The Board has delegated specific functions to several Board Committees to assist in the discharge of its duties. The mandate of each committee is formulated in formal sub-committee charters. When determining the committee composition, the Board considers relevant regulations, the skills and experience of its members and the responsibilities of each committee. Chairmen of the committees are responsible for the effective functioning of the committee. The committees are given clearly defined mandates and the frequency of meetings are agreed upon.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in its oversight and monitoring of financial reporting, risk management, internal control aspects, and compliance with financial and regulatory requirements.
Remuneration Committee
The Remuneration Committee activities include periodically reviewing the remuneration policy of the company including the compensation paid to Directors and senior management.
Nominations and Governance Committee
The Nomination and Governance Committee activities include nomination, selection and recommendation for the appointment of Non-Executive Directors, CEO and Key senior officers, and succession planning for Key Management Personnel.
Related Party Transaction Review Committee (RPTRC)
RPTRC is in place to ensure that the interests of shareholders are safeguarded and there is adherence to the regulatory requirements.
The governance policy and structure of the Company ensures that the Board has the required level of oversight on matters that are material to the Company and Group.
The delegation of authority gives a clear direction on decision making. Each decision taken aligns with Company culture and values and considers the benefits, the risks, the financial implications and its impact on the relevant stakeholders. The Board is reinstated at regular intervals through new appointments, retirement, resignation, and re-election. Board reinstatements allow for the introduction of members with new skills, insights, and perspectives, while retaining valuable industry knowledge and maintaining board effectiveness.
Board appointments are made in a formal and transparent manner, as determined by the Nominations Committee which assesses the Company and Group’s strategic demands as well as the proficiencies and capabilities of the Board. Profiles of requirements are drawn up and prospective candidates are selected by the Nominations Committee prior to endorsement to the Board. The Board considers the endorsements of the Nominations Committee and recommends suitable candidates for appointment or re-election by the shareholders at the Annual General Meeting.
Appointments of new Directors are communicated to the Colombo Stock Exchange and shareholders by way of an announcement. The Nominations committee is assigned the task of selection and recommendation of new Directors/re-election, CEO and key senior officers and monitors succession planning for key management personnel.
The remuneration committee determines the remuneration policy andcompensation packages to be paid to Directors and senior management of the Company. Executive Directors/senior management review the remuneration of all staff and make necessary changes annually. In considering the salary and benefits, the management looks at experience, qualifications, contribution, designation and market rates.
Compensation of Non-Executive Directors is determined in reference to the contribution made by them in achieving the agreed goals of the Company and serving as members of Committees. Non-Executive Directors are not entitled to receive any performance-related / incentive payments.
The Company and Group’s corporate structure, business, operations and disclosure practices have been strictly aligned to our corporate governance philosophy. transparency, accountability, fairness and intensive communication with stakeholders are integral to the Company and Group’s activities.
The Code of principles/terms and conditions of employment are distributed to each new employee of the Company and Group upon commencement of his/her employment with the company/subsidiary and may also be circulated at other
Each recipient will be asked to sign an acknowledgement of his/her letter of appointment confirming that he/she has understood the terms of engagement/employment with the company and his/her willingness to abide by these terms.
The Company expects all Group employees to comply with all laws, including anti-trust, anti-bribery, environmental and safety laws, and all rules and regulations imposed on the company by respective regulatory authorities. Each company Board of Directors and employees are expected to act with integrity, use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations, and particularly those relating to accounting and auditing matters and to ask for advice from a professional body, if there is any uncertainty whether a situation may violate any applicable laws.
The Company is registered on the Colombo Stock Exchange for share trading activities.
A prior prohibition notice of trading activities regarding the Company’s listed securities is forwarded to Directors by the Company Secretary. This notice carries the dates of Company intends to release interim results of Ceylinco Holding PLC during the financial year. As such connected parties are requested not to trade in shares of the Company during the period surrounding these dates. Further any changes to these dates would be informed of in advance. intervals.
