The strictest standards of corporate ethics and social responsibility are what guides Sunshine Holdings

How we manage our business, our relationships, and our resources are all guided by our adherence to these strict standards. In seeking to mitigate risk for the Company and our stakeholders, we have pursued a strategy of sector and market diversification. Managing risk is critical to how we, as a listed, diversified entity, conduct our operations and essential to maintaining our relationships with our stakeholders, society, and the environment in which we operate. Any oversight could have significant implications for our financial performance, our ability to create value, and our hard-earned reputation.

Sunshine Holdings PLC (SUN) is the holding company of five subsidiaries namely Sunshine Healthcare Lanka Ltd., Sunshine Consumer Lanka Ltd., Sunshine Wilmar (Pvt) Ltd., Sunshine Packaging Lanka Ltd. and Sunshine Energy (Pvt) Ltd., representing the business sectors, healthcare, consumer, agriculture and others .

SUN believes that an important aspect of communication with stakeholders and other interested parties, is in compliance with best practice on corporate governance issued by The Institute of Chartered Accountants of Sri Lanka in 2017, the rules set out in Section 7 of the Listing Rules of the Colombo Stock Exchange and compliance with the Country’s Legislative and Regulatory requirements relevant to the Group.

The Group’s corporate governance framework provides the Directors and the Corporate Management guidance on their responsibilities and duties. It defines the matters which require Board approval, delegate to Management and requiring review by Board subcommittee.

The SUN corporate governance framework is given in the following diagram.

The Company’s business and operations are managed under the supervision of the Board, which consists of members with experience and knowledge in the areas of business, in which the Company is engaged, with specific acumen in terms of commercial, financial and or technical expertise.

The Board has the following powers to execute its responsibilities.

The Board provides vision, strategic direction, and stewardship to the business entities whilst transparency and accountability is maintained. The Board also reviews and monitors the Company’s activities.

Reviews business results on a regular basis and guides the Management by giving appropriate direction in achieving its goals.

With the consultation of the Audit Committee and Risk Review Committee, a risk management system was developed and periodically reviewed. Risk Review Committee Report is depicted on page 39 of this report. Further, the Audit Committee Report is also given on page 36.

The Company’s Code of Conduct sets out the Standard of Conduct Expected of all employees. While all executives and clerical staff are provided with the Code of Conduct, we rely on training, meetings and trilingual communication of corporate values for associates who are mainly engaged in field work. The Board is not aware of any material violations of any of the provisions of the Code of Conduct and Ethics/Standard of Conduct by any Director or employee of the SUN.

The Board meets at a minimum, once in three months to review the financial performance of the Company. The Quarterly Financial Statements are reviewed by the Audit Committee before recommending to the Board of Directors for adoption and release to the public. Final dividends and interim dividends are considered and recommended by the Board of Directors.

The Company communicates periodically with its shareholders through the quarterly reports. The Annual Report provides a comprehensive assessment of the Company’s performance during the year.

An independent statutory audit with interim review is carried out annually and the appointment of Auditors for the ensuing year is recommended to the shareholders at the Annual General Meeting.

The Board is responsible for approval of annual budgets, capital budgets and new projects. The performances are monitored and reviewed against budgets quarterly.

Monitoring and reviewing corporate governance in accordance with the best practice framework issued by The Institute of Chartered Accountants of Sri Lanka.

The Company maintains a Board balance of Executive, Non-Executive and Independent Directors as required under Listing Rules of the Colombo Stock Exchange. Together, the Directors with their wide experience in both the public and private sectors and diverse academic backgrounds provide a collective range of skills, expertise and experience, which is vital for the successful direction of the Group.

The Board consists of eleven (11) members. Nine (9) members are Non-Executive Directors (including the Chairman) and two (2) are Executive Directors. Seven (7) Non-Executive Directors are independent as defined under the Listing Rules of the Colombo Stock Exchange.

