Diesel & Motor Engineering PLC

Code of Best Practice on Corporate Governance

The table below presents the requirements laid down by the Code of Best Practice on Corporate Governance published jointly by the Securities & Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka (Code) and the Company’s compliance with the requirements of the Code.



Compliance with the Code by the Company

Section 1 :







Every public company should be headed by an effective Board, which should direct, lead and control the Company




The Board should meet regularly, at least once in every quarter and the need to agree on the regularity of the Board meetings and the structure and process submitting information

Board of Directors met 6 times during the financial year, and at least once in every quarter. Attendance of 92% was maintained on average. Recent financial and non-financial information was disseminated 7 working days prior to commencement of each Board meeting to effectively executive Board responsibilities.
Composition of the Board and attendance at Board meetings are available on page 45.
The information pertaining to financial and operational results, financial performance compared to previous periods and budgets, impacts of risk factors on financial and operational results, compliance with laws and regulations, internal control breaches and related party transactions by the Directors are reported to the Board on a quarterly basis.  



Board should be responsible for matters including:



Ensuring the formulation and implementation of a sound business strategy

The Board provides stewardship, vision and strategic direction to the Group and fosters a culture of responsibility and accountability across the Group. A stakeholder centric approach is adopted in strategy formulation.
A review of business, marketing, financial and other strategies and their implementation takes place during the Board meetings. The Board also meets Heads of Business Units at least once a month and deliberates and provides direction on matters relating to strategy formulation.

Appointing Chair and Senior Independent Director

During the year 2017/18, Mr. A. R. Pandithage served as the Chairman/ Managing Director and Mr. R. Seevaratnam served as Senior Independent Director of the Company.


Ensuring that the CEO and the Management Team possess the skills, experience, and knowledge to implement strategy



The Directors are from diverse backgrounds and bring a wide range of experience and competencies that facilitates the effective discharging of Board responsibilities.
The Board ensures that the Chairman/Managing Director, CEO, Executive Directors and the Management team possess the skills to implement the overall strategy.
The Board approves all appointments to the Group Management Committee (GMC), which consists of the senior management. The Board takes into consideration the skills and experience of the members prior to their appointments in order to ensure the members suitability to hold the position in the GMC as well as his/her regular position in the managerial capacity of the company.
A brief resume of each Director including skills and experience is available in the “Board of Directors” on pages from 22 to 25.

Approving budgets and major capital expenditure

The budget for the year 2018/19 was approved during March 2018.
Capital expenditure is included the 2018/19 budget. However, the Group Management Committee approves all the capital expenditures at the time of incurring such expenditure.


Ensuring the adoption of an effective CEO and key management personnel succession strategy

Succession planning is given due recognition. Effective succession planning is a criterion in the performance appraisals of the key management personnel. The Board, with the assistance of the Nomination Committee, reviews succession plans available for succession of key management personnel.


Ensuring effective systems to secure integrity of information, internal controls, business continuity and risk management

The Board identifies significant risks on an ongoing basis and ensure implementation of appropriate procedure to evaluate and manage the identified risks.
Measures taken towards an effective internal control system given under D.2.1 of this table and the Risk Management framework are set out in the “Risk Management” on pages from 133 to 138.


Ensuring compliance with laws, regulations and ethical standard

The Board ensures the compliance with laws, regulations and standards on each area of business operations. The internal auditors continuously monitor and report to the Audit Committee on their findings.
“Enterprise Governance” is presented from pages 41 to 51and discusses DIMO’s compliance status in detail.


Ensuring all stakeholder interests are considered in corporate decisions

The Board has initiated a stakeholder engagement programmes by which the company identifies the material stakeholder issues. The corporate strategy developed by the Board ensures all material aspects identified, have been addressed adequately.
The Annual Report extensively covers our interactions with stakeholders. Please refer pages from 34 to 36, for details of stakeholder engagement.


Recognising sustainable business development in Corporate strategy, decisions and activities and considering the need for adopting “Integrated Reporting”

The Board recognises the importance of including principles of sustainability in Corporate strategy, decisions and activities. The value creation model set out in pages from 32 to 33 of the Annual Report 2017/18 shows the inclusiveness of stakeholders and the environment in the value creation process. Further, please refer the “Management of Impacts” from pages 113 to 131 for more information on the Company’s activities with regard to sustainability.
The Company has adopted integrated reporting since year 2010/11 and the Company has presented in its Integrated Annual Report in accordance with the International Integrated Reporting Framework V1.0:


Ensuring that the Company’s values and standards are set with emphasis on adopting appropriate accounting policies and fostering compliance with financial regulations

The Code of Business Ethics requires compliance with laws, regulations and corporate policies at all times. These ensure that prescribed accounting policies, accounting standards (SLFRS/LKAS) and other regulations are adhered to.
The Company keeps up to date with all current developments in relation to accounting standards and have reviewed the accounting policies in place.
Further, please refer the Independent Auditor’s Report, which affirms that the Company’s Financial Statements are in line with Sri Lanka Accounting Standards, given on pages from 148 to 151.

Establishing a process of monitoring and evaluation of progress on strategy implementation, budgets, plans and related risks

Each Board meeting, the progress of strategy implementation, achievement of budgets, plans and related risks are reviewed.

Ensuring that a process is established for Corporate reporting on annually and quarterly

The Company provides its accounts quarterly and annually to the Board for their review.


Fulfilling other Board functions that are vital, given the scale, nature and complexity of the business concerned

During the year, the Board was committed in fulfilling their obligations towards all stakeholders in line with laws, regulations and governance practices of the Group.



