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

Corporate Governance (contd.)
The Directors are elected by the shareholders of the Company in terms of the Articles of Association. The Articles of Association
of the Company empower the Board of Directors to either fill a casual vacancy to the directorate or appoint additional
Directors. Directors so appointed hold office until the next Annual General Meeting at which they are eligible for election.
The Articles require one-third of the Directors in office to retire at each Annual General Meeting. The Directors to retire each
year are those who have been longest in office since their re-appointment. Retiring Directors are eligible for re-election by the
shareholders.
The Managing Director does not retire by rotation.
B. DIRECTORS’ REMUNERATION
Remuneration Committee
The composition of the Remuneration Committee satisfies the requirements laid down in the Listing Rules of the Colombo
Stock Exchange. The Remuneration Committee consists of :
Mr Malik J Fernando (Chairman) - Non Executive Director
Dr Anura Ekanayake - Independent Non Executive Director
Mr Lalit N de S Wijeyeratne - Independent Non Executive Director
The Remuneration Committee is entrusted with the responsibility of formulating and reviewing the remuneration packages of
Executive Directors and Executive employees.
Disclosure of Remuneration
The report of the Remuneration Committee is given on Page 11 of this Annual Report. The total of the Directors’ Remuneration
is under Note 21 to the Financial Statement.
C. RELATIONS WITH SHAREHOLDERS
The Board encourages the active participation of all the shareholders at the Annual General Meeting.
Shareholders are free to communicate with the Company whenever it is considered necessary. Such communication can
be either with the Chairman or with the Managing Director or the Chief Executive Officer or the Secretaries of the Company
depending on the matters being addressed.
1. Constructive use of the Annual General Meeting
The Board considers the Annual General Meeting as an opportunity to communicate with shareholders, and encourages
their participation. The Board is willing to answer questions raised by the shareholders at the General Meetings of the
Company and maintains an appropriate dialogue with them.
2. Major Transactions
There were no transactions during the year under review which was within the definition of ‘Major Transactions’ in terms
of the Companies Act.
D. ACCOUNTABILITY AND AUDIT
1. Financial Reporting
The Board of Directors confirm that the Financial Statements of the Company have been prepared in a meaningful
manner and are in accordance with the Sri Lanka Accounting Standards and the Companies Act. No. 07 of 2007. The
Company has duly complied with all the requirements prescribed by the regulatory authorities including the Colombo
Stock Exchange and the Registrar of Companies.
The Annual Report includes descriptive, non-financial content through which an attempt is made to provide stakeholders
with information to assist them to make more informed decisions.
The Statement of Directors’ Responsibilities in relation to the Financial Statements is set out on Page 22.
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Elpitiya Plantations Plc Annual Report 2010/11