directors - Colombo Stock Exchange

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goVernance report The Committee consists of three Independent Non-Executive Directors, one Non-Executive Director and the Chairman of the Board. The Chairman of the Committee is Dr. H. Cabral, an Independent Director. Mr. A.R. Pandithage, who is also the Chairman, Managing Director and Chief Executive Officer, was appointed to the Nomination Committee w.e.f. 19th May 2009. The composition of the Nomination Committee is available on the table appearing on page 107. The Committee is entitled to obtain professional advice at the Company’s expense. The Committee has specific terms of references defining its scope and authority. The report of the Nomination Committee is available on page 123. A.8. Re-election Principle: All Directors should be required to submit themselves for re-election at regular intervals and at least once in every three years. Retirement & Re-Election of Directors In terms of the Articles of Association, one-third of the Directors, except for the Managing Director who is also the Chairman/CEO, retire in rotation and may offer themselves for reappointment at the AGM. Based on the current composition of the Board, Directors are re-elected every three years. A brief resumé of Directors, including the Directors who offer themselves for re-election is available on page 129. A.9. Appraisal of Board Performance Principle: Boards should periodically appraise their own performance in order to ensure that Board responsibilities are satisfactorily discharged. The effectiveness of the Board is vital to the success of the Group. The Board undertakes a process that appraises its performance in discharging its key responsibilities set out earlier in this Report. The appraisal covers areas such as their contribution towards developing, implementing and monitoring of strategy, communication with stakeholders, processes involving the Board, review of its own performance evaluation process and other areas related to the conduct of its business. The methodology of evaluation involves each Board member completing a checklist and assigning a rating on each item covered in the checklist involving areas of appraisal. A.10. Disclosure of Information in Respect of Directors Principle: Shareholders should be kept advised of relevant details in respect of Directors. The Code requires that the following information about the Directors be given in the Annual Report. 110 e n t e r p r i s e g ov e r n a n C e ANNUAL REPORT 2009/10 DIESEL & MOTOR ENGINEERING PLC Requirement Response Name, qualifications and brief profile The nature of his expertise in relevant functional areas Immediate family and/or material business relationships with other Directors of the Company Names of listed companies in Sri Lanka in which the Director concerned serves as a Director Names of other companies in which the Director concerned serves as a Director, provided that where he holds <strong>directors</strong>hips in companies within a Group of which the Company is a part, their names need not be disclosed; it is sufficient to state that he holds other <strong>directors</strong>hips in such companies Number of Board meetings of the Company attended during the year Names of Board committees in which the Director serves as Chairman or a member Number of committee meetings attended during the year. A.11. Appraisal of Chief Executive Officer Available on page 14 Board of Directors - Overview Available on page 14 Board of Directors - Overview Mr.A.R.Pandithage, Mr.A.G.Pandithage and Mr.A.M.Pandithage fall within the definition of 'close family members' of the Code. Available on page 14 Board of Directors - Overview Available on page 14 Board of Directors - Overview Available on page 107 Available on page 107 Available on page 107 Principle: The Board should be required, at least annually, to assess the performance of the CEO. At the commencement of every financial year, the Board in consultation with the Chairman/Managing Director/CEO and Executive Directors agree on the financial and non-financial targets, based on which the performance of Chairman/Managing Director/CEO and Executive Directors are evaluated. Whilst the performance evaluation of the Chairman/Managing Director/CEO is done by the Non- Executive Directors led by the Senior Independent Director, the performance appraisal of Executive Directors will be carried out by the Chairman/Managing Director/CEO in consultation with the Non-Executive Directors. Economic Performance 70 Environmental Performance 74 Social Performance 84 Standard Disclosure G3 Index & Report Application Level 94
DIESEL & MOTOR ENGINEERING PLC ANNUAL REPORT 2009/10 DIRECTORS’ REMUNERATION B.1. Remuneration Procedure Principle: Companies should establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual Directors. No Director should be involved in deciding his/her own remuneration. Remuneration Committee The Remuneration Committee is responsible for determining the framework and policy on remuneration of the Chairman/Managing Director/CEO, Deputy Chief Executive Officer, Executive Directors and Senior Management. The remuneration of the Executive Directors is decided by the Remuneration Committee in consultation with the Chairman/Managing Director/CEO. The Board of Directors appoints members to the Remuneration Committee. The present Committee consists of three Independent Non-Executive Directors and one Non-Executive Director. The Chairman of the Remuneration Committee is Dr. U.P. Liyanage, an Independent Non-Executive Director. The composition of the Remuneration Committee meets the requirements of the CSE