ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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.