An ongoing process is in place to identify and manage risks that are associated with the businesses and operations of the Company and its subsidiaries. The Board of Directors reviews this process through the Audit and Risk Committee and the Strategic Committee.
The Audit Committee reviews the efficacy of the internal control system and compliance with regulatory requirements and the Company’s accounting and operational policies through the internal/external audit functions.
Strategic Committees stay focused on Company and subsidiaries’ organizational resiliencies, in the presence of distinctive risks such as credit, market, operational, capital, and liquidity being influenced by both internally and externally driven
The Board of Directors values the information rights of all shareholders and is committed to the practice of balanced, transparent, and timely disclosure. Company Annual General Meeting (AGM) provides shareholders with the opportunity to share their views and to meet the Board, including the Chairman of Board committees and Key Management Personnel. Required disclosures as per listing rules and other regulations are made. Shareholders could communicate with the Company to clarify any concerns and deal in an appropriate manner.
At the AGM, the Company’s financial performance for the preceding year is presented to shareholders. The company’s external auditors are also present at the AGM to answer shareholders’ queries.
Annual Report of the Company is made available to Shareholders as a printed copy upon request, and QR code which has been distributed via the circular issued to shareholders. Moreover, the Annual Report has been made accessible through the Ceylinco Holding PLC website and Colombo Stock Exchange site.
The Board of directors believes shareholder engagement is a vital tool to gain insights into shareholder expectations, interests, and preferences, which may influence the Company’s future strategic direction. Hence, the Board of Directors look forward to obtaining feedback of Shareholders. Therefore, the Board of Directors invite shareholders’ recommendations and thoughts to be sent to
ciccosec@ceyins.lk orWhilst understanding the importance of sustainability, a subcommittee is assigned the task of analyzing in detail and recommending any suitable action to be taken at Board level. The Company recognizes changes in the environment, rules and regulations and social aspects and required actions are implemented to ensure sustainability of the business.
The subcommittee maintains a continuous and ongoing review of the Company and Group sustainability performance. The Committee is empowered with reviewing the Company and Group’s cost saving efforts to determine their relevance vis-a-vis the evolving economic, social and environmental contexts. The Board of Directors retains the authority for approving the CSR projects that demonstrate the Company’s commitment to selected Sustainable Development Goals. The sustainability team is tasked with executing these projects and reporting the progress of such projects.Safeguarding the assets and resources of the Company and Group is of paramount importance to the Company. Detailed internal controls are established and regularly improved to protect and manage the assets. Similarly, various mechanisms are in place to manage the company’s investments to ensure that shareholders’ wealth is preserved, investment policy and Controls are implemented and regular reviews are being done.
The policy permits management staff to monitor and manage the assets and liabilities of the Company and its subsidiaries and to keep the Group’s liquidity at healthy levels, whilst satisfying regulatory requirements.
Corporate disclosure requirements arise from the listing rules and any other regulations. As a policy, its compliance is given high priority. Required disclosures should be made with sufficient detail on a timely basis. Further, disclosure requirements to be made in the Annual Report are complied with the concurrence of the Audit and Risk Committee.
The Company’s policy framework facilitates compliance with regulatory requirements and voluntary requirements as well as emerging best practices in corporate governance. Compliance table for the Continuing Listing Requirements of the Colombo Stock Exchange and the Code of Best Practice on Corporate Governance (2017) issued by CA Sri Lanka are stated in the Company’s Annual Report.
The company’s policy on Whistleblowing has been made available and explained to all employees.
The Company and its subsidiaries give its highest priority to the adherence of ethical practices and promotes a zero-tolerance policy towards corruption and bribery in all its transactions and strives to maintain a culture of transparency and honesty, resisting any attempts at fraud and corruption within the entire Group.
The Company and Group strives to ensure that ethical business practices are the norm from each business unit level, down to the individual employee. Its transparent control and prevention mechanisms also extend to its value chain, to its customers, suppliers and business partners. Any incidents of bribery/corruption are severely dealt with and appropriate action taken.
This policy is applicable to the Board of Directors and all employees of the Company and its subsidiaries. They should act against corruption in all its forms, including extortion and bribery.