Executive Summary

The importance of Corporate Governance has been aroused during the recent past as a result of the Corporate Governance failures that took place around the world. It indicates the accountability to shareholders, transparency and promotes the role of companies in the creation of wealth of the nation. Therefore this report is on the extent to which Sri Lankan companies have adapted to the Corporate Governance Practices.

In order to analyze the above fact we have chosen two public quoted companies in Sri Lanka, Royal Ceramics as the main company and Lanka Ceramics as the competitor company. This report consists of all information related to board of Directors, Directors remuneration, relationship with shareholders and Accountability and Audibility with respect to the Code of Best Practice on Corporate Governance Sri Lanka 2013.

Rocell has built a good relationship with shareholders than Lanka Ceramics. Rocell allows its shareholders to communicate important issues with the other members whereas Lanka ceramics haven’t mentioned that they allow shareholders to communicate with senior managers and directors in oust side to the annual general meetings. So this proves the good relationship that Rocell has built with its shareholders.

The annual report of the board of directors of Rocell and Lanka Ceramics include information clearly and separately regarding Directors interests in contracts and transactions with key management personnel.

When analyzing the board of directors we can see a similarity in the number of directors. Both Rocell and Lanka Ceramics have decreased the number of directors year by year up to 6 non-executive directors. And the numbers of executive directors in both the companies remain to be 2. According to the code the director board should have a balance between executive and non-executive directors. But here it is clear that both the companies have not fulfilled the above requirement. Also both companies have clearly mentioned about the responsibilities of the director board such as ensuring the processors of the organization. So we can say that both companies have assigned key responsibilities to the board of directors. Therefore both the companies highly focus on the skills, knowledge and experiences of directors that they are recruiting. From all this details we can say that in both of these companies all processors of the board are doing according to the corporate governance practices.

Remuneration committee is a compulsory part for any organization. Rocell and Lanka Ceramics have established remunerate committee within their organizations and have a transparent and formal procedure regarding remuneration committee. And also both these companies have a remuneration committee report in every annual report which is written by the chairman.

When we compare the details given Rocell and Lanka Ceramic’s details we can see Rocell has been able to be more compliant with the Code of Best Practice on Corporate Governance Sri Lanka.

Board of directors

In Rocell annual report they have clearly mentioned about board of directors.

External auditors

Share holders

Board of Directors non-executive chairman and deputy chairman 2 executive directors 6 non-executives directors

Managing director

Remuneration committee

Audit committee

Corporate management

Group management committee

Figure 1-Board of Directors-Rocell

According to the details Rocell has mentioned in their annual report that they are having a director board of 8 members in 2015. Among those directors 2 are executive directors and 6 are non-executive directors. According to the annual reports we can say that Rocell has decreased the number of directors year by year. In the financial year of 2009-2010 they had 8 non-executive directors and 2 executive directors. 2010-2011 Annual report shows that they had 6 non-executive and 2 executive directors. In the financial year of 2012-2013 there were 7 non executives and 2 executive directors. In 2014 they reduced the number of non-executive directors to 6 and still they are continuing that amount. So according to different reasons the company has changed the number of members in the director board. And they are responsible for providing strategic direction for the company in an honest, fair, diligent and ethical manner.

(Rocell annual report 2010-2011 Corporate Governance page 34-37), (Rocell annual report 2012-2013 corporate governance page 39-43), (Rocell annual report 2014 corporate governance 54-61), (Rocell annual report 2015 corporate governance 53-57)

Details of the Lanka ceramics annual reports says that they are having a board of directors with 7 non-executive directors and 1 executive director.

(Lanka ceramics annual report Compliance with the code of best practice on corporate governance page 16)

From this situation we can say that Rocell is following corporate governance principle A.1 Also Lanka ceramics is following this code.

Also from this we can say that these both companies are following the code A. 5.1 because according to the code it says that the board should have a balance between executive and non-executive directors and the board should include at least two non-executive directors. Within several years these both companies have continued to have more than two non-executive directors. In the financial year of 2014-2015 both Rocell and lanka ceramics have 6 executive directors and 2 non-executive directors. But although they have taken actions to have at least two non-executives, we feel that there’s an imbalance in the board of directors in both companies (6:2).

