SUSTAINABILITY

At Brown & Company PLC (Browns), sustainability means driving operational excellence across all areas of the organisation, while ensuring that we meet our social responsibilities to the people and communities we work with.

Sustainability for us is also equated to responsible resource use and environmental safeguards to minimise any impact our operations have on the environment. Browns has a presence in several sectors of the economy that contributes significantly to national growth.

These include sectors such as agriculture and plantations, healthcare, tourism among others, and therefore, in recognition of its scale and impact, Browns recognises the importance of ensuring sustained and productive growth. The long history the organisation enjoys in Sri Lanka has also resulted in strong and close links with stakeholders, which Browns is committed to maintaining. Some specific initiatives undertaken during the year was in support of the agriculture and poultry sectors, with an emphasis on education so as to improve their livelihoods in the long-term.


Sustainability in Agriculture

The organisation is well known as a pioneer in agricultural mechanisation in Sri Lanka, changing the face of the agriculture industry and enriching the lives of farming communities. Browns has extended this support by working with the Government to provide farmer education programmes that helps them maximise their efficiency and yields.

Browns entered into a Memorandum of Understanding with the Farm Machinery Training Centre (FMTC) to provide training programmes for farmers on agricultural mechanisation.

The FMTC is a state institution appointed by the Department of Agriculture and is responsible for sharing of information and knowledge on agriculture among farmers, agriculture students and all relevant Government and private institutions. Browns reaches out to farmers in the Kurunegala, Puttalam, Anuradhapura, Polonnaruwa Ampara, Trincomalee , Batticaloa and Moneragala districts, where most of its customers are based.

The Company also offers the ‘SAPSA Sisu Nena Pahana’ programme for students of agriculture studies to educate them on the use of farm machinery. Browns revived the formerly state-owned Hingurana Sugar factory, creating 1,000 jobs in direct employment and supporting over 4,000 farmers through its out-grower network.

The factory operations have improved livelihoods of the farming communities and contributed to the growth of the local economy in the past two years. The Gal Oya factory also runs a water purification plant that provides purified water to over 2,000 families in the area.


Supporting the Veterinary Industry

The Browns Veterinary Pharmaceuticals Division also conducted farmer training and education programmes during the year. One such programme was conducted for clientele of one of its main customers – Shantha Vetmedicare in Kobeigane (North Western Province, Sri Lanka).

A farmer education programme was also conducted in Kirindiwela in collaboration with Nevil Farms, on chronic diseases facing poultry and treatment methods, and on ways to increase productivity of the farms.

Browns has taken the lead in expanding the scope of its services to provide education and awareness building for farmers on how they can sustain and grow their businesses. Brown & Company PLC’s Veterinary Pharmaceutical sector recently joined hands with Animal SOS Sri Lanka towards creating a rabies-free country. Browns will be providing free rabies vaccinations for these outreach programs, while also providing printed educational material as well as food samples. Other Divisions of the organisation continued to support charity events and causes.

CORPORATE GOVERNANCE

The Corporate Governance philosophy at Browns is based on a culture of performance within a framework of compliance and conformance.

We firmly believe in good Corporate Governance, a system by which companies are directed and controlled. It ensures the regulatory compliance and accountability of the Company. The Company holds itself accountable to the highest standards of Corporate Governance and provides public accessibility to the information of the Company. Corporate Governance lays the basis for responsible, performance–oriented management and control which is geared towards sustainable value creation. Corporate Governance has been institutionalized at all levels in the Group through a strong set of corporate values which have been followed by the Senior Management and Board of Directors in the performance of their official duties. The Company is committed to the highest standards of integrity, ethical values and professionalism in all its activities.

Formal publication of the Code of Best Practice on Corporate Governance Rules issued jointly by the Securities and Exchange Commission of Sri Lanka (SEC) and CA Sri Lanka is considered a strong gesture to strengthen the transparency, accountability and disclosure of the Group’s business practices.

The Company is committed to its corporate values and adheres to the Code of Best Practice on Corporate Governance

The consistent adherence to the principles and practices of good Corporate Governance has resulted in the Company acquiring a matchless reputation among all its stakeholders in Sri Lanka for fidelity and dependability.

