DIPPED PRODUCTS PLC / ANNUAL REPORT 2008—2009

Corporate Governance
Responsibilities
The Board is responsible to;
enhance shareholder value.
formulate and communicate business policy and strategy to assure sustained growth, and monitor its implementation.
approve any change in the Group’s business portfolio and sanction major investments and disinvestments in accordance
with parameters set.
ensure Executive Directors have the skills/ knowledge to implement strategy effectively, with proper succession
arrangements in focus.
ensure effective remuneration, reward and recognition policies are in place to help employees give of their best.
set and communicate values/ standards, with adequate attention being paid to accounting policies/ practices.
ensure effective information, control, risk management and audit systems are in place.
ensure compliance with laws and ethical standards established.
approve annual budgets and monitor performance against these.
adopt annual and interim results before these are published.
Inter alia, Directors;
must bring independent judgment to bear and consider foremost the interests of the company as a whole.
must stay abreast of developments in management practice, the world and domestic economy and other matters
relevant to the company.
may convey concerns to the Chairman.
may, where necessary and with the concurrence of the Chairman or the DPL Independent Director, consult and consider
inputs from “experts” in relevant areas.
should declare their interests in contracts under discussion at a Board meeting, and refrain from participating in such
discussion.
possessing “price- sensitive” information concerning the company should not trade in the company’s shares until such
information has been adequately disseminated in the market.
Company Secretary
The services and advice of the Company Secretary are made available to Directors as necessary. The Company Secretary keeps
the Board informed of new laws, regulations and requirements coming into effect which are relevant to them as individual
Directors and collectively to the Board. A major focus of attention recently has been the Companies’ Act No 7 of 2007, with its
wide ranging implications, pursuant to which the Company adopted a new set of Articles of Association.
Chairman’s role
The Chairman is responsible for the efficient conduct of Board meetings. The Chairman maintains close contact with all Directors,
and holds informal meetings with Non-Executive Directors as and when necessary.
Board balance
The composition of the Executive and Non- Executive Directors (the latter are over one third of the total number of Directors)
satisfies the requirements laid down in the Listing Rules of the Colombo Stock Exchange. The Board has determined that two
Non-Executive Directors satisfy the criteria for “independence” set out in the Listing Rules.
Non-Executive Directors profiles reflect their caliber and the weight their views carry in Board deliberations. Each is independent
of management and free from any relationship that can interfere with independent judgment. The balance of Executive, Non-
Executive and Independent Non-Executive Directors on the Board ensures that no individual Director or small group of
Directors dominates board discussion and decision making.
The Chairman of the Company is also the Chairman of Hayleys PLC. Chief Executive Authority is vested in the Managing Director
of the Company . The distinction between the position of the Chairman and officers wielding executive powers in the Company
ensures the balance of power and authority.
Financial acumen
The Board, including the Alternate Director includes two senior Chartered Accountants, who possess the necessary knowledge
and competence to offer the Board guidance on matters of finance. One of them serves as Chairman of the Audit Committee.
Supply of information
Directors are provided with quarterly reports on performance that such other reports and documents as are necessary. The
Chairman ensures all Directors are adequately briefed on issues arising at meetings.
Appointments to the Board
The Board as a whole decides on the appointment of Directors.
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