According to the annual report details it says that Rocell is holding their meetings of board of directors 6 times a year.

Name of the directorAttendance
Mr. A.A page

Mr.A.T.PEdirisingha

Mr P.S.R.C Chitty

Mr. J.A.P.M Jayasekara

Mc C.K Muttukumaru

Mr J.C Page

Mr E.A.D Perera

Dr T Senthilverl

6/6

5/6

6/6

2/6

6/6

4/6

4/6

4/6

Table 1-Directors Participation for the Meetings-Rocell

Lanka ceramics is holding the board of directors meeting 6 times within a financial year. In the annual report Lanka Ceramics is clearly mentioning about attendance of each directors for the board meetings.

Name of the directorAttendance
Mr. W.D.N.H Perera

Mr. N.A Abeysekara

Mr. J.A.M.P Jayasekara

Mr. T Thoradeniya

Dr. S. Selliah

Miss A.M.L.G Page

Mr. K.D.G. Gunarathne

Mr.D. Sliva

5/6

2/2

6/6

4/6

6/6

3/3

2/6

2/2

Table 2-Directors Participation for the Meetings-Lanka Ceramics

(From Lanka Ceramics Annual Report 2013-2014 page 16 Compliance with the code of best practice corporate governance)

Also both companies have clearly mentioned about the responsibilities of the director board.

Rocell:

  • Overseeing the conduct of company’s business.
  • Selecting, evaluating and compensating the managing director and planning for managing director succession, as well as monitoring management’s succession planning for other key activities.
  • Overseeing and reviewing companies’ strategies directions and objectives, taking into accounts the companies risk profile and exposure.
  • Monitoring the company’s accounting and financial reporting practices and reviewing the company’s financial and other controls.
  • Overseeing the company’s compliance with applicable laws and regulations
  • Overseeing the processors that are in place to safeguard the company assets and mitigate the risk.

(Royal Ceramics Annual Report 2015, Corporate Governance, page 53-57)

Lanka Ceramics:

  • Formulation and implementation of a sound business strategy
  • Monitoring, compliance of governance laws and regulations
  • Overseeing systems of internal control and risk management
  • Approving annual budgets and annual planning
  • Approving and reviewing the performance of management director
  • Approving changes of company’s business portfolio
  • Ensuring effective remuneration

(Lanka Ceramics annual report 2013-2014, Compliance with the code of best practices on corporate governance, page 14-18)

So board of directors of both these companies has key responsibilities. The main responsibility is to ensure the processors of the organization. The responsibilities can be changed according to the situation by the board members.

From this given details we can identify both Rocell and Lanka Ceramics is following code A1.1 They are meeting regularly and having separate responsibilities.

Also from the responsibilities they are having we can clearly identify both board of directors are proving leadership which is necessary for the development and the success of the business. So both are following the code A1.2 “The board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to assessed and managed. In performing roles the board should be responsible for matters including:

  • Ensuring formulation and implementation of a sound business strategy

This is a key responsibility of an every manager. They should ensure to formulate and implement a good business strategy. These both organizations have clearly mentioned that part as a main responsibility the board of directors.

Rocell:

  • Overseeing the conduct of company’s business.

Lanka Ceramics:

  • Formulation and implementation of a sound business strategy.

So from this both statements of responsibilities we can clearly identify that both companies board of directors are responsible for having a good business strategy. So this both companies are acting according to the corporate governance.

  • Ensure the CEO and management team possess skills, experience and knowledge to implement the strategy.

In the annual report Rocell clearly mention that the board of directors which they are selecting has necessary professional and experiences to perform the duties as directors. For example the chairman of the board of directors is Mr. A.M Weerasingha he is in the business field more than 30 years and also he is the chairman of the Singha Hospitals and Weerasingha property development. Mr. Thoradeniya is the directors of Marketing and Business. He is a marketer by profession and he has 20 years of working experiences. Mr. Asirwanathm is another director. He is a qualified charted accountant and he is the chairman of financial stability of Central Bank of Sri Lanka. All these directors are well qualified and experienced personals in the industry.

