Elpitiya Plantations Plc Annual Report 2010/11 - Colombo Stock ...

Corporate Governance
The processes adopted by a Corporate to optimize profits without compromising on principles and standards thus ensuring that the
Corporate’s objectives are achieved by adhering to such principles and practices, is good Corporate Governance.
Hence, the Company has adopted the principles and best practices suggested jointly by the Institute of Chartered Accountants of
Sri Lanka and the Securities and Exchange Commission of Sri Lanka and by the relevant regulatory bodies including the Colombo
Stock Exchange to achieve its objectives and to ensure accountability to the shareholders and other stakeholders of the Company.
The Company’s compliance with the Code of Best Practices on Corporate Governance is given below;
A. DIRECTORS
1. The Board of Directors
Composition and Attendance at Board Meetings
The Board as at 31 st March 2011 comprised of the following Directors; Two Executive Directors including the Chairman and
the Managing Director and six other Non-Executive Directors. These Directors are named below and their profiles appear on
pages 7 & 8 of this Report. Details of Directors’ shareholdings in the Company and Directorates in other related companies
are given on pages 51 & 52 respectively.
The Board meets at least four times a year to review the business performance of the Company.
In addition to attending meetings, the Directors take decisions via circular resolutions. During the year under review the Board
met 04 times. Attendance at these Meetings are given below.
NAME 10.06.10 27.08.10 14.12.10 23.03.11
Mr. J M S Brito ✓ ✓ ✓ ✓
Dr. R M Fernando ✓ ✓ ✓ ✓
Mr. Merrill J Fernando Excused Excused Excused Excused
Mr. Malik J Fernando ✓ ✓ ✓ ✓
Mr. D V H De Mel (resigned w.e.f. 10.08.2011) ✓ ✓ Excused ✓
Mr. J H J Jayamaha
✓
Dr. S A B Ekanayake ✓ Excused ✓ ✓
Mr. L N de S Wijeyeratne ✓ ✓ ✓ Excused
Mr. M D U K Mapa Pathirana
Excused
The Directors communicate with one another regularly to discuss relevant business issues and to familiarize themselves with
business opportunities, challenges, risks and controls that need to be instituted.
Responsibilities of the Board of Directors
The Board is responsible for:
• Maximizing shareholder value.
• Formulating, communicating, implementing and monitoring the business goals, objectives, strategies and policies of the
Company.
• Ensuring adherence to appropriate accounting policies and practices.
• Setting priorities and communicating values and ethical standards for management.
• Ensuring proper risk management and audit systems covering all aspects of the business are in place and are
implemented.
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Elpitiya Plantations Plc Annual Report 2010/11