Annual Report 2011/2012 - Colombo Stock Exchange

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
• Compliant
Code Ref.
◦ Non-Compliant
Subject
Adoption of Joint Code of Best Practice - Check List
Applicable requirement
Adoption
Status
Applicable Section in the
Annual Report
• Compliant
◦ Non-Compliant
Code Ref. Subject Applicable requirement Adoption
Status
A. 4 DIRECTORS - Financial Acumen
Applicable Section in the
Annual Report
A. 1 DIRECTORS - Board
A.1.1
A.1.2
Frequency of
Board Meetings
Responsibilities of
the Board
• Board should meet regularly, at least
once every quarter
• Formulation and implementation of strategy,
• Skill adequacy of management and succession,
• Integrity of information, internal controls and
risk management
• Compliance with laws, regulations and
ethical standards
• Code of conduct
• Adoption of appropriate accounting policies
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•
•
•
•
•
Corporate Governance/
Annual Report of the
Board of Directors
Corporate Governance/
Annual Report of the
Board of Directors
A.4
A. 5 DIRECTORS – Board Balance
A.5.1
A.5.2
Possession
of adequate
financial acumen
Composition of
Board
Proportion of
independent
Directors
• Board to ensure adequacy of financial
acumen and knowledge within board
• The Board should include a sufficient
number of Non-Executive, independent
Directors
• Two or one third of the Non-Executive
Directors should be independent
•
•
•
Corporate Governance
Corporate Governance
Corporate Governance
A.1.3
A.1.4
A.1.5
A.1.6
A.1.7
Access to
professional
advice
Company
Secretary
Independent
judgment
Dedication of
adequate time
and effort by
Directors
Training for
Directors
• Procedures to obtain independent
professional advice
• Ensure adherence to board procedures
and applicable rules and regulations
• Procedure for Directors to access services
of Company Secretary
• Directors should exercise independent
judgment on issues of strategy,
resources, performance and standards of
business judgment
• Directors should devote adequate
time and effort to discharge their
responsibilities to the Company
satisfactorily
• Directors should receive appropriate
training, hone skills and expand knowledge
to more effectively perform duties
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•
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•
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•
Corporate Governance
Corporate Governance
Corporate Governance
Corporate Governance
Corporate Governance
A.5.3
A.5.4
A.5.5
A.5.6
Test of
independence
Declaration of
independence
Annual
determination
of criteria of
independence/
Non-Nndependence
and declaration of
same by the Board
Appointment
of Senior
Independent
Director (SID)
• Independent Directors should be
independent of management and free of
any business or other relationship that
could materially interfere with the exercise
of unfettered and independent judgment
• Non-executive Directors should submit
a signed and dated declaration of their
independence/Non-Independence
• The Board should annually determine and
disclose the names of Directors deemed
to be independent
• If the roles of Chairman/CEO are
combined, a non-executive Director
should be appointed as a Senior
Independent Director
•
•
•
N/A
Corporate Governance
Corporate Governance/
Annual Report of the
Board of Directors
Corporate Governance
A. 2 DIRECTORS - Chairman & Chief Executive Officer (Managing Director)
A.2 Division of
responsibilities
to ensure no
individual has
unfettered powers
of decision making
• A balance of power and authority to be
maintained by separating responsibility
for conducting board business from that
of executive decision making
• Corporate Governance
A.5.7
A.5.8
Availability of
Senior Independent
Director to other
Directors
Interaction between
Chairman and
Non-Executive,
independent
Directors
• If warranted, the SID should be available
to the other Directors for confidential
discussions.
• The Chairman should meet the Non-Executive,
independent Directors at least once a year
N/A
•
Corporate Governance
A. 3 DIRECTORS - Role of Chairman
A.3 Ensure good
corporate
governance
• Chairman to preserve order and facilitate
effective discharge of board functions by
proper conduct of board meetings
• Corporate Governance
A.5.9
Directors’
concerns to be
recorded
• When matters are not unanimously
resolved, Directors to ensure their
concerns are recorded in board minutes
N/A
AMAYA LEISURE PLC
68
2011/12 ANNUAL REPORT
AMAYA LEISURE PLC
69
2011/12 ANNUAL REPORT