(Rocell Annual report 2015 the board of directors page 12-14)

Lanka ceramics has mentioned that they are selecting members who has high standards in the society and experts in their chosen fields and highest standards of integrity. For example Mr. J.A.M.P Jayasekara is a one director of Lanka Ceramics. He holds a BSc Special Honors Degree in Business Administration from University of Sri Jayewardenepura and a member of Charted Accountants Sri Lanka. Dr. Selliah joined Lanka Ceramics in 2013 and he holds a MBBS degree and Masters Degree. Ms. A.M.L Page is also a director she holds BSc (Hons) Psychology (first class) in University of Nottingham UK and MSc in Economics and Finance Management from University of Bristol UK. From this we can say Lanka Ceramics is recruiting quality people as board of Directors.

(Lanka Ceramic’s annual report 2013-2014 the board of directors page 10-12)

So both companies are focusing about skills, knowledge and experiences of directors that they are recruiting.

  • Ensuring the adoption of an effective CEO and key management professional succession strategy.
  • Ensuring compliance with laws, regulations and ethical standards.
  • Ensuring stakeholders interests are consider in corporate decisions.
  • Recognizing sustainable business development in corporate strategy decisions and activities.
  • Ensuring company’s values and standards
  • Fulfilling such other board functions as are vital given the scale, nature and complexity of the business concerned.

In every annual report there is a part called statement of the chairman. In every annual report Rocell and Lanka Ceramics have included the statement of the chairman. In that statement chairman is addressing shareholders of the company.

In Rocell annual report the chairman Mr. DhammikaPerera has clearly mention about the performance of the company. He has highlighted that the company has earn a net profit of 2.1Bn in the financial year of 2014-2015. He is comparing the profit with last year’s profit. And he has talked how the company was able to win the hearts of people and about the concepts that they already have within the organization.

(Rocell annual report 2015 Chairman’s’ statement page 8)

Lanka Ceramics is also including a statement of the chairman. Details of the profit and last year’s profit are also included in it. And details about business performance and other business related things are included in the statement of the chairman.

So both of these companies are following the code A.2.1 as both of them are including a statement of the chairman to the annual report and they are providing necessary details about the performance of business.

According to the annual report details of Rocell they are mentioning that they are electing the board of directors by the votes of shareholders of the company. It has a transparent and judgmental procedure.

(Rocell Annual Report 2015 Corporate Governance page 53)

Lanka Ceramics is also following a procedure when they are selecting the board of directors. Annual report records say that the responsibility of appointing the board of directors is taken by the board. It requires compensation and strategic inputs and all appointments are informed to the CSE.

From this given details we can say that these companies are following the code A.7 .Specially Lanka Ceramics is mentioning that they are following this code and they are compliant with it. Rocell is also following this code.

From all this details we can analyze that board of directors of both of these companies and all processors of these board are doing according the corporate governance. Also they are following these codes when they are reelecting a director in appraisal and information sharing procedure.

Remuneration committee

Remuneration committee is a compulsory part for any organization. So when organizations are doing procedures in remuneration committee they should ensure to act according to the corporate governance codes in order to avoid matters and for successful business process.

Rocell and Lanka Ceramics have established remuneration committee within their organizations and they are acting according to the relevant codes.

Remuneration procedure is a one of the most important part of the remuneration committee. When considering about Rocell they have a procedure in remuneration committee members. According to their annual reports they highlights that the main responsibility of the remuneration committee is to decide the remuneration of executive directors and to set guidelines for remuneration. And this remuneration committee consist independent 3 non-executive directors.

(Rocell Annual Report 2015 Corporate Governance page 55)

In Lanka Ceramic annual report they mention that the remuneration board has implemented a formal and transparent procedure to develop remuneration policies. And remuneration committee address issues regarding compensation of the company’s executive directors.