The Board collectively and Directors individually must act in accordance with the laws of the Country and to have an agreed procedure to obtain independent advice at the Company’s expense


The regulatory framework adopted by the Company provides the basis for conformance, and identifies what is expected to be followed by the Board, upholding the values of ethical and good business practices ensuring confidentiality and ethical dealing. Any Director may obtain independent professional advice that may be required in discharging his/ her responsibilities effectively, at the Company’s expense.
The regulatory framework with mandatory compliance is depicted in the “Governing Framework” presented on page 42.



Need for the Directors have access and services of the Company Secretary and the removal of Company Secretary is a matter for the Board.
Further the need to obtain an appropriate insurance cover as recommended by the Nominations Committee for the Board, Directors and key management personnel

Members of the Board have unrestricted accesses to the advice and services of the Company Secretary. The Company Secretary advises the Board and ensures the Board procedures are followed up and compliance with relevant rules, regulations and other statutes and keeping Board minutes and relevant records of the Company. 
The appointment and removal of the Company Secretary rests with the Board.
The Company has obtained “Director and Officer Liability Insurance Cover” which covers the legal liabilities of a Director or an officer in the performance of their official duties.



Need for Directors to bring independent judgement to bear on issues pertaining to strategy, performance, resources and standards of business conduct.

The Board consisted of senior professionals in their respective fields and use their independent judgement upon the matters relating to strategy, performance, resources and business conduct.

A. 1.6


Need for every Director to dedicate adequate time and effort in relation to matters of the Board and the Company and the need to commit sufficient time to review Board papers, call for additional information and clarification prior to the meeting and following up on issues consequent to the meeting.

The Chairman, Non-Executive and Executive Directors are committed to discharging their duties as Directors of the Company and ensuring that adequate time and attention is given to make their contribution effective. The Non-Executive Directors may have follow up meetings with the Chairman, Executive Directors or members of the Group Management Committee to follow up on matters discussed at Board Meetings and provide their expertise.
The Board papers and the agenda received by the Directors ahead of Board Meetings, enabling the Directors to review the papers and obtain clarifications ahead of the meetings. The papers contain financial and non-financial information. The regular Board papers include Financial Statements, narratives on variances, working capital related reports, reports on compliance with statutory requirements, capital expenditure reports, staff appointments, bank facilities & utilization and any other report as required.

A. 1.7

One third of the Directors can call for a resolution to be presented to the Board where they feel it is in best interest of the Company 

Any single Director may call for a resolution to be presented to the Board where he feels it is in the interest of the Company. 

A. 1.8


Need for every Director to receive training when he/ she is first appointed to the Board and subsequently as necessary. The Board should review and agree the training and development needs of the Directors.

During the year external consultants were involved with training the Board on changes in laws & regulations, tax laws, accounting standards and business strategy.
During the year, all the Executive Directors were provided external trainings covering various topics in relation to the strategic role of the Board and leadership.





There are two key tasks at the top of every public Company – conducting of the business of the Board, and facilitating executive responsibility for management of the Company’s business. There should be a clear division of responsibilities at the head of the Company, which will ensure a balance of power and authority, such that no individual has unfettered powers of decision.




Need to justify and highlight the decision to combine the posts of Chairman and CEO


The post of Chairman and Managing Director are combined. Mr. A.G. Pandithage was appointed as CEO with effect from. 01.04.2012. The functions of Chairman /Managing Director and CEO were vested with the same person up to 31.03.2012. The appointment of a CEO with effect from 01.04.2012 will enable sharing of responsibilities of the Chief Executive function.
The presence and involvement of the Senior Independent Director and other Independent Directors ensure that no single individual enjoys unfettered powers of decision-making and provides the basis for prevalence of independent judgment over standards of business conduct. The presence of a Senior Independent Director adds more emphasis to transparency in governance affairs.
The Audit, Nomination, Remuneration Committees and Related Party Transactions Review Committee are headed by Non-Executive Independent Directors.





The Chairman’s role in preserving good Corporate Governance is crucial. As the person responsible for running the Board, the Chairman should preserve order and facilitate the effective discharge of Board functions.


A. 3.1


Responsibility of the Chairman to conduct Board proceedings in a proper manner and ensure that the Board is in complete control of the Company’s affairs.

Board meetings are conducted in an atmosphere that encourages healthy debate by all members of the Board. The agenda for the Board meetings are prepared by the Company Secretary in consultation with the CEO and the Directors considering the events surrounding strategy, performance, resource allocation, risk management and compliance.
The agenda of the Board meetings are sent to the Directors 07 days prior to the Board meeting.
The Chairman ensures that there is effective participation from all Directors, that their individual contribution and concerns are objectively assessed prior to making key decisions. The Chairman ensures that all the Non-Executive Directors and Executive Directors are provided with an opportunity to present their view on matters discussed and that both Executive and Non-Executive Directors have an opportunity for effective participation. He also ensures that the Board is in complete control of the Company’s affairs and that decisions made by the Board are implemented.
Board members are free to suggest the inclusion of items on the agenda of Board meetings and carry out their duties in the interest of the Company without any undue influence from other parties. The Board members are encouraged to take advantage of a variety of expertise available in the Board in the areas such as finance, marketing, law and engineering in making decisions for the benefit of the Company.
The Chairman and the Senior Independent Director satisfy themselves that the information available to the Board is sufficient to make an informed assessment of the company’s affairs as well as to discharge their duties to all stakeholders.
The composition of the Board and attendance details of Directors at Board meetings and Board Committee meetings are available in Conformance Report presented in page 45 and pages from 53 to 57 respectively.





The Board should ensure the availability of financial acumen and knowledge to offer guidance on matters of finance.

The Board enjoys the services of four qualified accountants who provide the requisite financial acumen and knowledge on matters of finance. In addition, the Audit Committee has the services of another qualified Accountant who serves as an Independent Consultant.







It is preferable for the Board to have a balance of Executive and Non-Executive Directors such that no individual or small group of individuals can dominate the Board’s decision-taking.




