ASIAN HOTELS AND PROPERTIES PLC AnnuAl RepoRt 2012/13

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corporate governancePASSIONASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /1346CSERule No.7.10.6(c)Subject Compliance requirement CompliancestatusDisclosure in Annual Reportrelating to Audit Committee• Names of Directors comprising the AuditCommittee.• The Audit Committee shall make a determinationof the independence of the Auditors and disclosethe basis for such determination.• The Annual Report shall contain a Report ofthe Audit Committee setting out the manner ofcompliance with their functions.CompliedApplicable Section inthe Annual ReportCorporate Governanceand the Audit CommitteeReportCode of Best practice of Corporate Governance jointly issued by the Securities and Exchange Commission of Sri Lanka (SEC)and the Institute of Chartered Accountants of Sri Lanka (ICSL)Code Ref. Subject Applicable requirement Status Compliance Applicable Section in theAnnual ReportA. DirectorsA.1 The BoardA.1.1 Frequency of Board Meetings • Board should meet regularly, atleast once every quarterA.1.2 Responsibilities of the Board • Formulation andimplementation of strategy• Skill adequacy of managementand succession• Integrity of information, internalcontrols and risk management• Compliance with laws,regulations and ethicalstandards• Code of conduct• Adoption of appropriateaccounting policiesA.1.3 Access to professional advice • Procedures to obtainIndependent professionaladvice when deemednecessary.CompliedCompliedCompliedCorporate Governance/Annual Report of the Board ofDirectorsCorporate GovernanceCorporate Governance
PASSION corporate governance47 ASIAN HOTELS AND PROPERTIES PLCAnnual Report 2012 /13Code Ref. Subject Applicable requirement Status Compliance Applicable Section in theAnnual ReportA.1.4 Company Secretary • Ensure adherence to Board Complied Corporate Governanceprocedures and applicablerules and regulations• Procedure for Directors toaccess services of CompanySecretaryA.1.5 Independent Judgment • Directors should exerciseindependent judgment onissues of strategy, resources,performance and standards ofbusiness judgmentComplied Corporate GovernanceA.1.6Dedication of adequate time andeffort by Directors• Directors should devoteadequate time and effort todischarge their responsibilitiesto the Company satisfactorilyA.1.7 Board induction & training • Directors should receiveappropriate training, hone skillsand expand knowledge tomore effectively perform dutiesA.2 Chairman & Chief Executive OfficerA.2.1Justification for combining the rolesof the Chairman and the CEO• A balance of power andauthority to be maintained byseparating responsibilities forconducting Board businessfrom that of executive decisionmakingA.3 Chairman’s RoleA.3.1 Ensure good corporate governance • Chairman to preserveorder and facilitate effectivedischarge of Board functionsby proper conduct of BoardMeetingsCompliedCompliedCompliedCompliedCorporate GovernanceCorporate GovernanceCorporate GovernanceCorporate Governance
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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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