Annual Report 2011 - Colombo Stock Exchange

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REPORT OF THE DIRECTORS (Contd.)ShareholdersthThe total shareholder base of the Company as at 25 December, 2011 was 744 (2010 - 649). The 20 MajorShareholders of the Company are given under Information to Shareholders on page 40.DividendUNION CHEMICALS LANKA PLC2 0 1 1 - A N N U A L R E P O R TthA Final Dividend of Rs. 6.00 per Share for the year ended 25 December, 2010 has been paid to the Shareholdersththof the Company on 14 June, 2011. A first Interim Dividend of Rs. 6.00 per Share for the Financial Year ended 25thDecember, 2011 has been paid to the Shareholders of the Company on 19 December, 2011.The Directors have recommended the payment of a Final dividend of Rs.5.00 per share for the financial yearthended 25 December, 2011.The Directors have taken appropriate measures to obtain a Report in terms of Section 56 (2) of the CompaniesAct No.7 of 2007 from the Company's Auditors confirming that the Company will, immediately after thepayment of the Dividend satisfy the solvency test in connection with the above dividend declaration.Statutory PaymentsThe Directors to the best of their knowledge and belief are satisfied that all statutory payments in relation to theGovernment and the Employees had been made to date.Events Occuring After the Balance Sheet DateAll material post Balance Sheet events have been considered and where appropriate adjustments or discloureshave been made in respective notes to the Financial Statements.AuditorsThe Financial Statements for the period under review have been audited by Messrs KPMG,CharteredthAccountants. Rs.0.425 Mn is payable by the Company as Audit Fees for the year ended 25 December, 2011.Messrs KPMG have expressed their willingness to continue in office and a Resolution to re-appoint them and toauthorise the Directors to determine their remuneration will be proposed at the Annual General Meeting.Auditors' Relationship with the CompanyThe Company did not have any relationship with, the Auditors of the Company, other than that of the Auditor,thduring the Financial Year ended 25 December, 2011.By Order Of the BoardDr. P.M. Gunesekera A N U Jayawardena SecretaryDirector Director JACEY & COMPANYSecretariesth25 April 201211
CORPORATE GOVERNANCEUNION CHEMICALS LANKA PLC2 0 1 1 - A N N U A L R E P O R TThe fundamental concern of Corporate Governance is to ensure that the Company's directors and managersact in the best interest of the Company and its various stakeholders. Whilst good Corporate Governance helpsimprove public understanding of the activities of the Company, it is also a powerful tool for protectinginvestors. Accordingly, timely and accurate disclosure of information regarding the financial stability,performance and ownership are important aspects of Corporate Governance.The Company is committed towards its corporate values and adheres to the Code of Best Practice on CorporateGovernance. This Report sets out the Company's Corporate Governance process with reference to the extent ofcompliance with same.Board of DirectorsThe Board of Directors collectively possesses a range of skills and knowledge to deal with various businessissues and also have the ability to review and challenge management performance and is responsible for themanagement of the Company. The Board of Directors of the Company consists of eight members and is madeup of Executive and Non - Executive Directors to maintain the independence of the Board.Regular Board Meetings allow potential problems to be identified, discussed and avoided for which purposethe Board meets once in every three months and additionally as the need arises to discuss any prevailing issues,to take appropriate action in achieving results and to review the financial performance of the Company.Decisions in relation to Capital Expenditure and Investments also require the approval of the Board.Recommending of Final Dividends and the payment of Interim Dividends are considered and recommendedby the Board of Directors.A Statement of Directors' Responsibilities for the preparation of Financial Statements is set out on page 07 ofthis Report.Board meets once in every three months to take decisions effectively and ensure the operations of theCompany. Special Board Meetings are also held when need arises.AppointmentsAt each Annual General Meeting one third of Directors for the time being, except Chairman and the ManagingDirector retire from office. The Directors to retire at each Annual General Meeting shall be those who beingsubject to retirement by rotation, have been longest in office since their last election. Retiring Directors shall beeligible for re-election.Board Sub-CommitteesThe Board Sub-Committees scrutinize and analyze the areas under their purview and ensure application ofstrict control over the affairs of the Company. The Sub-Committees make recommendations to the Board onnecessary adjustments and modifications to the internal systems of the Company. The Board has constitutedan Audit Sub-Committee and a Remuneration Sub-Committee, each of which consist of three Non-ExecutiveDirectors. Reports of the Audit Committee and the Remuneration Committee are given on the pages 16 and 18respectively of the Annual Report.12
Page 2 and 3: VISIONTo be the most respected Chem
Page 4 and 5: CORPORATE INFORMATIONUNION CHEMICAL
Page 6 and 7: UNION CHEMICALS LANKA PLC2 0 1 1 -
Page 10 and 11: STATEMENT OF DIRECTORS' RESPONSIBIL
Page 12 and 13: REPORT OF THE DIRECTORS (Contd.)Dir
Page 16 and 17: CORPORATE GOVERNANCE (Contd.)UNION
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Page 26 and 27: CASH FLOW STATEMENTCash flows from
Page 28 and 29: NOTES TO THE FINANCIAL STATEMENTS2.
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Page 36 and 37: NOTES TO THE FINANCIAL STATEMENTS20
Page 38 and 39: NOTES TO THE FINANCIAL STATEMENTSUN
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Page 48 and 49: Environment ManagementUNION CHEMICA
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Annual Report 2011 - Colombo Stock Exchange

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