Practice and Governance
Appointments and Elections
A third of the BOD (incl. the Chairman) retires by rotation each year and their re-election is subject to shareholder approval at the AGM. Appointments to the BOD are decided upon by the entire board on the recommendation of the Nominations committee and details of new appointees are disclosed to the Colombo Stock Exchange and all Hemas shareholders. Non-Executive Directors subject to retirement by rotation are generally appointed for a 3 year term of office and their re-appointment is decided by the BOD.
A code of ethics is followed in the execution of duties by the BOD and during independent performance, while professionalism, integrity and influence free conduct is followed. The Board is guided by a formal schedule of matters in deliberating decisions and management topics that require prior approval of the Board.
Hemas’ corporate governance practices are based on the recommendations made by the Institute of Chartered Accountants SL, in its Code of Best Practice on Corporate Governance and governed by the rules and regulations of the CSE.
The Board comprises of three Financial Professionals. The Chairman of the Audit Committee who is also a member of the Board plays a lead role in providing guidance on financial related matters. All other directors also possess the necessary financial acumen to understand, interpret and contribute to financial related matters.
A formal annual evaluation of Board Performance is carried out by the BOD. A self assessment report by the CEO, based on his set annual financial and non-financial goals and targets in terms of Corporate Vision, Values and Goals, is evaluated by the BOD in assessing CEO Performance at the end of the financial year.
Annual General Meeting
All shareholders are invited to attend and participate at the annual general meeting (AGM) held within 3 months of the end of the financial year. A review of the Company's operations and performance during the financial year is given in the Annual Report and made available to all share holders prior to AGM.
At the AGM, shareholders are given the opportunity to seek clarifications of details available in the Annual report and obtain further information. Shareholder questions will be answered by the Chairman of the Board and where relevant by the chairpersons of the Audit & Remuneration Committees.
The Annual Report including the Notice of Meeting is circulated to shareholders 15 working days prior to the date of the AGM.
The Company complies with the disclosure requirements of the CSE Listing Rules and timely and accurate disclosure is made on material matters.
Accountability & Audit
Financial Reporting - The Directors are responsible for the preparation and presentation of the financial statements under the going concern concept. The financial statements are prepared in accordance with applicable Accounting Standards and are presented in compliance with the formats stipulated. Additional information requirements stipulated by the CSE listing rules and the Company's Act are also complied with.
The CEO's review in the Annual Report and the Interim Statements circulated to shareholders give an analysis of the company's performance, its future growth and development plans. Price sensitive information is released to the CSE for dissemination on a priority basis.
Internal Controls - Internal control procedures covering financial, operational, compliance and risk management are implemented and their effectiveness and adequacy is monitored by the internal auditors and their findings reviewed by the Audit Committee.
Audit Committee - The Audit Committee comprising of 2 independent Directors reports to the Board and has a written terms of reference. The Committee meets once a quarter to review the quarterly results before submission to the Board and dissemination to the shareholders. The CEO and Chief Financial Officer attend meetings of the Audit Committee by invitation.
The Audit Committee reviews and approves the internal and external audit plans and monitors the effectiveness of the company's external and internal audits.