The need to have at least three Non-Executive Directors or such number of None-Executive Directors equivalent to one third of total number of Directors whichever is higher. In the event of the Chairman is not an Independent Director, the majority of Board the Directors shall be Non-Executive Directors.

Five out of the thirteen Directors as at March 31, 2018 were Non-Executive Directors and four of them were Independent. The
The Board is of the opinion that  the Chairman has preserved order and facilitated the smooth functioning of the Board.



The need to have three or two third of the Non-Executive Directors appointed to the Board, whichever is higher, to be “Independent”


Three out of four Non-Executive directors were independent up to July 26, 2017 and four out of five Non-Executive directors were independent from July27, 2017 to March 31, 2018.
The names of Independent Non-Executive Directors are as follows.

  • Mr. R. Seevaratnam
  • Dr. H. Cabral
  • Mr. A. D. B. Talwatte
  • Mr. A. N. Ranasinghe



Need for Independent Director to be free of any business interest or any other relationship that would impair his/ her judgement.

The Independent Directors fulfil all of the criteria set by this section except the number of years they have been serving on the Board. Mr. R. Seevaratnam and Dr. H. Cabral have exceeded their tenures of nine years and the Board has determined that the independence of above Non-Executive Directors have not been impaired despite the service period exceeding nine years.  A special disclosure in this regard is available in the “Annul Report of the Board of Directors” on pages from 140 to 143.
Related party transactions and Directors interest in contracts are disclosed on pages from 204 to 205 and 144 respectively.



Responsibility of each Non-Executive Director to submit signed and dated declaration annually on his/ her independence or non-independence.

The Non-Executive Directors have submitted the requisite declarations, which were used to determine their Independence.



Need for the Board to determine the independence or non-independence of each non-Executive Director annually based on the declaration made and information available to the Board.

The Board has made an annual determination as to the independence or non-independence of each Non- Executive Director based on a declaration made by them and as per criteria set out by the Colombo Stock Exchange Listing Rules.
The special declaration on the determination of independence of Independent Non-Executive Directors, is presented on page 140.
The names of Independen02t Non-Executive Directors are
given on page 45.



Need to appoint Non-Executive Director or Independent Director as an Alternative Director

No alternative directors were appointed during the year under review.



Need to appoint a Senior Independent Director from amongst the Independent Non-Executive Directors, if the positions of Chairman and CEO are held by the same person or the Chairman is immediately preceding CEO.

As mentioned in A.2.1, Mr. A. R. Pandithage held the position of Chairman/ Managing Director and CEO up to 31.03.2012 and continued to be the Chairman/ Managing Director from 01.04.2012.
Accordingly, Mr. R. Seevaratnam has been appointed as the Senior Independent Director and functions in this .position. The Senior Independent Director presides at Board meetings in the absence of the Chairman.



Need for Senior Independent Director to have confidential discussions with other Directors who may have concerns that have not been considered by the Board and participate in all meetings with majority, significant and minority shareholders and be made aware their concerns by the Company Secretary.

The Senior Independent Director is available for confidential discussions, should there be any concerns regarding governance or issues that may adversely affect the Company, inadequately addressed by the Board.
Except for the Annual General Meeting of the Company, no other shareholder meeting was convened during the period under review.



Need for the Chairman to have meetings exclusively with Non-Executive Directors at least once in a year.

Chairman meets with Non-Executive Directors, without the presence of Executive Directors at least once a year. In addition, the Chairman consults the Independent Directors to obtain their views on matters of importance, as and when the need arises.



Need to record the Directors’ concerns in the Board minutes which have not been resolved unanimously.

The Board minutes are prepared by the Company Secretary. In the event of a matter not being unanimously adopted at a Board meeting, the concerns expressed are recorded in the meeting minutes, at the request of the Director concerned.
Minutes of the Board Meetings are circulated to all Directors and adopted at a subsequent Board Meeting.





The Board should be provided with timely information in a form and of a quality appropriate to enable it to discharge its duties.




Obligation of the management to provide appropriate and timely information to the Board and responsibility of the Chairman to ensure that all matters arising at Board meetings are briefed to all Directors.

A sophisticated management information system is in place and it provides relevant and current information. All Board Members including Non-Executive Directors receive information on the operations and performance of the Company on a monthly basis. This routine helps to eliminate information asymmetry between executive Directors and Non-Executive Directors.
The Chairman ensures that the background is set for discussions at Board Meetings by introducing the subject of discussion, if the Board members were not previously aware of the matter at hand.



Requirement to provide the minutes, agenda, and relevant papers at least seven (7) days prior to the meeting.

The Directors are provided with comprehensive data on financial and non-financial information prior to Board meetings in addition to the agenda of the meeting and the minutes of the previous meeting.
Additional information may be requested by any member of the Board as and when required. Directors may also seek any information from the management team on matters discussed at Board meetings that requires follow up.





There should be a formal and transparent procedure for the appointment of new Directors to the Board.




Need to establish a Nomination Committee to make recommendations on new appointments to the Board.

The Board appoints Directors to the Company, Subsidiary Companies and members to the Group Management Committee based on the recommendations of the Nomination Committee.
The composition of the Nomination Committee as at March 31, 2018 is as follows.

  • Dr. H. Cabral (Chairman)
  • Mr. A. R. Pandithage
  • Mr. A. M. Pandithage
  • Mr. R. Seevaratnam
  • Mr. A. D. B. Talwatte

The Report of the Nomination Committee is available on page 57 which describes their role in Board Appointments.



Need to assess the composition of the Board annually based on knowledge and skill requirements to ascertain whether the combined knowledge and experience of the Board matches the strategic demands facing the Company.