The Non-Executive Independent Directors are;

• Mr M Shaikh
• Mr S Shishoo
• Mr H Abeywickrama
• Mr A D B Talwatte
• Mr A Cabraal
• Mrs S Ratwatte
• Mrs A Goonetilleke (Appointed w.e.f. 21 August 2020)

There is a distinct and clear division of responsibility between the Chairman and the Group Managing Director to ensure that there is a balance of power and authority. The roles of the Chairman and the Group Managing Director are separated and clearly defined. The Chairman is responsible for ensuing Board effectiveness and conduct whilst the Group Managing Director has overall responsibilities over the operating units, organisational effectiveness and implementation of Board policies and decisions.

The Board met quarterly to discharge its duties effectively. In addition, special Board meetings are also held whenever necessary. A total of nine (9) meetings including the Annual General Meeting and Extraordinary General Meeting were held in the financial year ended 31 March 2021. The attendances of Directors at these meetings were as follows;

Attendance

Name of Director	Attendance at meetings	Percentage (%)
Mr M Shaikh	8	89
Mr G Sathasivam	8	89
Mr V Govindasamy	9	100
Mr S G Sathasivam	9	100
Mr A D B Talwatte	9	100
Mr H Abeywickrama	9	100
Mr A Cabraal	9	100
Mr S Shishoo	8	89
Mr Y Kitao/(Alternate: Mr S Dias)	2	22
Mrs S Ratwatte	7	78
Mrs A Goonetilleke (Appointed w.e.f. 21 August 2020)	5	100

Agenda and Board papers are sent seven (7) days before the meeting, allowing members sufficient time to review same. Chairman sets the Board agenda, assisted by the Group Managing Director. Care is taken to ensure that the Board spends sufficient time considering matters critical to the Company’s success, as well as compliance and administrative matters.

Resolutions concerning business matters may be passed by circulation, within regulations. However, if a single Director deems it necessary that such resolution must be decided at a Board meeting not by circulation, the Director shall put the resolution to be decided in a meeting.

All Board minutes are circulated to members, and formally approved at the subsequent Board meeting, Directors’ concerns regarding matters which are not resolved unanimously are recorded in the minutes. Directors have access to the past Board papers and minutes in case of need via electronic means at all times.

Executive Committee meet weekly/monthly to review performance against the strategic plan and budgets, identifying matters requiring intervention and escalation to Board.

The Board is aware of other commitments of its Directors and is satisfied that all Directors allocate sufficient time to enable them to discharge their responsibilities. Directors declare their outside business interests at appointment and quarterly thereafter. The Company Secretary maintains a register of Directors’ interests, which is tabled to the Board annually. The Register is available for inspection in terms of the Companies Act. Key appointments of the directors are included in their profiles on pages 16 to 17. Related party transactions are given in Note 41 to the Financial Statements.

Directors have unrestricted access to management and organisation information, as well as the resources required to carry out their duties and responsibilities, independently and effectively. Members of the Corporate Management make regular presentations with regard to the business environment and in relation to Group operations. The Company has appointed F J & G De Saram and Nithya Partners as their legal consultants. Access to independent professional advice, co-ordinated through the Company Secretary, is available to Directors at the Company’s expense.

Directors exercise their independent judgement, promoting constructive board deliberations and objective evaluation of the performance of the Company. Independence of Directors is determined by the Board based on annual declarations submitted by NEDs.

On appointment, Directors are provided with an orientation pack with all relevant external and internal regulation documents. The Board of Directors recognise the need to keep abreast of current developments affecting the sectors both globally and locally with reference to regulatory changes and the country’s economy. They undertake training and professional attending seminars/workshops/conferences, participating as speakers at events, using web based learning resources and reading regulatory updates etc.

Performance of Group Managing Director is evaluated annually at year end by the Board against predetermined criteria aligned to the short, medium, and long-term objectives of SUN and agreed with GMD at the beginning of the year. Remuneration is revised based on performance.