(Lanka Ceramic Annual Report 2013-2014 Compliance with the code of best practices on corporate governance, page 14-18)

From these details given in the annual reports we can say Rocell and Lanka Ceramic is acting according to the code B.1 as both of these companies are having a transparent and formal procedure regarding remuneration committee. Also both of these companies compile with the code B 1.1 as they are having a remuneration committee in order to avoid conflicts and to make recommendations to the board. And both companies are compiling with the code B 1.2 because they are clearly mentioning that remuneration committee are having non-executive directors and a chairman appointed by the board.

In every annual report Rocell has clearly mentioned about the members of the remuneration committee. According to 2015 annual report their remuneration committee members are R.B Thambiayah(chairman),L.T Samarawickrama and M.D.S Goonatilakke and they have held a one remuneration committee meeting in this financial year.

(Rocell Annual Report 2015 Corporate Governance page55)

Lanka ceramic has also mentioned about the names of the remuneration committee members in the annual report they are R.B Thambiayah(Chairman),L.T Samarawickrama and M.D.S Goonatilakke and they are holding meeting once a year.

(Lanka Ceramic Annual Report 2013-2014 Remuneration Committee Report page 21)

Both these companies are subsidiary companies so the remuneration committee is same for this both. So this committee is doing their processors according to the code B 1.3 because they have clearly mentioned about the remuneration committee members, chairman and about meetings in the annual report. So they are acting according to the code B 1.3.Also they are following the code B.3 as they are having a remuneration committee report in every annual report which is written by the chairman (Mr R.B Thambiayah). So they are compiling with the code B.3 with is related to disclose of remuneration committee.

Rocell has clearly mentioned that the remuneration committee is trying to attract, retain and motivate quality management in competitive business environment. This shows that the main responsibility of the remuneration committee is to pay a fair compensation and to attract executive directors towards the organization. And they are responsible for preparing attractive remuneration packages for all level managers.

(Rocell Annual Report 2015 Remuneration Committee Report page 77)

According to Lanka Ceramics annual report they are mentioning that the committee is supporting and giving advices regarding remuneration and compensation policy in order to have interest within shareholders and employees.

(Lanka Ceramic Annual report 2013-2014 Remuneration Committee Report page 21)

So both of these companies are compile with the code B.2 because their committees have responsibilities related to the remuneration within the organization.

From all this we can conclude that both Rocel and Lanka Ceramic is compiling with corporate governance codes related to remuneration committee.

Relationship with shareholders.

Rocell seems to be having a good relationship with shareholders. In order to communicate with shareholders, they provide quarterly financial statements and annual reports. Moreover they allow shareholders to participate in annual general meetings and provide them with clarifications and answers for the questions they have regarding annual reports and other important issues. Here we can see Rocell seems to follow the Code of Best Practice on Corporate Governance Sri Lanka to some extent when considering the Principle C.1. But as expected by the Code of Best Practice on corporate Governance Sri Lanka, we cannot see any information regarding whether Rocell conducts Polls and whether Board have taken steps to make chairmens of auditing, Nomination, Remuneration committees to be available at the AGM to answer the questions raised.

Another specialty that can be seen in Rocell is that they allow their shareholders to communicate important issues with the managing director, company secretary or any of the senior managers. This shows that Rocell has taken steps to compliance with principle C.2.

Lanka ceramics haven’t mentioned that they allow shareholders to communicate important matters with senior managers and directors in outside to the annual general meetings. But they also use annual general meetings as an effective method to communicate with their shareholders. In their annual report 2015, they have mentioned that they are compliant with code E.1 mentioning “All Institutional shareholders are encouraged to participate and their views are communicated to all concerned parties”.

Rocell also practice the policy of disclosing all relevant information to stakeholders according to the prudent commercial judgment and they prepare the financial statements according to Sri Lanka Accounting Standards, the Companies Act No. 7 of 2007, and in conformity with Stock Exchange disclosure requirements. This shows that they are in compliance with C.2.2 under the principle C.2.