The Committee’s main role is to nominate suitable candidates as and when vacancies occur on the Board. The Committee is responsible for succession planning at Board and Senior Management level and in ensuring smooth management transitions. It reviews the size and structure of the Board on a continuous basis and constantly reviews the balance of skills, knowledge and experience of the Board of Directors. The Committee also reviews the independence of Directors including actual, potential or perceived conflicts of interest.



Obligation for the Board to disclose details of newly appointed Directors to the shareholders.

The new appointments were informed to shareholders with sufficient details through a notification to the Colombo Stock Exchange, and subsequently in the annual report.
During the year, following new appointment was made to the Board.

  • Mr. A. N. Ranasinghe





All Directors should be required to submit themselves for re-election at regular intervals and at least once in every three years.




Need for the Non-Executive Directors to be appointed subject to re-election and to the provisions of the Companies Act relating to removal.

Except for the Managing Director, all other Directors retire by rotation and shall offer themselves for re-election at the AGM. As per the Articles of Association the Managing Director, is not required to make himself available for re-election.



Obligation for Directors including the Chairman to be subject to election at the first available opportunity after their appointment and thereafter at the intervals of not more than three years.

The Company’s Articles of Association provides that any Director appointed by the Board shall hold office until the next Annual General Meeting (AGM), and then will seek re-appointment by the Shareholders at the said AGM.
The names of the Directors coming up for re-election at the AGM 2018 are given in the Notice of Meeting of the Annual Report 2017/18.



Need to provide written communication to the Board by a Director who resigns prior to completion of his/ her appointed term

Mr. R. C. Weerawardane has resigned with effect from September 30, 2017 and he has provided the reasons for his resignation in writing to the Board in advance.





Boards should periodically appraise their own performance to ensure that Board responsibilities are satisfactorily discharged.




Need to have a formal and rigorous process for reviewing the performance of the Board and its Committees.

The performance of the Board was reviewed by circulating a questionnaire among the directors and the performance of Board Committees were carried out by way of discussions.   



Need for the Board to appraise itself annually on its performance.

The effectiveness of the Board is vital to the success of the Group. The Board undertakes a process that appraises its performance in discharging its key responsibilities.
The methodology of evaluation involves each Board member completing a checklist and providing a rating on each item covered in the checklist involving areas of appraisal. The appraisal covers areas such as;

  • its contribution towards developing, implementing and monitoring of strategy,
  •  communication with stakeholders,
  •  processes involving the Board,
  •  review of its own performance evaluation process and
  •  other areas related to discharging its responsibilities



Need for the Board to undertake a self-evaluation of its own performance.

The Board carries out a performance evaluation of the Board and of its Committees. The methodology followed for evaluation of Board performance is given in A.9.1 Performance evaluation of Board Committees is done by way of a discussion.



Need for the Board to state in the Annual Report how such performance evaluation is conducted

The performance of the Board was reviewed by circulating a questionnaire among the Directors.
As done in each year, the Board evaluated its performance and the performance of sub committees in year 2017/18.





Shareholders should be kept advised of relevant details in respect of Directors.




Need to set out details of each Director in the Annual Report.

Refer “Board of Directors” on pages from 22 to 25, Composition of the Board on pages 42 to 43.



Name, qualifications, brief profile.

Available in the Board of Directors' profiles on pages from 22 to 25.



The nature of his expertise in relevant functional areas;

Available in the Board of Directors' profiles on pages from 22 to 25.



Immediate family and/or material business relationships with other Directors of the Company;

Mr. A.R.Pandithage, Mr. A.G.Pandithage and Mr. A.M. Pandithage fall within the definition of “close family members” of the Code.



Whether Executive, non-executive and/or Independent Director

Available in the Board of Directors' profiles on pages from 22 to 25.



Names of listed companies in Sri Lanka in which the Director concerned serves as a Director;

Available in the Board of Directors' profiles on pages from22 to 25.



Names of other companies in which the Director concerned serves as a Director where such companies are within the group.

Available in the Board of Directors' profiles on pages from 22 to 25.



Number/percentage of Board meetings of the Company attended during the year;

Refer “Individual Directors Active Participation in Decision Making” on page 45.



Number of Board seats held by each Director in listed and unlisted companies in the capacity of Executive or Non-Executive.

Total No of Board Seats held by each Director in listed Companies(Other than DIMO PLC, "Company"), in the capacity of

Total No of Board Seats held by each Director in Un-listed Companies in the capacity of

Name of
the Director

Executive Director

Non-Executive Director

Executive Director

Non-Executive Director

A.R. Pandithage





A.G. Pandithage





A.N. Algama





S.C. Algama





Dr H. Cabral










A.M. Pandithage















A. D. B. Talwatte





C. Ranawana





V. Bandara





W. Pushpawela





N. Ranasinghe







Names of Board Committees in which the Director serves as Chairman or a member; and

Refer “Committee Reports” on pages from 53 to 57.



Number/ percentage of committee meetings attended during the year.

Refer “Committee Reports” on pages from 53 to 57.





The Board should be required, at least annually, to assess the performance of the CEO.




Need for the Board to set reasonable financial and non-financial targets which should be achieved by the CEO during the year.

At the commencement of every financial year, the Board in consultation with the Chairman/Managing Director, CEO and Executive Directors agree on the financial and non-financial targets, based on which the performance of the CEO is evaluated.



Need for the Board to evaluate the performance of CEO at the end of each fiscal year.

Whilst the performance evaluation of the Chairman/ Managing Director is done by the Non- Executive Directors led by the Senior Independent Director, the performance appraisal of the CEO and Executive Directors will be carried out by the Non- Executive Directors in consultation with the Chairman/Managing Director.







Companies should establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual Directors. No Director should be involved in deciding his own remuneration.




Need for the Board of Directors to set up a Remuneration Committee to make recommendation on Company’s framework of remunerating Executive Directors.