The provisions of the Company’s Articles require a Director appointed by the Board to hold office until the next Annual General Meeting and seek reappointment by the shareholders at that Meeting. The Articles call for one third of the Directors in office to retire at each Annual General Meeting. The Directors who retire are those who have served for the longest period after their appointment/reappointment. Retiring Directors are generally eligible for re-election. In addition, a newly appointed Director is required to submit himself for retirement and re-election at the Annual General Meeting immediately following his appointment. The Managing Director does not retire by rotation. Appointments/resignations are communicated to the CSE. Appointment communications include a brief résumé of the Director.

The objectives of the Company’s policy on Directors’ remuneration it to attract and retain Directors of the calibre needed to direct the Group successfully. In the case of the Executive Director, the component parts of the remuneration are structured so as to link rewards to corporate and individual performance. Performance is measured against profits and other targets set from the Company’s annual budget and plans, and from returns provided to shareholders. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the Non-Executive Director concerned.

The Nomination and Remuneration Committee recommends to the Board the frameworks of the Executive Director’s remuneration and the remuneration package for the Executive Director and Senior Management team. It is, nevertheless, the ultimate responsibility of the entire Board to approve the remuneration of the Executive Director. The Director’s remuneration is disclosed in Note 41 of the Financial Statements.

The Board in discharging its duties, establishes various Board committees. The function and terms of reference of the Board Committee are clearly defined and where applicable, comply with the recommendations of the Code of Best Practice on Corporate Governance. The Group has five Board subcommittees,

• Audit Committee
• Nomination and Remuneration Committee
• Investment Committee
• Related Party Transactions Review Committee
• Risk Review Committee

However, the Board of Directors are collectively responsible for the decisions taken on the recommendation by Board Subcommittees.

The Audit Committee provides an oversight on the Financial Statements and other related information prepared for presentation for external financial reporting, review the work of the internal audit function and ensures that the External Auditor carry out their statutory duties in an independent and objective manner. It also assists the Board in ensuring a sound system of internal control. The Committee has full access to the Auditors both internal and external who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the External Auditors without any Executives present except for the Group Secretaries, at least once a year. The report on the Audit Committee is presented on page 36 and the duties of the Audit Committee are included therein.

The Nomination Committee reviews the Board composition to ensure Board balance and adequacy of skills and experiences among the members of the Board. It recommends any new appointments to the Board.

The Nomination and Remuneration Committee recommends to the Board, the remuneration policy and the remuneration to be paid to each Executive Director. The Remuneration Committee reviews the Group’s remuneration policy and the remuneration packages of executive employees of the Group.

The role of the Investment Committee is to review capital expenditure budget, mergers, acquisitions, divestments and new projects and make recommendations to the Board of Directors.

The Committee exercises oversight on behalf of the Board, that all Related Party Transactions (RPTs, other than those exempted by the CSE Listing Rules on the RPTs) are carried out and disclosed in a manner consistent with the CSE Listing Rules.

Membership of Board Subcommittees are listed below:

	Appointment to the Board	Nomination and Remuneration Committee	Audit Committee	Investment Committee	Related Party Transactions Review Committee	Risk Review Committee
Executive
Mr V Govindasamy	8 February 2000
Mr S G Sathasivam	13 June 2006
Non-Executive
Mr G Sathasivam	8 February 2000
Independent Non-Executive
Mr M Shaikh	16 July 2010
Mr S Shishoo	18 December 2017
Mr A D B Talwatte	30 May 2016
Mr Y Kitao	9 August 2018
Mr A Cabraal	30 May 2017
Mr H Abeywickrama	30 June 2014
Mrs S Ratwatte	30 May 2019
Mrs A Goonetilleke	21 August 2020

The Board comprises two Senior Chartered Accountants and one of them serve as member of the Audit Committee and Related Party Transaction Review Committee.

Directors are provided with quarterly reports on performance, minutes of quarterly meetings, and such other reports and documents as necessary. The Chairman ensures all Directors are adequately briefed on issues arising at meetings.

The services and advice of the Company secretaries are made available to Directors as necessary. The Company Secretaries keep 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.

