Annual Report 2009/2010 - Colombo Stock Exchange

ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE
AFFAIRS OF THE COMPANY
Resignation of Directors
Mr. M. Selvanathan who was a Director of the
Company resigned from the Board on 2nd September
2009.
Directors to Retire by Rotation
In terms of Articles 88 and 90 of the Articles of
Association of the Company, Mr. S. K. Shah retires by
rotation and being eligible offers himself for reelection.
Retirement at the 1st AGM following
Appointment as Director
In terms of Article 87 and 94 of the Articles of
Association of the Company, Mr. K. Selvanathan
retires from the Board and being eligible offers himself
for re-election.
In terms of Article 87 and 94 of the Articles of
Association of the Company, Mr.R.E.Bagattini retires
from the Board and being eligible offers himself for reelection.
Appointment of Director who is over 70 Years
of Age
Mr. L.C.R. de C. Wijetunge who is over 70 years of
age to be re-appointed as a Director of the Company
for a further period of one year from the conclusion of
the Annual General Meeting and that the age limit
stipulated in Section 210 of the Companies Act No.7 of
2007 shall not be applicable.
BOARD OF DIRECTORS
Directors
L. C. R. de C. Wijetunge (Chairman)
H. Selvanathan (Deputy Chairman)
M. Selvanathan (Resigned w.e.f. 02.09.2009)
S. K. Shah
Dato Voon Loong Chin D.S.P.N.
D. C. R. Gunawardena
C. T. Liyanage
C. P. Amerasinghe
D. R. P. Goonetilleke
AUDITORS
Company’s Auditors during the year under review were
Messrs. KPMG Ford, Rhodes, Thornton & Company,
Chartered Accountants. A sum of Rs. 715,000/- was
paid to them by the Company as audit fees for the year
ended 31st March 2010 (2009 - Rs 640,000/-).
The retiring auditors have expressed their willingness to
continue in office. A Resolution to re-appoint them as
Auditors of the Company and authorising the Directors
to fix their remuneration will be proposed at the Annual
General Meeting.
The Audit Committee reviewed the appointment of the
Auditors, its effectiveness and its relationship with the
group, including the level of audit and non-audit fees
paid to the Auditor.
Auditors’ relationship or any interest with the
Company
The Directors are satisfied that, based on written
representations made by the Independent Auditors to the
Board, the Auditors did not have any interest with the
Company that would impair their independence.
CORPORATE GOVERNANCE
Compliance of corporate governance rules as per the
Listing Rules of the Colombo Stock Exchange (CSE).
The following Directors held office as at the balance sheet date and their brief profiles are given on pages 10 to 11
of the Annual Report.
Executive / Non-Executive / Independent
Non-executive/ Independent*
Executive
Executive
Executive
Non-Executive
Executive
Executive
Executive
Executive
Annual Report of the Board of Directors on the Affairs of the Company
K. Selvanathan (Appointed w.e.f. 02.09.2009)
R. E. Bagattini (Appointed w.e.f. 19.03.2010)
G. Brockett (Alternate Director to R. E. Bagattini-
Appointed w.e.f. 19.03.2010)
Executive
Non-Executive
-
* The Board has determined that Mr. L. C. R. de C. Wijetunge is an independent Non Executive Director in spite of
being on the Board for more than 9 years and being a Director of Ceylon Brewery PLC, which has a substantial
share holding in the Company, since he is not directly involved in the management of the Company.
The Board is working towards meeting the CSE criteria, in respect of Non Executive Independent Directors on the
Board.
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