The Remuneration Committee has been appointed by the Board with terms of reference and is responsible for determining the remuneration policy and the remuneration of the Chairman/ Managing Director, Chief Executive Officer, Executive Directors and Senior Management.
Composition of Remuneration Committee is as follows.

  • Dr. H. Cabral (Chairman)
  • Mr. A. M. Pandithage
  • Mr. R. Seevaratnam
  • Mr. A. D. B. Talwatte
  • Mr. A. N. Ranasinghe

Refer “Report of the Remuneration Committee” on page 55 for the function of the Remuneration Committee during the year 2017/18.



Need for the Remuneration Committee to consist of Non-Executive Directors only.

The Remuneration Committee consisted of Non-Executive Directors and the Chairman of the Remuneration Committee is an Independent Non-Executive Director.
During the year 2017/18, the Remuneration Committee consisted of five Independent Non-Executive Directors and one Non-Executive Director and the composition of the Remuneration Committee meets the requirements of the Colombo Stock Exchange Listing Rules.



Need to list the Chairman and the members of the Remuneration Committee in the Annual Report.

Names of the Chairman, members of the Remuneration Committee and committee attendance at meetings are available in the “Report of the Remuneration Committee” on page 55.



Need for the Board as a whole to determine the remuneration of the Non-Executive Directors including the members of the Remuneration Committee.

The Board of Directors determines the remuneration of Non- Executive Directors. The Non- Executive Directors do not participate in any discussion that involves fixing their remuneration.



Need for the Remuneration Committee to consult Chairman and/ or CEO about its proposals relating to the remuneration of other Executive Directors and have access to professional advice.

The remuneration of the Executive Directors is recommended by the Remuneration Committee in consultation with the Chairman/Managing Director. No Director is involved in deciding his own remuneration.
The Committee is entitled to obtain professional advice at the Company’s expense in discharging their responsibilities.





Levels of remuneration of both Executive and Non-Executive Directors should be sufficient to attract and retain the Directors needed to run the Company successfully. A proportion of Executive Directors’ remuneration should be structured to link rewards to corporate and individual performance.





Requirement for the Remuneration Committee to provide competitive packages needed to attract, retain and motivate Executive Directors.

The Company’s remuneration policy aims to attract and retain high calibre executives by ensuring that their rewards are competitive and linked to both individual and business performance. Whilst recognising the market demands and the contribution of the executives to the overall performance, the Company believes that the remuneration policy should at the same time be in congruence with shareholder interests.



Need for designing the remuneration of the Executive Directors to promote long term success of the Company.

As mentioned in B.2.1, the remunerations of the Executive Directors are designed to attract and retain high calibre executives which leads to long term success of the Company.



Need for the Remuneration Committee to judge position levels of remuneration of the company relative to peer companies.

The Remuneration Committee in deciding the remuneration of the Directors takes into consideration the level of remuneration paid by peer companies.
By linking the remuneration levels to business and individual performance, the Committee ensures that any increase in the variable part of the remuneration corresponds to better performance. When required, the Remuneration Committee uses remuneration surveys to ascertain market levels of remuneration.



Need for the Remuneration Committee to be sensitive to remuneration and employment conditions in determining annual salary increments.

Same criteria and measures adopted in B.2.2 are used for determination of remuneration of the senior management team, across the Group.



Need for the performance related elements of remuneration of Executive Directors to be designed and tailored to align their interests with those of the Company and main stakeholders.

Remuneration of Executive Directors consists of a fixed element as well as a variable element. The variable part (incentive scheme) is based on the performance of the individual as well as the Company.



Need to avoid offering Executive share options at a discount.

There was no share option scheme in operation during the year under review.



Requirement of the Remuneration Committee to follow the provisions set out in Schedule E in designing schemes of performance related remuneration.

The guideline provided by Schedule E has been followed in determining Directors’ remuneration.



Requirement for the Remuneration Committee to consider compensation commitments of the Directors in an event of an early termination.

The compensation commitments of the Executive Directors are guided by their employment contracts. This requirement is not applicable to Non-Executive Directors.



Requirement for the Remuneration Committee to tailor their approach in early termination cases if the initial contract does not explicitly provide for compensation commitments.

The Board is committed to acting fairly and in accordance with laws of the country, in the event of a termination. There was no termination of services of any Director during the year under review.



Requirement for the level of remuneration of Non-Executive Directors to reflect the time commitment and responsibilities of their role and the need to exclude offering share options unless the approval of the shareholders is received.

Time commitments and responsibilities of their role have been considered in determining remuneration levels of Non- Executive Directors. The Company did not have a share options scheme in operation during the year under review.





The Company’s Annual Report should contain a Statement of Remuneration Policy and details of remuneration of the Board as a whole and a specimen of a remuneration committee report followed by schedule D




Requirement for the Annual Report to set out the following.

  • names of the Directors comprising the Remuneration Committee
  • statement of remuneration policy
  • aggregate remuneration paid to Executive and Non-Executive Directors

The names of the members of the Remuneration Committee are given in “Report of the Remuneration Committee” on page 55.
The Remuneration Policy is available in “Report of the Remuneration Committee” on page 55.
Total Directors’ emoluments are disclosed in Note 4.5to the Financial Statements.







Boards should use the AGM to communicate with shareholders and should encourage their participation.




Need to arrange for the notice of AGM and related papers to be sent to shareholders as determined by the Statute, before the meeting

The notice of AGM and other related documents were sent to shareholders 15 working days prior to the meeting which is in line with the Companies Act No. 07 of 2007.



Requirement to propose separate resolution at the AGM for each substantial separate issue and in particular resolutions to the adoption of annual report and accounts.

The Company proposes a separate resolution at the AGM on each substantial separate issue, including the adoption of the Financial Statements.



Need to count all proxy votes and indicate the level of proxies lodged on each resolution for and against of such resolution.