Corporate Services (Private) Limited having their registered office at No. 216, De Saram Place, Colombo 10 are the Company Secretaries since 1 April 2016.

The Directors after making necessary inquiries and reviews including reviews of the Group’s budget for the ensuing year, capital expenditure requirements, future prospects and risks, cash flows and borrowings facilities, have a reasonable expectation of the Company’s existence in the foreseeable future. Therefore, the going concern basis is adopted in the preparation of the Financial Statements.

The Board is responsible for the Company’s internal controls and for reviewing their effectiveness. Internal control is established with emphasis placed on safeguarding assets, making available accurate and timely information and imposing greater discipline on decision-making. It covers all controls, including financial, operational and compliance control, and risk management. It is important to state, however that any system can ensure only reasonable and not absolute, assurance that errors and irregularities are prevented or detected within a reasonable time.

During the year, there were no major transactions as defined by Section 185 of the Companies Act No. 07 of 2007.

Engagement with shareholders and potential investors is a key element of good corporate governance. The Board is conscious of their responsibility towards stakeholders and is committed to fair disclosure, with emphasis on the integrity, timeliness and relevance of the information provided, to avoid the creation of a false market.

Shareholders are provided with quarterly Financial Statements and the Annual Report which the Group considers as its principal communication with them and other stakeholders. These reports are provided to the Colombo Stock Exchange and also published in print media. Shareholders may bring up concerns they have, either with the Chairman or Group Managing Director as appropriate. Sunshine Holdings PLC’s website www.sunshineholdings.lk and websites of listed companies within the Group serve to provide a wide range of information on the Group. The Company has reported a fair assessment of its position via the published audited Financial Statements and quarterly accounts. In preparation of these documents, the company has complied with the requirements of the Companies Act No. 07 of 2007 and in accordance with the Sri Lanka Financial Reporting Standards.

The AGM is the main mechanism for the Board to interact with and account to shareholders and provides an opportunity for shareholders’ views to be heard. Notice of the AGM, the Annual Report and Accounts and any other resolution together with the corresponding information that may be set before the shareholders at the AGM, are circulated to shareholders minimum 15 working days prior to the AGM allowing for all the shareholders to attend the AGM. A separate resolution is proposed for each item of business, giving shareholders the opportunity to vote on each of such issue, separately. Voting procedures at the AGM are circulated to the shareholders in advance. An effective mechanism to count all proxies lodged on each resolution is maintained. The Board is mindful of their accountability to shareholders. At the AGM, the Board provides an update to shareholders on the Company’s performance and shareholders ask questions and vote on resolutions. It is the key forum for shareholders to engage in decision making matters reserved for the shareholders which typically include proposals to adopt the Annual Report and Accounts, appointment of Directors and auditors and other matters requiring special resolutions. The Board Chairman and Board members particularly Chairmen of the sub-committees are present and available to answer questions. All Shareholders are encouraged to participate at the AGM and exercise their voting rights. Details of votes cast against a resolution are made available at the AGM and subsequently posted on the company website, as soon as practicable.

The Company has published quarterly Financial Statements with the necessary explanatory notes as required by the rules of the Colombo Stock Exchange and the Securities and Exchange Commission of Sri Lanka to all stakeholders. Any other financial and non-financial information, which is price sensitive or warrants the shareholders and stakeholders’ attention and consideration is promptly disclosed to the public.

