Annual Report 2011/2012 - Colombo Stock Exchange

CORPORATE GOVERNANCE
• Compliant ◦ Non-Compliant • Compliant ◦ Non-Compliant
CORPORATE GOVERNANCE
Code Ref. Subject Applicable requirement Adoption
Status
Applicable Section in the
Annual Report
Code Ref. Subject Applicable requirement Adoption
Status
Applicable Section in the
Annual Report
C. 1 RELATIONS WITH SHAREHOLDERS – Constructive Use and Conduct of Annual General Meeting
C.1.1
C.1.2
Proxy votes to be
counted
Separate
resolutions
• The Company should count and indicate
the level of proxies lodged for and against
in respect of each resolution
• Separate resolutions should be proposed
for substantially separate issues
•
•
Corporate Governance
Corporate Governance/
Notice of Meeting
D.2 ACCOUNTABILITY AND AUDIT - Internal Control
D.2.1
Effectiveness of
system of internal
controls
• Directors to annually conduct a review of
the effectiveness of the system of internal
controls. This responsibility may be
delegated to the Audit Committee
•
Audit Committee
Report/Corporate Governance
C.1.3
Availability of Committee
chairmen at AGM
• The chairmen of Board committees should be
available to answer any queries at AGM
•
Corporate Governance
D.3 AUDIT COMMITTEE
C.1.4
C.1.5
Notice of AGM
Procedure for
voting at meetings
• 15 working days notice to be given to
shareholders
• Company to circulate the procedure for
voting with Notice of Meeting
•
•
Notice of Meeting
Notice of Meeting
D.3.1
Chairman and
Composition of
Audit Committee
• Should comprise of a minimum of two
independent, Non-Executive Directors
• Audit Committee Chairman should be
appointed by the Board
•
•
Audit Committee
Report/Corporate Governance
C. 2 MAJOR TRANSACTIONS
C.2.1
Disclosure
of Major
Transactions
D.1 ACCOUNTABILITY AND AUDIT - Financial Reporting
• Transactions that have a value which are
greater than half of the net assets of the
Company should be disclosed
N/A
D.3.2
D.3.3
Duties of Audit
Committee
Terms of
Reference/
Charter
Should include
• Review of scope and results of audit and
its effectiveness
• Independence and objectivity of the
Auditors
• The parent company trems of reference
charter is applicable to the company
•
•
•
Audit Committee
Report/Corporate Governance
Corporate Governance
D.1.1
D.1.2
Presentation of
public reports
Directors Report
• Should be balanced, understandable
and comply with statutory and regulatory
requirements
• The Director’s Report should be included in the
Annual Report. The report should
confirm that:
- the Company has not contravened laws
or regulations in conducting its activities
- Material interests in contracts have been
declared by Directors
- the Company has endeavoured to ensure
equitable treatment of shareholders
- that the business is a “going concern”
- that there is reasonable assurance of the
effectiveness of the existing business systems
following a review of the internal controls covering
financial, operational and compliance Annual
•
•
•
•
•
•
•
Corporate Governance/
Financial Statements
Report of the Board of Directors
Audit Committee Report
Annual Report of the
Board of Directors/
Financial Statements
Corporate Governance
Audit Committee Report
D.3.4
Disclosures
D.4 CODE OF BUSINESS CONDUCT AND ETHICS
• The Annual Report should disclose the
names of Directors serving on the Audit
Committee
• The Audit Committee should determine
the independence of the Auditors and
disclose the basis of such determination
• The Annual Report should contain a
report by the Audit Committee setting
out the manner of compliance of the
Company during the period to which the
Report relates
•
•
•
Corporate Governance/
Audit Committee Report
Corporate Governance
Audit Committee Report
D.1.3
D.1.4
D.1.5
Respective responsibilities of
Directors and Auditors
Going Concern
Serious Loss of
Capital
• The Annual Report should contain separate statements
setting out the responsibilities of the Directors
for the preparation and presentation of the
financial statements and the reporting responsibilities
of the Auditors Statement of Directors
• Directors to substantiate and report that the
business is a going concern or qualify accordingly
• Directors to summon an Extraordinary
General Meeting in the event that the net
assets of the Company falls below 50% of
the value of Shareholders Funds
•
•
N/A
Responsibility Report
of the Auditors and Directors
Annual Report of the
Board of Directors
D.4.1
D.4.2
Adoption of Code
of Business
Conduct and
Ethics
Chairman’s
affirmation
• The Company must adopt a Code
of Business Conduct and Ethics for
Directors and members of the senior
management team and promptly disclose
any violation of the Code
• The Annual Report must include an
affirmation by the Chairman that he is
not aware of any violation of the Code of
Business Conduct and Ethics
•
•
Corporate Governance
Chairman’s Statement/
Annual Report of the
Board of Directors
AMAYA LEISURE PLC
72
2011/12 ANNUAL REPORT
AMAYA LEISURE PLC
73
2011/12 ANNUAL REPORT