The Company has in place a mechanism to count all proxy votes to indicate to the Chairman the level of proxies lodged on each resolution and the number of votes for and against such resolution.



Requirement for the Chairmen of the Audit Committee, Remuneration Committee, Related Party Transactions Review Committee and Nomination Committee and the Senior Independent Director to be available at the AGM.

The Annual General Meeting provides a forum for shareholders to raise any queries. The Chairmen of the Audit, Remuneration, Nomination and Related Party Transactions Review Committees and Senior Independent Director are usually present at the Annual General Meeting.



Obligation to send the Notice of AGM and related papers to the shareholders prior to the meeting as determined by statute.

The Notice of Meeting and related documents are dispatched to the shareholders 15 working days prior to the AGM, as per Section 135 of the Companies Act No.07 of 2007



Need to circulate a summary of the procedures governing voting at General Meetings along with the Notice of Meeting.

The form of Proxy outlines the procedure relating to voting at the Annual General Meeting. Every shareholder is entitled to one vote per share at a poll.





The board should implement effective communication with Shareholders


C. 2. 1


Need to have a channel to disseminate timely information to all shareholders.

The Company uses many channels to reach shareholders in order to disseminate timely information. These include the Annual General Meeting, the Annual Report, Quarterly Financial Statements, Corporate Disclosures to the CSE and the Corporate Website.

C. 2 .2


Need to disclose the policy and methodology for communication with shareholders.

The Company’s policy pertaining to the communication with shareholders involves the sharing of all financial and non-financial information as per the applicable statutory and regulatory requirements and best practices adopted by the Company. The methodology of communication with shareholders is multi-faceted to ensure the accuracy of information disseminated and the timeliness of dissemination.

C. 2.3


Obligation to disclose how such methodology has been implemented.

The implementation of the policy and the methodology is done through the adoption of the above mentioned channels of communication.

C. 2. 4


Need to disclose the contact person for such communication.

The contact person for shareholder communication is the Company Secretary.

C. 2. 5


Need to have a process to make all Directors aware of major issues and concerns of shareholders.

Major issues and concerns of shareholders, if any, are discussed at Board Meetings. There were no such concerns expressed by shareholders that warranted consideration at a Board Meeting.

C .2. 6


Need to appoint a contact person in relation to shareholders’ matters.

The Contact Person in relation to all matters pertaining to the Shareholders is the Company Secretary

C. 2. 7 


Need for the Board to formulate a process to respond shareholder matters.

Appropriate responses formulated and actions taken to address shareholder concerns by the Board and the Management are communicated to the shareholders by the Company Secretary. The most suitable and expeditious method of communication would be determined by the Company Secretary.





Further to compliance with the requirements under the Companies Act, Securities and Exchange Commission law and Colombo Stock Exchange regulations; as applicable, Directors should disclose to shareholders all proposed material transactions, which if entered into, would materially alter/vary the Company’s net assets base or in the case of a company with subsidiaries, the consolidated group net asset base.




Requirement to disclose major related party transactions.

There was no transaction during the year that fell within the definition of a major transaction defined by Section 185 of the Companies Act No. 07 of 2007. There were also no transactions during the year under review that would suggest a substantial alteration in the nature of the business carried out by the Company.







The Board should present a balanced and understandable assessment of the Company’s financial position, performance, business model, governance structure, risk management, internal controls and challenges, opportunities and prospects.




Requirement to present an Annual report including financial statements that is true and fair, balanced and understandable and prepared in accordance with relevant rules and regulations and any deviation being clearly explained.

The Company has presented annual report which includes Financial Statements that is true and fair, balanced and understandable and prepared in accordance with LKASs and SLFRSs. Further the Annual Report is prepared in compliance with GRI Index issued by Global Reporting Initiatives and Integrated Reporting Framework issued by the International Integrated Reporting Council.
Additionally, there was no deviation in regulations in preparing the Annual Report.



Obligation for the Board to present interim reports, price sensitive public reports, reports to regulators and statutory information requirements.

In preparing annual and quarterly Financial Statements, the Company complies with the requirements of the;
• Companies Act No. 07 of 2007,
• Sri Lanka Accounting Standards and
• Listing Rules of the Colombo Stock Exchange.
The annual and interim Financial Statements were published within the time periods prescribed by the Listing Rules of the Colombo Stock Exchange.
The compliance with all other statutory and regulatory requirements is disclosed in “Enterprise Governance” presented on pages from 41 to 51.



Requirement to obtain a declaration from the Chief Executive Officer and Chief Financial Officer before approving the financial statements by the Board on maintaining financial records, preparing financial statements in line with relevant standards and operating effectiveness of the systems of risk management and internal control.

This aspect is currently receiving the attention of the Board.



Need to include the declaration by the Directors in the “Directors’ Report”

Please refer “Annual Report of the Board of Directors” on pages from 140 to 143 and “Board of Directors’ Statement on Internal Controls” on page 145 for their respective declarations. 



Requirement to set out the responsibilities of the Board in preparation and presentation of Financial Statements, Auditors’ reporting responsibilities and a report/ statement on internal controls.

Please refer “Board of Directors’ Statement on Internal Controls” on page 145 and “Statement of Directors’ Responsibilities for Financial Statements” on page 146 for respective statements. 



Need to include “Management Discussion & Analysis” in the Annual Report.

The Board endeavours to present a balanced and an objective assessment of the Company’s position, performance and prospects.
Information required by this section is included in several sections of the Annual Report 2017/18

  • Business Model – Pages 32 to 33
  • Industry structure and development – Pages 94 to 111
  • Opportunities and threats – Pages 94 to 111  
  • Risk management – Pages 133 to 138
  • Internal control systems and their adequacy – Page 54
  • Governance – Pages 41 to 51
  • Stakeholder relationships – Pages 34 to 39 and Pages 61 to 91
  • Social and environmental protection activities carried out by the Company – Pages 113 to 131
  • Financial performance – Pages 64 to 69
  • Investment in physical and intellectual capital – Pages 83 to 86
  • Human resource/ industrial relations activities carried out by the Company – Pages 78 - 82
  • Prospects for the future – Pages 94 to 111



The need to summon an Extraordinary General Meeting in the event where the net assets of the Company fall below 50% of the shareholders’ funds.

