Annual Report 2011/2012 - Colombo Stock Exchange
Annual Report 2011/2012 - Colombo Stock Exchange
Annual Report 2011/2012 - Colombo Stock Exchange
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MERCANTILE SHIPPING COMPANY PLC<br />
CORPORATE GOVERNANCE Contd...<br />
AUDIT COMMITTEE<br />
The Audit Committee consists of three non-executive<br />
independent Directors in compliance to Rule 7.10.6(a) of the<br />
<strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong>.<br />
REMUNERATION COMMITTEE<br />
The Remuneration Committee consists of two non-executive<br />
independent Directors in compliance to Rule 7.10.5(a) of the<br />
<strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong>.<br />
Director Position held No. of<br />
Meetings held<br />
Director<br />
Position held<br />
No. of<br />
Meetings held<br />
T.N. Jayasinghe<br />
C.P.P.G. Hapudeniya<br />
G. M. Vikum Pradeepa<br />
(Appointed on 25th<br />
May.<strong>2011</strong>)<br />
Chairman<br />
Member<br />
Member<br />
Independence of the Members of the Committees<br />
Mr. T.N. Jayasinghe is a Fellow of the Chartered Institute of<br />
Management Accountants, U.K. with 40 years experience in<br />
the Private Sector locally and abroad is independent as per the<br />
criteria set out by the <strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong>.<br />
Mr. C.P.P.G. Hapudeniya is an Associate of the Chartered<br />
Institute of Management Accountants, U.K. with a wealth of<br />
experience in Private Sector as an entrepreneur and is<br />
independent as per the criteria set out by the <strong>Colombo</strong> <strong>Stock</strong><br />
<strong>Exchange</strong>.<br />
Mr G M Vikum Pradeepa holds a Bachelor of Commerce<br />
(Special) Degree from University of Jayawardenapura and a<br />
Master Degree in Shipping Management from World Maritime<br />
University, Malmo, Sweden. He is the Finance Manager of<br />
Ceylon Shipping Corporation Ltd with more than 15 years<br />
experience in shipping.<br />
05<br />
C.P.P.G. Hapudeniya<br />
T.N. Jayasinghe<br />
Chairman<br />
Member<br />
The Remuneration Committee recommends the remuneration<br />
payable to the Executive Director based on relevant criteria.<br />
The Board makes the final determination after consideration of<br />
such recommendation.<br />
DISCLOSURE OF REMUNERATION<br />
The total of Directors' Remuneration is reported in Note 25 to<br />
the Financial Statements in accordance with Rule 6.6(b) of the<br />
<strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong>.<br />
STATUTORY PAYMENTS<br />
All statutory payments have been made by the Company.<br />
LEVEL OF COMPLIANCE WITH THE CSE'S LISTING<br />
RULING<br />
Level of compliance with the CSE's Listing Ruling section 6,<br />
Rules on Corporate Governance are given in the following<br />
table.<br />
01<br />
A special feature of the Committee is that all three members are<br />
members of recognized professional bodies in accordance<br />
with Rule 7.10.6(a) of the <strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong> and with<br />
experience in not only in their relevant fields but in shipping as<br />
well.<br />
The role of the Audit Committee is to assist the Board in the<br />
discharge of its duties by ensuring that the Company follows<br />
adequate systems of internal control to minimize risk and<br />
errors, prepare financial statements in accordance with Sri<br />
Lanka Accounting Standards and comply with directions<br />
issued by the Regulatory Authorities and the laws of the land.<br />
The committee met five times during the year assisted by the<br />
Chief Financial Officer.<br />
The Committee also met with the External Auditors and<br />
reported their findings and recommendations to the Board<br />
regularly.<br />
10
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