Subject	Rule/Code number	Compliance requirement	Compliance status	Section	Page number
The Board of Directors	A 1	Company to be headed by an effective Board to direct and control the Company	Complied	Board of Directors	16
	A 1.1	Regular Board meetings	Complied	Composition and attendance	22
	A 1.2	Responsibilities	Complied	Board Responsibility	22
	A 1.3	Act in accordance with the laws of the country and obtain professional advice as and when required	Complied	Corporate Governance	23
	A 1.4	Access to Company Secretary	Complied	Communication with stakeholders	27
	A 1.5	Bring independent judgement on various business issues and standards of business conduct	Complied	The Directors are permitted to get professional advice when necessary and the Directors of SUN Group has obtained professional advice for certain matters during the year and coordinated through Company Secretaries	23
	A 1.6	Dedicate adequate time and effort to Board matters sufficient time to review Board Pack	Complied	Other Business Commitments and conflicts of interest	23
	A 1.7	Calls for resolutions by at least 1/3rd of Directors	Complied	Appointment, re-election and resignation	24
	A 1.8	Board induction and Training	Complied	Induction and on-going training for Directors	23
Chairman and Group Managing Director (GMD)	A 2	Chairman and GMD’s division of responsibilities to ensure a balance of power and authority	Complied	The Chairman does not involve himself in day-to-day operations of the Group and acts as an independent Non-Executive Director. The GMD executes powers given by the Chairman and the Board to run the operation	22
Chairman’s Role	A 3	Facilitate the effective discharge of Board functions	Complied	The Chairman is responsible for conducting meetings effectively and he preserves order and implements Board decisions taken	22
	A 3.1	Ensure Board proceedings are conducted in a proper manner	Complied	The Chairman is responsible for the effective participation of both Executive and Non-Executive Directors, their contribution for the benefit of the Group, balance of power between Executive and Non-Executive Directors and control of Group’s affairs and communicate to stakeholders	22
Financial Acumen	A 4	Availability of financial acumen within the Board	Complied	Financial acumen	26
Board Balance	A 5	Board Balance	Complied	Board balance	22
	A 5.1	Non-Executive Directors	Complied	Nine (9) out of eleven (11) are Non-Executive Directors	22
	A 5.2	Independent Non-Executive Directors	Complied	Seven (7) out of nine (9) Non-Executive Directors are independent	22
	A 5.3	Independent Non-Executive Directors	Complied	All Independent Non-Executive Directors are in fact free of any business with the Group and are not involved in any activity that would affect to their independence	23
	A 5.4	Annual declaration	Complied	Submitted the declarations as prescribed	23
	A 5.5	Determination of independence of the Directors	Complied	The independence of Directors is determined based on declarations submitted by the Non-Executive Directors	23
Supply of Information	A 6.1	Provide appropriate and timely information to the Board	Complied	Directors are provided quarterly performance reports, minutes of review meetings and other relevant documents in advance to the Board meeting	23
	A 6.2	Adequate time for effective conduct of Board meeting	Complied	The minutes, agenda and reports for the Board meeting are provided well before the meeting date.	23
Appointments to the Board	A 7	Formal and transparent procedure for Board appointments	Complied	Appointment, re-election and resignation	24
	A 7.1	Nomination Committee to make recommendations on new Board appointments	Complied	Appointment, re-election and resignation	24
	A 7.2	Assessment of the capability of the Board to meet strategic demands of the Company	Complied	Appointment, re-election and resignation	24
	A 7.3	Disclosure of New Board member profile and interests	Complied	Appointment, re-election and resignation	24
Re-election	A 8-8.2	Board members should be subject to election, and re-election by shareholders	Complied	Appointment, re-election and resignation	24
	A 8.3	Resignation of Directors prior to completion of his appointed term	Complied	Appointment, re-election and resignation	24
Appraisal of Board performance	A 9-9.3	Existence of Board evaluation methods and execution	Complied	The Chairman and Remuneration Committee evaluates the performance of the Executive Directors	35
Disclosure of information in respect of Directors	A 10- 10.1	Profiles of Directors Directors’ interests Board meeting attendance Board committee memberships	Complied	Board of Directors	16