This situation did not arise during the financial year under review and the likelihood of such situation arising is remote.



Requirement to disclose related party transactions in the Annual Report.

There is an approved process of identifying related parties, related party transactions and ensuring that such transactions are treated at “arm’s-length”. Further, self-declarations were obtained from the Directors in relation to the above.
The Company has established a “Related Party Transactions Review Committee” in 2015 to review related party transactions.
The details of Related Party Transactions are given in “Directors’ Interest in Contracts with the Company” on page 144 and “Section 5 – Other Disclosures” on pages from 204 to 205.





The Board is responsible for determining the nature and extent of the principal risks that it is willing to take in achieving its strategic objectives. Further, the Board should have a process of risk management and a sound system of internal control to safeguard shareholders' investments and the company's assets.




Responsibility of the Board to monitor the Company’s risk management and internal control systems and review the effectiveness and report on the same in the Annual report.

The Board has the overall responsibility for maintaining the systems of internal control of the Company and for monitoring their effectiveness, which has been delegated to the Audit Committee, whilst the implementation of internal control systems is the responsibility of the Group Management Committee. The Group’s systems of internal control are designed to manage rather than eliminate the risk of failure in achieving the business objectives. It can also provide a reasonable assurance against material financial misstatement or loss.
The Audit Committee is responsible for reviewing the financial reporting system and Financial Statements, to be published, including compliance with relevant accounting standards, laws and company policies.
The adequacy and effectiveness of the internal control system is reviewed by the Audit Committee with the Group Internal Auditor. During the Audit Committee meetings, Internal Auditors are invited to present their internal audit findings.
The Group Management Committee is expected to implement an effective system of internal control that addresses the following:

  • Safeguarding of assets
  • Maintaining proper accounting records
  • Providing reliable financial information
  • Identifying and managing business risks
  • Compliance with legislation and regulation
  • Early detection of instances of non- compliance
  • Identification and adoption of best practices

The details of Company’s Internal Control system is given in “Board of Directors’ Statement on Internal Control” on page 145 and Risk Management procedures are given in “Risk Management” on pages from 133 to 138.



Requirement to confirm in the Annual Report that the Directors have carried out an assessment of the principal risks faced by the Company and to describe how those risks are being managed or mitigated.

Please refer “Risk Management” on pages from 133 to 138.



Need to have an Internal Audit function.

The Company has outsourced the internal audit function, which has enhanced the independence required by the function. The Group’s Internal Auditor is an employee of the Company who overlooks the internal audit function.

The internal audit plan is agreed with the Internal Auditors at the beginning of each financial year by the Audit Committee. However, the Internal Auditors are allowed the freedom to carry out any additional tasks they consider necessary.

The Audit Committee met the Internal Auditors at regular intervals during the financial year to discuss the internal audit findings and to discuss effectiveness of internal controls and identify the levels of risk
carried by the areas reviewed by the Internal Auditors. The Audit Committee also reviewed the fees paid to Internal Auditors.



Need for the Audit Committee to review the process and effectiveness of risk management and internal controls.

The role played by the Audit Committee in the Risk Management process is given in the Report of the Audit Committee and the Risk Management Report on pages 53 to 54 and pages from 133 to 138 respectively.



Need for Directors to maintain sound system of internal controls and the contents of the Statement of internal controls.

The role of the Board and Audit Committee on implementation and maintenance of a sound system of internal controls are explained in the Annual Report.





The Board should establish formal and transparent arrangements for considering how they should select and apply accounting policies for financial reporting, determine the structure and content of Corporate reporting, implement internal control and risk management principles and maintaining an appropriate relationship with the Company’s Auditors.




Need for the Audit committee to be comprised of at least three Non-Executive Directors out of which two of them are Independent or exclusively Non-Executive Directors majority of whom are independent, whichever is higher. Further, the Audit Committee shall be chaired by an Independent Director.

The Audit Committee consist of three Independent Non-Executive Directors. Further, the Company has obtained the service of an independent consultant who provides valuable insights to the Audit Committee.
The composition and attendance to the meetings of the Audit Committee is available in “Report of the Audit Committee” on pages from 53 to 54.



Need for the Audit Committee to review the scope and results of the audit and its effectiveness, independence and the objectivity of the Auditors.

The main purpose is to assist the Board in the effective discharge of its responsibilities on financial reporting, risk management and corporate control. The Audit Committee assists the Board in monitoring compliance with applicable laws and other regulatory requirements and monitoring the Company’s ability to continue as going concern.
The Audit Committee makes recommendations with regard to appointments and if require the removal of Independent Auditors. The Committee also evaluates the performance of Independent Auditors, reviews the terms of engagement and fees of the Auditors, for the audit. The Committee also reviewed fees paid to Independent Auditors on account of audit related services and non-audit services. 
Refer “Report of the Audit Committee” presented on pages from 53 to 54 for further details. 








Need to disclose the names of the Directors who are members in the Audit Committee, determination of the independence of auditors and the basis of such determination

The names of the members of the Audit Committee, Committee meetings held and the attendance of members are available in the “Report of the Audit Committee” on page pages from 53 to 54.
The basis of determination of the independence of Auditors is given under the response to D.3.2. The Chairman/Managing Director, Chief Executive Officer and the Director/Chief Financial Officer attend Audit Committee meetings unless otherwise determined by the Audit Committee. Any member of the Board may attend the Committee meetings by invitation.
The “Report of the Audit Committee” is available on page pages from 53 to 54.