When we compare the details of Rocell and Lanka Ceramic’s, we can see that Rocell has been able to be more compliance with the Code of Best Practice on Corporate Governance Sri Lanka.

05. Accountability and Auditing

The annual report of the board of directors of Rocell includes information clearly and separately regarding Directors interests in contracts and transactions with key management personnel (the information related to key management personnel is mentioned under the notes to the financial statements in order to compliant with D.1.7) consecutively for five years from 2009 to 2015.

It also includes many details about employment policy, how they have done risk management, the accounting policies they followed etc. This shows that Rocell has taken steps to compliant with D.1.2 in Code of Best Practice on Corporate Governance. But they haven’t included information whether they have taken steps to ensure equitable treatment of shareholders and that they haven’t engaged in illegal activity as required in D.1.2.

When it comes to Lanka ceramics they have directly mentioned in their annual report in 2015, that they are compliant with code D.1. In order to support that fact they have included several evidences such as interest register details, director’s interests in contracts, shareholders and share distribution details, risk management details and statutory details in the corporate government pages.

Rocell has included a statement of Directors responsibility in which it includes details like Rocell directors are responsible for preparing the Annual Reports and the Consolidated Financial Statements using appropriate accounting policies in accordance with the Companies Act, No.7 of 2007 and Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and keeping sufficient accounting records to disclose financial position of the company with accurate information etc.

Rocell also has included a statement by auditors in each annual report of five years, in which it includes details about how they are appointed, to whom they are accountable and their responsibilities clearly. The responsibilities of Rocell Auditing committee can be quoted as follows,

1. The integrity of financial statements in accordance with Sri Lanka Financial Reporting Standards.

2. The compliance with legal and regulatory requirements of Companies Act and other relevant financial reporting related regulations and requirements.

3. The External Auditor’s independence and performance.

4. The performance review of the internal audit function to ensure that the Company’s internal controls and risk management systems are adequate.

Lanka ceramics also has included a statement of director’s responsibility, where they have included that their directors of the board are responsible for preparing of financial statements for each financial year and placing it before a General Meeting according to the Companies Act No. 07 of 2007 and in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) using appropriate accounting policies. Moreover the directors have to maintain required accounting records for the purpose of ensuring the accuracy of financial position of the company. In addition Directors have to devise proper internal control and responsible for adopting the going concern basis in preparing accounts. And also they also have included a statement by their auditing committee with their responsibilities as follows,

  • Examining the preparation, presentation and disclosing of financial statements according to the Sri Lanka Accounting Standards (SLFRS/LKAS) and Companies Act No. 07 of 2007.
  • Reviewing functioning of the internal control Procedures.
  • Assessing major management risks of the Company and performance of the External Auditors.

This shows that both Rocell and Lanka ceramics have taken steps to work according to the D.1.3.

In the management discussion and analysis of Rocell annual report 2015, it includes details about,

  • Actions and decisions taken to improve the operations of the company

Ex: investment in new warehouse with the capacity of 2700 pallets, benefits of the decision took to shift to LPG to power etc.

  • Internal control systems

Ex: information and benefits about introducing a Business Intelligence tool.

  • Details related to human resource development

Ex: information about training programs and recreational activities.

  • Opportunities and future plans of the company
  • Nature of company performance of the year
  • Concerns for the environment.

So it is clear that these information shows Rocell has taken steps to compliant with D.1.4 in Code of Best Practice of Corporate Governance Sri Lanka 2013.

Rocell also have included statements about risk management in their annual reports from 2014 onwards and it includes details about different types of risks to the company like operational risks and how to mitigate risks. It is mentioned that the auditing committee is supposed to assess the effectiveness of the risk management of Rocell. So this shows that Rocell has taken steps to compliant with D.2 which talks about internal control.

The Audit Committee, which reports and accountable to the Board of Rocell is appointed by the Board of Directors consist of four Independent Non- Executive Directors. It has a document which defines its roles and responsibilities called “Written Terms of Reference”.

