The Board of Directors and management of Softlogic have long recognized the importance of corporate governance and so they ensure an environment of effective control, transparency and strong accountability to all stakeholders
Softlogic undertakes, maintains and strengthens its governance system in full compliance with the Securities Exchange Commission of Sri Lanka (SEC) and The Institute of Chartered Accountants of Sri Lanka (CASL), with a view to deal with complex situations in which Softlogic operates, and with the challenges it faces from time to time in respect of sustainable development and risk compliance. It goes without saying that we ensure compliance with the listing rules of the Colombo Stock Exchange (CSE) and the requirements of the Companies Act No. 07 of 2007.
The board manages the Company on behalf of the shareholders and is responsible to the shareholders for creating and delivering sustainable shareholder value and the creation of wealth through the management of the group’s business. The Directors exercise their good-faith business judgments for the best interest of the Company.
Corporate Governance is concerned with how powers are shared and exercised by different groups, to ensure that the objectives of the company are achieved seamlessly. Aspects of Corporate Governance are the rights of shareholders and other interest groups such as the employees and in the last analysis, the customers, and how powers are shared and exercised by the directors, and how the holders of such authority and power in a company should be held accountable for what they do.
Corporate Governance is the basis for all our decision-making and control processes and comprises of:
- Exercise leadership, enterprise, integrity and judgment in directing the Company so as to achieve continuing prosperity in a manner based on transparency, accountability and responsibility.
- Determine the Company’s purpose and values, strategy and ensure that procedures and practices are in place
- Monitor and evaluate the implementation of strategies and policies for better management performance
- Ensure compliance with the relevant laws, regulations and codes of best practice
- Communicate with shareholders effectively and serve the legitimate interest of the shareholders
- Review processes and procedures regularly and ensure that internal control is effective
- Identify key risk areas and ensure that these risks are addressed and managed effectively
Good Corporate Governance requires the Board to govern the Company with integrity as an on-going process. Softlogic is governed in a way that moves it towards the achievement of its objectives. Softlogic’s organisational structure is based on the traditional administration and control model where the Board of Directors is the central body, solely responsible for the governing the company in the interests of its shareholders. Most of the powers are delegated to the managing director, and are further delegated to executive directors and executive managers. Certain matters are reserved for board decision-making rather than delegated to the management team. Board of directors is also responsible for monitoring the performance of the management team. (The Annual General Meeting, Annual Report of the Company and Quarterly Reports are the principal means of communication with the shareholders). The Shareholders‘ Meeting manifests the will of and binds the Shareholders to such decisions made thereupon, through such resolutions adopted in compliance with the law and the Company‘s Articles of Association.
As per the Articles of Association of the Company, three (3) of the Directors shall retire from office at each Annual General Meeting (AGM). Any directors appointed during the year seek re-election at the next AGM. The Managing Director is not subject to retirement by rotation.
The Board of Directors has also set up two Board committees, with consultative and advisory functions. Certain responsibilities of the Board are delegated to the below said Committees to assist the Board in carrying out its functions. The two principal Board Committees are:
- Audit Committee comprises four non executive independent directors
- Remuneration committee comprises two non executive independent directors.