The Corporate Governance framework has been incorporated within the Group with adherence to the following:

  • Complying with laws, rules and regulations within the territory
  • Allegiance to the Group Values
  • Ensuring that no individual has unfettered decision making powers
  • Exercising professionalism and integrity in all business transactions
  • Timely and efficient decision making and resource allocation within a framework which is compliant with the laws of the territory and standards of governance
CORPORATE GOVERNANCE FRAMEWORK
The key components of the Corporate Governance framework of the company is based on the following key elements:
  • Internal Governance Structure
    It comprises of units within the company that ensure effective monitoring and execution of governance related processes and systems. This ensures the accountability and sustainability of the business.
  • Assurance of Compliance
    The supervisory arm of the company’s Corporate Governance which guides the Company’s progress by way of developing and implementing appropriate corporate strategies and ultimately ensures the integrity of operations.
  • Regulatory Framework
    Regulatory framework is that within which the company operates, thus conforming to applicable laws, regulations and best practices.



INTERNAL GOVERNANCE STRUCTURE
The internal governance structure of the Company facilitates effective and efficient decision making with accountability. This is mainly based on the following three pillars:
  • The Executive Chairman and the Board of Directors
  • Sub-Committees
  • Internal Policies

a) The Executive Chairman and the Board of Directors

The Role of the Executive Chairman

The Executive Chairman’s primary role is to ensure that the Board is effective in its tasks of setting and implementing the Company’s directions and strategy. The Executive Chairman is also expected to act as the Company’s leading representative who will be involved in the presentation of the Company’s aims and policies to the external world. While providing leadership to the Board, the Executive Chairman should ensure that the participation and contribution of the Executive, Non-Executive and Non/ Independent Directors are encouraged and their views on matters under consideration are determined

The Board considers that none of the Executive Chairman’s other commitments interfere with the discharge of his responsibilities to the Group. The Board is satisfied that the Executive Chairman makes sufficient time to serve the Company effectively.




Board of Directors

The Board of Directors, along with the Executive Chairman is the ultimate governing body of the Company and offers abundant in experience and professionalism with a wide range of expertise in diverse fields. The Board is responsible for the ultimate supervision and accountability in relation to the stewardship function of the Group.

In all actions taken by the Board, the Directors are expected to exercise their business judgment in considering the best interests of the Company. The Directors participate in defining goals, visions, strategies and business targets. All Directors are able to and willingly add value and independent opinion on the decision making process, which is of immense benefit the effective functioning of the Board. The questions raised by shareholders at General Meetings are readily answered by the Board members and they maintain an appropriate dialogue with them.

The Board gives leadership in setting the strategic direction and establishing a sound control framework for the successful function of the Company. The Board’s composition reflects a sound balance of independence and anchors.

Composition of the Board and Directors’ Independence
As at date, the Board consists of five members comprising of-
  • 2 Non-Executive Directors
  • 2 Independent Non-Executive Directors
  • 1 Executive Director
Independence of the Directors have been determined in accordance with the Colombo Stock Exchange Rules and the Independent Non- Executive Directors have submitted signed confirmations of their independence.

Name of Director Executive/Non-Executive Independent/ Non-Independent
Ishara Nanayakkara Executive Non-independent
Kapila Jayawardena Non-Executive Non-independent
Mrs. Kalsha Amarasinghe Non-Executive Non-independent
Janaka de Silva Non-Executive Independent
Tissa Bandaranayake Non-Executive Independent


The Directors are required to follow the ‘Best Practices’ as illustrated below:


Board Responsibilities and Decision Rights

The business of the Company is conducted by its managers, officers and employees under the direction of the Executive Director and the oversight of the Board, to enhance the long-term value of the Company for its shareholders. The Board aims at fulfilling its responsibilities by creating value that is sustainable and beneficial for all stakeholders. The Board of Directors is well equipped to realize the Company’s corporate business. The Board meets monthly and gives full consideration to the following

  • Review strategic and operational issues.
  • Approve interim and full year financial statements and annual budgets.
  • Review profit and working capital forecasts and monthly management accounts.
  • Provide advice and guidelines to Divisional Heads and Senior Managers.
  • Provide and circulate timely and periodic reports to shareholders.
  • Sanction major investments.
  • Adopt annual and interim reports before they are published.

The Board is ultimately responsible for the Group’s Financial performance. All Directors receive appropriate training relevant to their experience and position within the Company


BOARD SUB-COMMITTEES

Audit Committee

Remuneration Committee

Related Party Transactions Review Committee

Business Operations Committee

Management Committee

Tissa Bandaranayake

Kalsha Amarasinghe

Tissa Bandaranayake

Ishara Nanayakkara

Executive Chairman

Janaka de Silva

Tissa Bandaranayake

Janaka de Silva

Kalsha Amarasinghe

Senior Management members

Kalsha Amarasinghe

Janaka de Silva

Kalsha Amarasinghe

Kapila Jayawardena

 

 

 

Kapila Jayawardena

 