This particular committee meet three times during the year and perform various activities as flows,

  • Overseeing financial reporting process by reviewing the compliance of the Sri Lanka Financial Reporting Standards and the Companies Act No. 07 of 2007 with the financial reports and discuss issues with management.
  • Reviewing and controlling risks related to business activities and advising the management on necessary actions to be taken.
  • Communicates and handle all most all audit related matters with the external auditor.
  • Handle activities related to internal audit by reviewing the performance of internal audits.
  • Ensure and review the procedures established by Management for compliance with the requirements of regulatory bodies.

When it comes to Lanka ceramics they have mentioned that they are compliant with the codes related to audit committee in the code of best practice in the code of corporate governance 2013. In order to prove that they have provided evidences by mentioning that audit committee consist of four non- executive directors who are appointed by board of directors and they are accountable for the board. Same as in Rocell they also meet three times a year and they also perform various activities like assessing whether the financial reporting requirements are in accordance with the regulatory bodies, reviewing and discussing important matters related to internal control of the business and assess the activities related to external auditor.

So it is evident that Rocell and Lanka ceramics have taken steps to compliant with D.3 which talks about Audit committee separately.

In Lanka ceramics they have mentioned that they are compliant with code D.4 but they have not provided evidences in the annual reports to support that fact.

As asked by D.5 Corporate governance disclosure in the Code of Best Practice of Corporate governance, both Rocell and Lanka ceramics have separately given a corporate governance report in their all five annual reports from 2009 to 2015 which we went through.

So when considering all these information regarding accountability and auditability of both companies have taken same amount of effort to compliant with codes given in the code of best practice of corporate governance Sri Lanka 2013.

06. Conclusion

This report includes all information in both Rocell and Lanka ceramics companies which are related to board of Directors, Directors remuneration, relationship with shareholders and Accountability and Audibility with respect to the Code of Best Practice on Corporate Governance Sri Lanka 2013.

When it comes to the analysis of the effectiveness of the director board in both companies, we can say Lanka ceramics is more effective in providing evidence for compliance with the code than in Rocell. Because when we were going through the annual reports of both companies we found that Lanka ceramics have mentioned they compliant with the codes with confident and has given evidences related to board of directors directly and clearly. But in Rocell we felt like they have tried to hide some details about their board of directors.

Since Lanka ceramics is a subsidiary company of Rocell ceramics, both companies have the same remuneration committee. Both companies have given clear details about how the director’s remuneration happens. When compared with the code we can say both companies have been able to compliant with all most all principles which come under Directors remuneration and can regard as a good feature of good corporate governance.

In the analysis of the relationship with the shareholders, although Rocell has given some details separately about their relationships with their shareholders in the corporate governance page, lanka ceramics has not given any details about relationships with the shareholders separately as Rocell has done. But Lanka ceramics have clearly mentioned that they are compliant with two of principles out of three principles in the code although they have not provided any evidences. When it comes to Rocell, we found that they become able to provide details to show that they are compliant with principles under the relationships with shareholders in the code which is a good sign of good corporate governance. The specialty in Rocell is that they are having good communication with shareholders. We can say so because they allow shareholders to inform matters to the managing director. But Lanka Ceramics is not mentioning that communication with shareholders is much important. They are only mentioning that they are compiling with codes. We felt that Lanka Ceramics is not having good communication with shareholders like Rocell does. So when we compare these both we can say that Rocell is compiling to corporate governance related to shareholders other than Lanka Ceramics. But we assume it is better if Rocell can disclose information regarding whether their Board have taken steps to make chairmen of auditing, Nomination, Remuneration committees to be available at the AGM to answer the questions raised.

