conflicts of interest 27
A 1.7 Calls for resolutions by at least
1/3rd of Directors
Complied Appointment, re-election and resignation 28
A 1.8 Board induction and Training Complied Induction and on-going training
for Directors
27
Chairman and Group Managing Director (GMD) A 2 Chairman and GMD’s division of responsibilities to ensure a balance of power and authority Complied The Chairman does not involve himself in day-to-day operations of the Group and acts as an independent Non-Executive Director. The GMD executes powers given by the Chairman and the Board to run the operation. 26
Chairman’s Role A 3 Facilitate the effective discharge
of Board functions
Complied The Chairman is responsible for conducting meetings effectively and he preserves order and implements board decisions taken 26
A 3.1 Ensure Board proceedings are conducted in a proper manner Complied The Chairman is responsible for the effective participation of both Executive and Non-Executive Directors, their contribution for the benefit of the Group, balance of power between Executive and Non-Executive Directors and control of group’s affairs and communicate to stakeholders. 26
Financial
Acumen
A 4 Availability of financial acumen
within the Board
Complied Financial acumen 26
Board Balance A 5 Board Balance Complied Board balance 30
A 5.1 Non-Executive Directors Complied Nine (9) out of Eleven (11) are
Non-Executive Directors
26
A 5.2 Independent Non-Executive Directors Complied Eight (8) out of Eleven (11)
Non-Executive Directors are independent
26
A 5.3 Independent Non-Executive Directors Complied All independent Non-Executive Directors are in fact free of any business with the Group and are not involved in any activity that would affect their independence. 26
A 5.4 Annual declaration Complied Submitted the declarations as prescribed 27
A 5.5 Determination of independence
of the Directors
Complied The independence of Directors is determined based on declarations submitted by the Non-Executive Directors 27
Supply of Information A 6.1 Provide appropriate and timely information to the Board Complied Directors are provided quarterly performance reports, minutes of review meetings and other relevant documents
in advance to the Board meeting
27
A 6.2 Adequate time for effective
conduct of Board meeting
Complied The minutes, agenda and reports for the Board meeting are provided well before the meeting date 27
Appointments
to the Board
A 7 Formal and transparent procedure for Board appointments Complied Appointment, re-election and resignation 28
A 7.1 Nomination Committee to make recommendations on new Board appointments Complied Appointment, re-election and resignation 28
A 7.2 Assessment of the capability of
the Board to meet strategic demands of the Company
Complied Appointment, re-election and resignation 28
A 7.3 Disclosure of New Board member profile and interests Complied Appointment, re-election and resignation 28
Re-election A 8-8.2 Board members should be subject to election, and re-election by shareholders Complied Appointment, re-election and resignation 28
Appraisal of Board performance A 9-9.3 Existence of Board evaluation methods and execution Complied The Chairman and Remuneration Committee evaluates the performance
of the Executive Directors
38
Disclosure of information in respect of Directors A 10-10.1 Profiles of Directors Directors’ interests Board meeting attendance
Board committee memberships
Complied Profile of the Board 16
Appraisal of GMD A 11-11.2 Appraisal of the GMD against
the set strategic targets
Complied Evaluation is done by the Chairman and Remuneration committee based on the financial and non-financial targets set
with the discussion of the committee
27
Directors’ Remuneration B 1 Establishment of the Nomination and Remuneration Committee Complied Nomination and Remuneration
committee report
38
B 1-1.3 Membership of the nomination and remuneration committee to be disclosed and should only comprise of Non-Executive Directors Complied Discussed under sub committees 38
Disclosure of Remuneration B 3.1 Disclose the remuneration policy
and aggregate remuneration
Complied Discussed under sub committees 38
Relations with Shareholders C 1 Constructive use of the AGM and other General Meetings Complied Constructive use of Annual General Meeting (AGM) 31
C 1.1 Counting of proxy votes Complied A Form of Proxy accompanies the
Annual Report, when they are dispatched to the shareholders. The Chairman
makes and announcement of the proxies received at the commencement of the General Meeting
31
C 1.2 Separate resolution to be proposed for each item Complied The Company propose a separate resolution at the AGM on each
significant issue.
186
C 1.3 Heads of Board subcommittees to be available to answer queries Complied Sub-committee Chairmen are present
at the AGM
31
C 1.4 Notice of Annual General Meeting
to be sent to shareholders with
other papers as per statute
Complied A copy of Annual Report including financials, Notice of Meeting and the form of Proxy are sent to shareholders 15 working days prior to the date of the AGM. 186
C 1.5 Summary of procedures governing voting at General Meetings to be informed Complied Circulated through Notice of the Annual General Meeting 186
Major Transactions C 3-3.2 Disclosure of all material facts involving any proposed acquisition, sale or disposal of assets Complied Major transactions of the Group were disclosed to all stakeholders through the Colombo Stock Exchange, print media, and the Company website 30
Accountability
and Audit
D 1.1 Disclosure of interim and other price-sensitive and statutorily mandated reports to regulators Complied Annual Report of the Board of Directors 30
D 1.2 Disclosure of interim and other price-sensitive and statutorily mandated reports to Regulators Complied Communication with shareholders 30
D 1.3 GCFO/GMD Declaration Complied Group Managing Director’s and Group Chief Financial Officer’s Responsibility Statement 46
D 1.4 Directors Report declaration Complied Annual Report of the Board of Directors
on the Affairs of the Company
4
D 1.5 Financial reporting statement on board responsibilities Complied Statement of Directors’ Responsibility 45
D 1.7 Net Assets < 50%. Complied In the unlikely event of the net assets of the Company falling below 50% of Shareholders Funds the Board will summon an Extraordinary General Meeting (EGM) to notify the shareholders of the position and to explain the remedial action being taken
D 1.8 Related Party Transaction report Complied Other Business Commitments and conflicts of interest 41
Internal Control D 2.1 Annual review of effectiveness
of the system of internal control.