The Board should establish a procedure to ensure that the Company does not engage in transactions with “related parties” in a manner that would grant such parties “more favourable treatment” than that accorded the third parties in the normal course of business




Need to recognize a related party and related party transactions as defined in LKAS 24

The related parties and the related party transactions are recognized as per LKAS 24.



Need to establish a Related Party Transactions (RPT) Review Committee consisting exclusively Non-Executive Directors with a minimum of three Non-Executive Directors of whom majority shall be independent. The Chairman of the Committee shall be an Independent Non-Executive Director.

The Related Party Transactions Review Committee has been appointed by the Board consisting Non-Executive Directors of three of them are independent.
Composition of Related Party Transactions Review Committee is as follows.

  • Mr. R. Seevaratnam (Chairman)
  • Dr. H. Cabral
  • Mr. A. M. Pandithage
  • Mr. A. D. B. Talwatte
  • Mr. A. N. Ranasinghe

Refer “Report of the Related Party Transactions Review Committee” on page 56 for the function of the Remuneration Committee during the year 2017/18.



Need to have written terms of reference which is approved by the Board of Directors  

The Related Party Transactions Review Committee has been appointed by the Board with terms of reference and is responsible for reviewing related party transactions, determining whether related party transactions require the approval of the Board or shareholders and establishing guidelines for stakeholders in the event of a related party transactions.






Companies must adopt a Code of Business Conduct and Ethics for Directors, Key Management personnel and all other employees must promptly disclose any waivers of the Code for Directors or others.




Need to disclose the availability of Code of Business Conduct and ethics for Directors and the members of the Key Management Personnel.

The Company has a Code of Ethics applicable to Directors and employees of the Company. The areas covered in the Code of Ethics include proprietary information, conflict of interest, benefits from third parties, accurate books of account, usage of company property for personal use, illegal acquisition of competitor information, insider trading, protection of environment & natural resources and gender equity. Compliance with laws and regulations is a strict requirement for Directors and all employees.
There were no reported cases of non-compliance to, Code of Business Ethics by any Director, Key management personnel or any other employee.



The requirement to have a process in place to ensure that material and price sensitive information is promptly identified and reported.

The price sensitive information are discussed in the Board and the Company Secretary is instructed to inform Colombo Stock Exchange on the same.



The requirement to establish a policy, process for monitoring and disclosure of shares purchased by any Director, Key Management Personnel or any other employee involved in financial reporting.

The Board of Directors shall disclose purchase of shares by them to the Company as well as the Colombo Stock Exchange of Sri Lanka. However the policy for the employees involve in financial reporting will be implemented in the future.



Obligation for the Chairman to affirm that he/ she is not aware of any violation of the Code of Business Conduct and Ethics.

Please refer the Chairman’s Message on pages from 8 to 11.





Directors should be required to disclose the extent to which the Company adheres to established principles and practices of good Corporate Governance.




Need for the Directors to include a Corporate Governance Report in the Annual Report.

The “Enterprise Governance” (from pages 41 to 51) includes the conformance aspects relating to Enterprise Governance. The contents of this table deals with the extent to which established principles of good Corporate Governance have been adhered to and the requirements of the Code of Best Practices on Corporate Governance jointly issued by the SEC and ICASL.
The Company has implemented the regulations of the Section 7.10 of the Listing Rules of Colombo Stock Exchange on Corporate Governance. Refer pages from 49 to 50.


Section 2 :









Institutional shareholders have a responsibility to make considered use of their votes and should be encouraged to ensure their voting intentions are translated into practice.




Need to conduct a regular and structured dialogue with the shareholders.


The Annual General Meeting provides the forum for shareholders to express their views. The Chairman ensures that any views expressed by investors to him personally or at General Meetings are discussed with the Board. The Directors consider that it is important to understand the views of shareholders and, in particular, any issues which concern them.





Need to encourage the institutional investors to give due weight to relevant governance arrangements.

The Annual Report and this table contain the Company’s governance arrangements. Institutional Investors are at liberty to provide any feedback on the governance arrangements.







Individual shareholders, investing directly in shares of companies should be encouraged to carry out adequate analysis or seek independent advice in investing or divesting decisions.

The Company’s communications with the shareholders, including the Annual Report, provides information that enables shareholders to make informed judgments or to seek advice on their investment decisions. The extensive nature of the information given would facilitate the shareholders in carrying out adequate analysis when making their decisions.





Need to encourage individual shareholders to participate in General Meetings and exercise their voting rights.

The shareholders are encouraged to participate at General Meetings and cast their votes. Instructions with regard to appointing a proxy and the manner in which a Proxy Form should be completed are available in the Proxy Form circulated with the Annual Report





Need to have a process to identify how in the organization’s business model, IT devices within and outside the organization can connect to the organization’s network to send and receive information and consequent cyber security risks

The Board of Directors have identified the need of information security and they have implemented IT policy for all employees on using IT equipment. Further, they have used several measures such as wireless connectivity, authorization procedure and monitoring remote access to information in order to secure Company’s information.



Need to appoint a Chief Information Security Officer (CISO) with sufficient expertise, authority and budgetary allocation to introduce and implement a cybersecurity risk management policy which should be approved by the Board.

The Company has appointed an Information Security Officer who carries out routine audits on internal systems, ERP, web and mobile application in order to check any security threat.



The need to allocate regular and adequate time on the Board meeting agenda for discussions about cyber-risk management

This aspect is currently receiving the attention of the Board.



The need to ensure the effectiveness of the cybersecurity risk management through independent periodic review and assurance.

This aspect is currently receiving the attention of the Board.



The requirement for the Board to disclose in the annual report on the process to identify and manage cyber security risks.

This aspect is currently receiving the attention of the Board.