listing rules and is available in the table appearing on page 107. The Board of Directors has set the terms of reference of the Remuneration Committee. The Committee is entitled to obtain professional advice at the Company’s expense. No Director is involved in deciding his own remuneration. The Remuneration of the Non-Executive Directors is decided by the Board. Time commitments and responsibilities of their role are taken into consideration when remuneration levels of Non-Executive Directors are determined. Committee meetings and attendance of members is disclosed in the table appearing on page 107. The report of the Remuneration Committee available on page 122 provides more details of the functioning of the Remuneration Committee. e n t e r p r i s e g ov e r n a n C e goVernance report B.2. The level and make up of Remuneration Principle: Levels of remuneration of both Executive and Non- Executive Directors should be sufficient to attract and retain the Directors needed to run the Company successfully. A proportion of Executive Directors’ remuneration should be structured to link rewards to corporate and individual performance. The Company’s remuneration policy aims to attract and retain high caliber executives by ensuring that their rewards are competitive and linked to both individual and business performance. Whilst recognising the market demands and the contribution of the executives to the overall performance, the Company believes that the remuneration policy should at the same time be in congruence with shareholder interests. When required, the Remuneration Committee uses remuneration surveys to ascertain market levels of remuneration. B.3. Disclosure of Remuneration Principle: The Company’s Annual Report should contain a Statement of Remuneration Policy and details of remuneration of the Board as a whole. Remuneration Policy & Disclosures The remuneration policy is available in the Report of the Remuneration Committee appearing on page 122. Total Directors’ emoluments are disclosed in Note 8 on page 149. Independent Assurance Statement 100 Enterprise Governance 104 Chairman & CEO’s and CFO’s Responsibility Statement 116 Enterprise Risk Management 117 111
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Annual Report 2009/10 DIESEL & MOTO
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Vision To be the leader in all the
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Contents Overview Financial Highlig
Page 8 and 9: oVerView operational hIGhLIGhTS Har
Page 10 and 11: oVerView CHairMan & Ceo’s REvIEW
Page 12 and 13: oVerView 12 C H a i r M a n & Ceo
Page 14 and 15: Overview Board of DIRECTORS ANNUAL
Page 16 and 17: Overview Group ManaGeMent COMMITTEE
Page 18 and 19: ManageMent report Business PERFORMA
Page 22 and 23: ManageMent report The performance o
Page 24 and 25: ManageMent report Tata Commercial V
Page 28 and 29: ManageMent report We continue to ex
Page 32 and 33: ManageMent report A Year of Importa
Page 36 and 37: ManageMent report Performance Dimo
Page 40 and 41: ManageMent report The Business unit
Page 42 and 43: ManageMent report The division has
Page 44 and 45: ManageMent report FinanCial REvIEW
Page 46 and 47: ManageMent report Finance Expenses*
Page 48 and 49: ManageMent report Working Capital T
Page 50 and 51: ManageMent report Segment Performan
Page 52 and 53: goVernance report enterprise GOvERN
Page 54 and 55: goVernance report SECTION 1: THE CO
Page 56 and 57: goVernance report The Company Secre
Page 60 and 61: goVernance report RELATIONS WITH SH
Page 62 and 63: goVernance report e n t e r p r i s
Page 64 and 65: goVernance report CHairMan & Ceo’
Page 66 and 67: goVernance report Risk Management A
Page 68 and 69: goVernance report Industry Trends D
Page 70 and 71: goVernance report tHe reMuneration
Page 72 and 73: goVernance report group STRUCTURE 1
Page 74 and 75: FINANCIAL CALENDAR Interim Financia
Page 76 and 77: annual RepoRt oF the boaRd oF diRec
Page 78 and 79: annual RepoRt oF the boaRd oF diRec
Page 80 and 81: statement oF diRectoRs’ RespoNsIb
Page 82 and 83: income stAteMeNts 136 Consolidated
Page 84 and 85: statements oF ChANGes IN eqUIty 138
Page 86 and 87: cash Flow statements Reconciliation
Page 88 and 89: notes to the Financial statements 3
Page 90 and 91: notes to the Financial statements T
Page 92 and 93: notes to the Financial statements A
Page 100 and 101: notes to the Financial statements N
Page 102 and 103: notes to the Financial statements T
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notes to the Financial statements F
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notes to the Financial statements 3
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Share INFORMATION 1. Stock Exchange
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S h a r e I n f o r m aT I o n 9. T
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neTwork of BRANCHES, WORKSHOPS & SH
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h I STo r I c a l n oT e The key at
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k eY p r I n c I pa l S Principals
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co u n T rY r e p o rT Sectoral Com
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co u n T rY r e p o rT Expectation
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GloSSarY of FINANCIAL TERMS Account
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corporaTe INFORMATION Name of the C
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The creative approach we adopted fo
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f o r m o f p rox Y Instructions as
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