ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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annual report of the board of directorsPASSIONASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /1326The distribution and composition ofshareholders and the information relating toearnings, dividend, net assets, and marketvalue per shares is given in the ShareInformation and Five (5) year financial reviewsection of the Annual Report.Major ShareholdersDetails of the twenty largest shareholdersof the Company and the percentages heldby each of them are disclosed in the ShareInformation section of the Annual Report onpage 170.ReservesTotal reserves as at 31st March 2013 for theCompany and Group amounted to Rs. 16,384Mn ( 2012 - Rs. 10,021 Mn) and Rs. 18,352Mn (2012 - Rs. 11,633 Mn), respectively.The movements and composition of theCapital Reserves and Revenue Reservesduring the year are disclosed in the Statementof Changes in Equity.DirectorsThe Board of Directors of the Company as at31st March 2013 and their brief profiles aregiven in the Board of Directors section of theAnnual Report.The Directors of the Company who heldoffice during the year under review are set outbelow.Mr. S.C. Ratnayake - ChairmanMr. A.D. Gunewardene - Managing DirectorMr. J.R.F. PeirisMr. R.J. KarunarajahMr. S. RajendraMr. C.J.L. PintoMr. S.K.G. SenanayakeMrs. S.A. JayasekaraMr. S.K.G. Senanayake and Mrs. S.A.Jayasekara retire by rotation in terms ofArticle 84 of the Articles of Association of theCompany and being eligible for re-election arerecommended by the Board for re-election.The Directors of Trans Asia Hotels PLC[Subsidiary] who held office during the yearunder review are set out below:Mr. S.C. Ratnayake - ChairmanMr. A.D. GunewardeneMr. J.R.F. PeirisMr. D.S.J. Pelpola (resigned with effect from26/06/2012)Mrs. R.L. Nanayakkara (resigned with effectfrom 26/06/2012)Mr. N.L. GooneratneMr. C.J.L. PintoMr. E. H. WijenaikeMr. D.S.J. Pelpola and Mrs. R.L. Nanayakkararesigned from the Board with effect from 26thJune 2012.Mr. E.H. Wijenaike was appointed to theBoard with effect from 27th June 2012.Board CommitteesBoard Audit CommitteeThe following members serve on the BoardAudit CommitteeMr. C.J.L. Pinto - ChairmanMr. S.K.G. SenanayakeMrs. S.A. JayasekaraThe report of the Audit Committee is given onpage 122 of this Report.Human Resources and CompensationCommitteeThe Human Resources & CompensationCommittee of the Parent Company JohnKeells Holding PLC (JKH) functions asthe Human Resources & CompensationCommittee of the Company, as permittedby the listing rules of the Colombo StockExchange.Mr. E.F.G. Amerasinghe - ChairmanMrs. S. TiruchelvamDr. I. CoomaraswamyMr. A.R. GunasekaraThe Report of the Human Resourcesand Compensation Committee and theremuneration policy is given in the CorporateGovernance section of the Annual Report.Nominations CommitteeThe Nomination Committee of the ParentCompany John Keells Holding PLC(JKH)functions as the nomination committee of theCompany.The Nominations Committee comprisesthree Independent Directors and one NonIndependent Director namely as at 7th March2013:Mr. T. Das - ChairmanMr. S. Enderby*Mrs. S. TiruchelvamMr. S. C. Ratnayake (Non Independent)*resigned from 8th March 2013The Report of the Nominations Committee isgiven in the Corporate Governance section ofthe Annual Report.
PASSION27 ASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /13annual report of the board of directorsInterests RegisterThe Company has maintained an InterestsRegister as contemplated by the CompaniesAct No 7 of 2007. In compliance with therequirements of the Companies Act No. 7of 2007, this Annual Report also containsparticulars of entries made in the InterestsRegister of the Subsidiary which is a PublicLimited Company.Interests in contractsThe Directors have all made a generaldisclosure to the Board of Directors asrequired by Section 192 (2) of the CompaniesAct No. 7 of 2007 and no additional interestshave been disclosed by any Director.Directors’ RemunerationDetails of the remuneration and other benefitsreceived by the Directors of the Companyand the Group are set out in Note 10 of theFinancial Statements.Indemnities and RemunerationThe Board approved the payment to Mr. R.J.Karunarajah and Mr. S. Rajendra, ExecutiveDirectors, of:• An increment from 1st July 2012 basedon the individual performance ratingobtained by the Executive Directors interms of the Performance Managementsystem of the John Keells Group; and• Short term variable incentive based onindividual performance, organisationperformance and role responsibilitybased on the results of the financial year2011/2012, paid in July 2012.The Remuneration Committee of John KeellsHoldings PLC (being the holding companyof Asian Hotels and Properties PLC) has notrecommended an increment in fees to the Non-Executive Directors of the Company. The feespayable to Non-Executive nominees of John Keells Holdings PLC are paid to the Company andnot to individual Directors.Particulars of entries in the interests register of subsidiaryTrans Asia Hotels PLCIndemnities and remunerationThere have been no changes in Remuneration paid to the Directors of Trans Asia Hotels PLC forthe financial year ended 31st March 2013.Further to the appointment of Mr. E. H. Wijenaike as a Non-Executive Director of Trans AsiaHotels PLC with effect from 27th June 2012, the Board approved the payment to Mr. E.H.Wijenaike of the standard Non-Executive fees approved by the Board for Non-ExecutiveDirectors which are commensurate with the market complexities of the Company.Directors’ ShareholdingsThe shares held by Directors’ and their spouses in the Company as at 31st March 2013 are asfollows;Director Shareholding ShareholdingAs atAs at31.03.2013 31. 03.2012Mr. S.C. Ratnayake 20,000 20,000Mr. A.D. Gunewardene NIL nILMr. J.R.F. Peiris NIL nILMr. R.J. Karunarajah 200 200Mr. S. Rajendra NIL NILMr. S.K.G. Senanayake NIL nILMrs. S.A. Jayasekara NIL nILMr. C.J.L. Pinto 7,800 7,800(Joint account with Mrs. M.R.C. Pinto)Corporate GovernanceCorporate Governance practices and principles with respect to the management and operationsof the Company are set out on pages 34 to 57 of this Report.The Directors confirm that the Company is in compliance with the Listing Rules of the ColomboStock Exchange and has adopted the relevant Rules on Corporate Governance issued by theSecurities & Exchange Commission of Sri Lanka and the Institute of Chartered Accountants ofSri Lanka.
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ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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