Complied Internal Auditors carry out an
independent review, and report
directly to the Audit Committee.
42
D 2.2 Confirm assessment and risks identified and mitigated Complied Risk Management 43
D 2.3 Internal Audit Function Complied Report of the Audit Committee 39
D 2.4 Board responsibilities for
disclosure
Complied Directors’ Statement on Internal Control 4-5
D 2.5 Directors responsibility on internal control system Complied Directors’ Statement on Internal Control 4-5
Audit
Committee
D 3.1 Audit Committee composition Complied Composition of Audit Committee 39
D 3.2 Terms of reference, duties and responsibilities Complied Clearly documented to Audit Committee Charter 39
Communication with Shareholders E 1-1.1 Regular dialogue to be maintained with shareholders Complied Shareholders are provided Quarterly Financial Statements and the Annual Report. These reports are also available in the Group website & provided to the Colombo Stock Exchange. 30
Corporate Governance Disclosures D 6 Company adheres to established principles and practices of good Corporate governance Complied Corporate Governance 24
Institutional and other investors E/F Institutional and other investors Complied Relations with Shareholders 30
Cyber Security G Internet of things and Cyber
security
Complied Cyber Security 44
Sustainable Reporting H Environment, Society and Governance Complied Sustainable Reporting 13

Levels of Compliance with the CSE’s Listing Rules Section 07 – Rules on Corporate Governance are given in the following table:

Subject Rule
number
Applicable requirement Compliance status Details Page
number
Non-Executive Directors 7.10.1 At least one-third of the total number of Directors should be Non-Executive Directors Complied Nine (9) out of Eleven (11) Directors are Non-Executive Directors 26
Independent Directors 7.10.2 (a) Two or one-third of Non-Executive Directors, whichever is higher should be independent Complied Eight (8) out of Nine (9)
Non-Executive Directors are independent
26
Independent Directors 7.10.2 (b) Each Non-Executive Director should submit a declaration of independence/ non-independence in the prescribed format Complied Non-Executive Directors have submitted these declarations 27
Disclosure relating to Directors 7.10.3 (a) Name of independent Directors should
be disclosed in the Annual Report
Complied Please refer page 26 26
Disclosure relating to Directors 7.10.3 (b) The basis for the Board to determine
a Director is independent, if criteria
specified for independence is not met
Complied Given on page 26 under the heading of Board balance 26
Disclosure relating to Directors 7.10.3 (c) A brief resume of each Director should be included in the Annual Report and should include the Director's areas of expertise Complied Profile of Directors 16
Disclosure relating to Directors 7.10.3 (d) Forthwith provide a brief resume of new Directors appointed to the Board with details specified in 7.10.3 (d) to the CSE Complied Brief resumes have been provided to the Colombo Stock Exchange 16
Remuneration Committee 7.10.5 A listed company shall have a
Remuneration Committee
Complied Nomination & Remuneration Committee comprises of Mr A Cabraal Mr G Sathasivam Mr A D B Talwatte 38
Composition of Remuneration Committee 7.10.5 (a) Shall comprise of Non-Executive directors, a majority of whom will be independent Complied All members are Non-Executive and Two (2) out of Three (3) are independent 38
Remuneration Committee functions 7.10.5 (b) Shall recommend the remuneration
of the GMD and the Executive Directors
and Senior Management
Complied As above 38
Disclosure in the Annual Report relating to Remuneration Committee 7.10.5 (c) The Annual Report should set out names
of Directors comprising the Nomination and Remuneration Committee
Complied Report of the Nomination and Remuneration Committee 38
Statement of Remuneration Policy Complied As above 38
Aggregated remuneration paid to
Executive and Non-Executive Directors
Complied Note 41 of Financial Statements 165
Audit Committee 7.10.6 The Company shall have an Audit Committee Complied Please refer Report of the Audit Committee on page 39 39
Composition of Audit Committee 7.10.6 (a) Shall comprise of Non-Executive
Directors, majority of whom will be independent
Complied Four (4) out of Four (4) Directors are Independent Non-Executive Directors 39
Non-Executive Directors shall be
appointed as the Chairman of the Committee
Complied Chairman of the Committee is an Independent Non-Executive Director 39
GMD and Group Chief Financial Officer should attend Audit Committee Meetings Complied GMD and Group Chief Financial Officer attend meetings by invitation 39
The Chairman of the Audit Committee
or one member should be a member
of a professional Accounting body
Complied One (1) member is a Qualified Chartered Accountant 39
Audit Committee functions 7.10.6 (b) Should be as outlined in the section 7.10
of the listing rules
Complied The terms of reference of the Audit Committee have been ratified by the Board 39
Disclosure in the Annual Report relating to Audit Committee 7.10.6 (c) (a) Names of the Directors comprising
the Audit Committee
Complied Please refer page 39 39
(b) The Audit Committee shall make a determination of the independence
of the Auditors and disclose the basis for such determination
Complied Please refer Audit Committee Report on pages 39 39
(c) The Annual Report shall contain a Report of the Audit Committee
setting out the manner of
compliance with their functions
Complied Please refer Audit Committee Report on pages 39 39
TOP
Close