Appraisal of GMD	A 11-11.2	Appraisal of the GMD against the set strategic targets	Complied	Appraisal of the GMD	23
Directors’ Remuneration	B 1	Establishment of the Nomination and Remuneration Committee	Complied	Report of the Nomination and Remuneration Committee	35
	B 1-1.3	Membership of the Nomination and Remuneration Committee to be disclosed and should only comprise of Non-Executive Directors	Complied	Discussed under subcommittees	35
Disclosure of Remuneration	B 3.1	Disclose the remuneration policy and aggregate remuneration	Complied	Discussed under subcommittees	35
Relations with Shareholders	C 1	Constructive use of the AGM and other General Meetings	Complied	Constructive use of Annual General Meeting (AGM)	27
	C 1.1	Company should arrange for the Notice of the AGM and related papers to be sent to shareholders as determined by statute, before the meeting	Complied	A copy of Annual Report including financials, Notice of Meeting and the form of Proxy are sent to shareholders 15 working days prior to the date of the AGM	27
	C 1.2	Separate resolution to be proposed for each item	Complied	The Company propose a separate resolution at the AGM on each significant issue	193
	C 1.4	Heads of Board subcommittees to be available to answer queries	Complied	Subcommittee Chairman’s are present at the AGM	27
	C 1.5	Summary of procedures governing voting at General Meetings to be informed	Complied	Circulated through Notice of the Annual General Meeting	193
Major Transactions	C 3-3.2	Disclosure of all material facts involving any proposed acquisition, sale or disposal of assets	Complied	Major transactions of the Group were disclosed to all stakeholders through the Colombo Stock Exchange, print media, and the Company website	26
Accountability and Audit	D 1.1	Balanced Annual Report	Complied	Communication with shareholders	27
	D 1.2	Disclosure of interim and other price-sensitive and statutorily mandated reports to Regulators	Complied	Communication with shareholders	27
	D 1.3	GCFO/GMD Declaration	Complied	Group Managing Director’s and Group Chief Financial Officer’s Responsibility Statement	46
	D 1.4	Directors Report declaration	Complied	Annual Report of the Board of Directors on the Affairs of the Company	4
	D 1.5	Financial reporting statement on board responsibilities	Complied	Statement of Directors’ Responsibility	45
	D 1.7	Net Assets < 50%.	Complied	In the unlikely event of the net assets of the Company falling below 50% of Shareholders Funds the Board will summon an Extraordinary General Meeting (EGM) to notify the shareholders of the position and to explain the remedial action being taken	–
	D 1.8	Related Party Transaction report	Complied	Other Business Commitments and conflicts of interest	23
Risk Management and Internal Control	D 2.1	Annual review of effectiveness of the system of internal control.	Complied	Internal Auditors carry out an independent review, and report directly to the Audit Committee.	37
	D 2.2	Confirm assessment and risks identified and mitigated	Complied	Risk Management	40
	D 2.3	Internal Audit Function	Complied	Report of the Audit Committee	36
	D 2.4	Board responsibilities for disclosure	Complied	Directors’ Statement on Internal Control	4-5
	D 2.5	Directors responsibility on internal control system	Complied	Directors’ Statement on Internal Control	4-5
Audit Committee	D 3.1	Audit Committee composition	Complied	Report of the Audit Committee	36
	D 3.2	Terms of reference, duties and responsibilities	Complied	Clearly documented to Audit Committee Charter	36
Related Party Transactions review Committee	D 4	Composition, Terms of reference, duties and responsibilities	Complied	Report of the Related Party Transactions Review Committee	38
Code of Business Conduct and Ethics	D 5	Company must adopt code of conduct	Complied	Code of Conduct and Ethics	21
	D 5.1	Board declaration for compliance with Code	Complied	Code of Conduct and Ethics	21
	D 5.2	Price sensitive information	Complied	Relations with Shareholders	26
	D 5.3	Monitor Share purchase by Directors/KPI	Complied	Other Business Commitments and conflicts of interest	23
	D 5.4	Chairman’s statement	Complied	Code of Conduct and Ethics	21
Corporate Governance Disclosures	D 6	Company adheres to established principles and practices of good Corporate governance	Complied	Corporate Governance	20
Institutional and other investors	E/F	Institutional and other investors	Complied	Relations with Shareholders	26
Cyber Security	G	Internet of things and Cyber security	Complied	Cyber Security	41
Sustainable Reporting	H	Environment, Society and Governance	Complied	Sustainable Reporting	13

