ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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corporate governancePASSIONASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /1336The Board is of the view that its presentcomposition ensures a right balance betweenexecutive expediency and independentjudgment.Directors that made up the Company Boardparticipate in defining goals, vision, strategiesand business targets. All Directors are ableto and willingly add value and independentopinion on the decision making process,which is of immense benefit to the effectivefunctioning of the Board. The Details of thecurrent Board of Directors along with a briefresume of each Director is found on pages 22and 23 of the Report.Transactions or events that have a materialbearing on the Company are disclosedby way of circulars to shareholders,announcements to the Colombo StockExchange and media/press releases. TheBoard is ready to answer questions raisedby shareholders at general meetings andmaintains an appropriate dialogue with them.The Independent Directors shall be able toensure the equal benefits of all shareholderswith independent views and opinions.Directors will update the Board with anynew information in relation to interests orrelationships relevant to independence.The Board has developed a policy that ituses to determine the independence ofits Directors. This determination is carriedout annually or at any other time where thecircumstances of a Director change such asto warrant reconsideration.The Board is aware of the other commitmentsof its Directors and is satisfied that these donot conflict with their duties as Directors ofthe Company.All Non-Executive Directors are requiredto notify the Chairman of changes in theiroutside Board appointments, and theChairman carries out a review of all suchappointments in consultation with the otherDirectors where necessary to ascertain anypossible conflicts of interest.Board responsibilities and decisionrightsAt Asian Hotels and Properties PLC, thebusinesses are conducted by its employees,managers and officers, under the directionof the Executive Directors and the oversightof the Board, to enhance the long-termvalue of the Company for its shareholders.The Board aims to fulfill its responsibilitiesby creating value for all stakeholders thatis sustainable and beneficial. Stakeholdersinclude shareholders, employees, customers,the community and the environment. Withoutlimiting the Board’s function, its specificresponsibilities include:• Approving objectives, strategies andfinancial plans and monitoring theCompany’s performance against theseplans;• Monitoring compliance with the regulatoryrequirements and ensuring all Companyemployees act with integrity and diligencein the interests of the Company andstakeholders;• Reviewing and approving all significantpolicies and procedures across the group;• Exercise objective judgment on allcorporate matters independent fromExecutive Management;• Formulating short and long termstrategies as a basis for the operationalplans of the company;• Determining and recommending interimand final dividends for the approval ofshareholders;• Identifying the principal risks of thebusiness and periodically reviewing therisk management systems in place;• Preparation and presentation of financialstatements, together with a statement bythe Auditors pertaining to their reportingresponsibilities;Delegation of authorityThe Board has delegated some of itsfunctions to the Audit Committee whileretaining the final right to accept therecommendations made by this Committee.The Audit Committee is chaired by anindependent Director appointed by the Board.Conflicts of interest and independenceEach Director holds continuous responsibilityto determine whether he or she has apotential or actual conflict of interest arisingfrom external associations, interests orpersonal relationships in material matterswhich are considered by the Board from timeto time.In order to mitigate any potential or actualconflict of interest or independence ofDirectors throughout the term of theirmembership on the Board, the Company hasadopted the following processes.
PASSION37 ASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /13corporate governancePrior toAppointmentOnceAppointedDuring BoardMeetingsNominees are requested to disclose their various interests that could potentially conflictwith the interest of the Company.Directors who are appointed are expected to inform the Board and obtain Boardclearance prior to accepting any position or engaging in any transaction that couldcreate a potential conflict of interest.All NEDs are required to notify the Chairman of changes in their current Boardrepresentations.Directors who have disclosed an interest in a matter under discussion have• Excused themselves from deliberations on the subject matter• Refrained from voting on the subject matter (Such abstentions from Boarddecisions are duly recorded).Details of companies in which Boardmembers hold Board or Board committeemembership is available with the company forinspection by shareholders on request.Board meetings, Agenda andAttendanceFor the financial year 2012/2013 there wasa total of four (4) Board meetings. Duringthe meetings, the Chairman of the Boardappropriately allocated time for Directorsto carefully review and discuss all relativeinformation. There were also written minutesthat were made available for verification andapproved by the Board. All Directors haveaccess to Keells Consultants [Private] Limitedwho acts as Company Secretaries for adviceon relevant matters.The Board met on key matters of importance to the Company, including the approval of strategic and operating plans, capital expenditure,approving major investments and divestments, annual budgets, and financial statements by giving due attention to accounting standards andpolicies, ensuring compliance with legal and ethical standards, ensuring effective risk management and audit systems and performance monitoringand other matters having a material effect on the Company and the Group.The Board of Asian Hotels and Properties PLC met once every quarter and the Directors’ attendance is shown in the table given below:Attendance at Board MeetingsName of Director 25-04-2012 31-07-2012 31-10-2012 28-01-2013 Meetings AttendedMr. S.C. Ratnayake √ √ √ √ 4/4Mr. A.D. Gunewardene √ √ √ √ 4/4Mr. J.R.F. Peiris √ - √ √ 3/4Mr. R.J. Karunarajah √ √ √ √ 4/4Mr. S. Rajendra √ √ √ √ 4/4Mr. C.J.L. Pinto √ - √ √ 3/4Mr. S.K.G. Senanayake √ - - √ 2/4Mrs. S.A. Jayasekara √ √ √ √ 4/4
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FORM OF PROXYPASSIONASIAN HOTELS AN
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ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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