Accountability and Auditing is one of the most important parts of any organizations. All companies are trying to act according to the corporate governance codes related to Auditing and Accountability in order to emphasize that these both companies have included report of Audit committee in annual reports of every year. And in management discussions they have included details related to Accountability and Auditing. Both have clearly mentioned that they are following Sri Lankan Accounting Standards and different kind policies such as employment relationship policies and about illegal activities. But when we talk about Rocell they have not mention about illegal activates we felt it as a defect of Rocell Annual report. So we assume it is better if they mentioned clearly that they have not engaged in any illegal activities in their annual reports clearly and it will lead to increase the trust and confidence of investors of the company. And Lanka Ceramics has not included management discussions in recent annual year reports. So it is better if they can include management discussion in their annual report to compile with the codes. Another thing that the both companies have neglected is that they haven’t mentioned whether they have a code of business conduct and ethics for their directors as mentioned in the principle D.4. So if the both companies could mentioned whether they have such a thing, and could disclose all information regarding that code of business conduct and ethics that will help them to highlight their transparency of the business activities related to board of directors. When we are taking an overall idea of this both companies both of them are acting according to the codes of corporate governance. They have differences but they have equal effort related to Accountability and Auditing.

Organizations are having board of directors in order to do management procedures efficiently and effectively. So these both organizations are having board of directors and they have clearly mentioned about board of directors in every annual report. When we compare annual reports of Rocell they have changed the number of directors in different years. They have not mentioned the reasons but they have done so. In Lanka Ceramics we cannot see a change. Both are mentioning about AGM s and participations of the board in order to show that they are compliant with corporate governance codes. Both of these companies are following codes related to the director board such as board, board responsibilities, chairman’s role, board balance, supply information, board selection re-election and disclosure. Though Rocell is following corporate governance codes, when analyzing details we understood that Lanka Ceramics is better than Rocell in compiling to the principles related to board of directors in the code. Because Lanka ceramics has provided more details related about board of directors than Rocell and have clearly mentioned about the codes and their practices and shown how they compile with these codes.

So when we are talking about overall performance of this each organization both of them are following Corporate Governance codes. Sometimes they were unable to prove that they are compiling with these codes. For an example Rocell has not mention that they are following illegal activities. Both of these companies can improve and mention more details related to corporate governances codes in their Annual Reports.

 

06. References

  1. Lanka The Institute of Charted Accountants of Sri Corporate_Governance_Code_2013_book.pdf [Online] // Colombo Stock Exchange. – September 05, 2015. – https://www.cse.lk/pdf/Corporate_Governance_Code_2013_book.pdf.
  2. PLC Lanka Ceramic (2010/11) Lanka Ceramic PLC: Annual Report 2010-2011 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/676_1315305264.pdf.
  3. PLC Lanka Ceramic (2011/12) Lanka Ceramic PLC: Annual Report 2011/12 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/676_1346323846.pdf.
  4. PLC Lanka Ceramic (2012/13) Lanka Ceramic PLC: Annual Report 2012/13 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/676_1378724111.pdf.
  5. PLC Lanka Ceramic (2013/14) Lanka Ceramic PLC: Annual Report 2013/14 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/676_1401968771367.pdf.
  6. PLC Lanka Ceramic (2014/15) Lanka Ceramic PLC: Annual Report 2014/15 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/676_1433501331883.pdf.
  7. PLC Royal Ceramics Lanka (2010/11) Royal Ceramics Lanka PLC: Annual Report 2010-2011 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/683_1307351045551.pdf.
  8. PLC Royal Ceramics Lanka (2011/12) Royal Ceramics Lanka PLC: Annual Report 2011-2012 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/683_1338984529311.pdf.
  9. PLC Royal Ceramics Lanka (2012/13) Royal Ceramics Lanka PLC: Annual Report 2012-2013 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/683_1370516234.pdf.
  10. PLC Royal Ceramics Lanka (2013/14) Royal Ceramics Lanka PLC: Annual Report 2013-2014 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/683_1401970951806.pdf.
  11. PLC Royal Ceramics Lanka (2014/15) Royal Ceramics Lanka PLC : Annual Report 2014-2015 [Online]. – September 05, 2015. – https://www.cse.lk/cmt/upload_report_file/683_1307351045551.pdf.