Levels of Compliance with the CSE’s Listing Rules Section 7 – Rules on Corporate Governance are given in the following table.

Subject	Rule number	Applicable requirement	Compliance status	Details	Page number
Non-Executive Directors	7.10.1	At least one-third of the total number of Directors should be Non-Executive Directors	Complied	Nine (9) out of eleven (11) Directors are Non-Executive Directors	24
Independent Directors	7.10.2 (a)	Two or one-third of Non-Executive Directors, whichever is higher should be independent	Complied	Seven (7) out of nine (9) Non-Executive Directors are independent	22
Independent Directors	7.10.2 (b)	Each Non-Executive Director should submit a declaration of independence/ non-independence in the prescribed format	Complied	Non-Executive Directors have submitted these declarations	23
Disclosure relating to Directors	7.10.3 (a)	Name of Independent Directors should be disclosed in the Annual Report	Complied	Composition of the Board	22
Disclosure relating to Directors	7.10.3 (b)	The basis for the Board to determine a Director is independent, if criteria specified for independence is not met	Complied	Board balance	22
Disclosure relating to Directors	7.10.3 (c)	A brief résumé of each Director should be included in the Annual Report and should include the Director's areas of expertise	Complied	Board of Directors	16
Disclosure relating to Directors	7.10.3 (d)	Forthwith provide a brief résumé of new Directors appointed to the Board with details specified in 7.10.3 (d) to the CSE	Complied	Brief résumé have been provided to the Colombo Stock Exchange	24
Remuneration Committee	7.10.5	A listed company shall have a Remuneration Committee	Complied	Nomination and Remuneration Committee comprises Mr Shaikh Mr A Cabraal Mr G Sathasivam Mr A D B Talwatte	35
Composition of Remuneration Committee	7.10.5 (a)	Shall comprise Non-Executive Directors a majority of whom will be independent	Complied	All members are Non-Executive and three (3) out of four (4) are independent	35
Remuneration Committee Functions	7.10.5 (b)	Shall recommend the remuneration of the GMD and the Executive Directors and Senior Management	Complied	As above	35
Disclosure in the Annual Report relating to Remuneration Committee	7.10.5 (c)	The Annual Report should set out Names of Directors comprising the Nomination and Remuneration Committee	Complied	Report of the Nomination and Remuneration Committee	35
		Statement of Remuneration Policy	Complied	As above	35
		Aggregated remuneration paid to Executive and Non-Executive Directors	Complied	Note 41 of Financial Statement	176
Audit Committee	7.10.6	The Company shall have an Audit Committee	Complied	Report of the Audit Committee	36
Composition of Audit Committee	7.10.6 (a)	Shall comprise of Non-Executive Directors, majority of whom will be independent	Complied	Five (5) out of five (5) Directors are Independent Non-Executive Directors	36
		Non-Executive Directors shall be appointed as the Chairman of the Committee	Complied	Chairman of the Committee is an Independent Non-Executive Director	36
		GMD and Group Chief Financial Officer should attend Audit Committee meetings	Complied	GMD and Group Chief Financial Officer attend meetings by invitation	36
		The Chairman of the Audit Committee or one member should be a member of a professional accounting body	Complied	One (1) member is a Qualified Chartered Accountant	36
Audit Committee Functions	7.10.6 (b)	Should be as outlined in the section 7.10 of the listing rules	Complied	The terms of reference of the Audit Committee have been ratified by the Board	36
Disclosure in the Annual Report relating to Audit Committee	7.10.6 (c)	(a) Names of the Directors comprising the Audit Committee	Complied	Report of the Audit Committee	36
		(b) The Audit Committee shall make a determination of the independence of the Auditors and disclose the basis for such determination	Complied	Report of the Audit Committee	36
		(c) The Annual Report shall contain a Report of the Audit Committee setting out of the manner of compliance with their functions	Complied	Report of the Audit Committee	36