 

 

 

Ishara Nanayakkara

 

 

FINANCIAL PERFORMANCE

BROWNS ANNUAL REPORT (2016-2017)








BROWNS ANNUAL REPORT (2015-2016)








BROWNS ANNUAL REPORT (2014-2015)








BROWNS ANNUAL REPORT (2013-2014)








BROWNS ANNUAL REPORT (2012-2013)








BROWNS ANNUAL REPORT (2011-2012)



CORPORATE INFORMATION

BROWN AND COMPANY PLC

LEGAL FORM

A Public Limited Liability Company incorporated in Sri Lanka on 17th August 1892 under the Joint Stock Companies Ordinance 1861 and re-registered under the Companies Act No. 07 of 2007. The Company was listed on the Colombo Stock Exchange on 25th April 1991.


COMPANY REGISTRATION NO.

PQ 25


DIRECTORS

Ishara Nanayakkara Executive Chairman
Kapila Jayawardena Non-Executive Director
Kalsha Amarasinghe Non-Executive Director
Janaka de Silva Independent Non-Executive Director
Tissa Bandaranayake Independent Non-Executive Director


SECRETARIES

LOLC Corporate Services (Pvt) Ltd
No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya


REGISTRARS

S S P Corporates (Pvt) Ltd. 101, Inner Flower Road, Colombo 03.
Tel 011 2573894 Fax 011 2573609


REGISTERED OFFICE

No. 481, T. B. Jayah Mawatha (Darley Road), P. O. Box 200, Colombo 10.


BUSINESS OFFICE

No. 34, Sir Mohamed Macan Markar Mawatha, Colombo 3
Tel 011 2663000 Fax 011 2307380


AUDITORS

Messrs KPMG Chartered Accountants,
No. 32A, Sir Mohamed Macan Markar Mawatha, Colombo 3.


BANKERS

Bank of Ceylon
Commercial Bank of Ceylon PLC
Cargills Bank Ltd.
DFCC Bank PLC
DFCC Varadhana Bank PLC
Deutsche Bank
Hatton National Bank PLC
ICICI Bank Ltd.
MCB Bank Ltd.
National Development Bank PLC
Peoples Bank
Pan Asia Banking Corporation PLC
Standard Chartered Bank
Sampath Bank PLC
Seylan Bank PLC
Union Bank of Colombo PLC

THE BOARD

Board of Directors

Ishara Nanayakkara

Executive Chairman

Mr. Ishara Nanayakkara is a prominent entrepreneur serving on the Boards of many corporates and conglomerates in the region. He initially ventured into the arena of financial services with a strategic investment in Lanka ORIX Leasing Company PLC and was appointed to the Board in 2002. Today, he is the Deputy Chairman of LOLC and the Executive Deputy Chairman of LOLC Finance PLC, holding directorships in many of its subsidiaries and associate companies.





Kapila Jayawardena

Non-Executive Director

Kapila Jayawardena holds an MBA in Financial Management and is a Fellow member of the Institute of Bankers and an Associate member of the Institute of Cost and Executive Accountants, London. He served as the Country Head and the CEO (Sri Lanka and Maldives) of Citibank NA from 1998 to 2007. He has varied experience in the fields of Investment Banking, Banking Operations, Audit, Relationship Management, Corporate Finance, Corporate Banking and Treasury Management. He joined LOLC in the year 2007 as the Group Managing Director/CEO.





Kalsha Amarasinghe

Non-Executive Director

Kalsha Amarasinghe holds an Honours Degree in Economics. She serves on the Boards of Lanka ORIX Leasing Company PLC, LOLC Finance PLC, LOLC Micro Credit Ltd, LOLC Life Assurance Limited, Palm Garden Hotels PLC, Riverina Resorts (Pvt) Ltd and Eden Hotel Lanka PLC. She also serves as a Director on the Boards of Commercial Leasing & Finance PLC, Browns Investments PLC and Browns Capital PLC.




Janaka de Silva

Independent Non-Executive Director

Janaka de Silva holds a B.Sc., (Ceylon) and an M.B.A. (Sri Jayawardenapura). He is a Fellow of the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka), the Chartered Institute of Management Accountants and the Institute of Bankers of Sri Lanka.

He served as a Consultant to the National Development Bank during the period of August 2003 to December 2007 and advised the Bank on the integration of financial and accounting systems during the merger of National Development Bank with ND Bank. He joined the Union Bank of Colombo Ltd at the pre-operational stage of the Bank as General Manager/Chief Operations Officer and was responsible for the design and implementation of all operational policies, procedures and systems.




Tissa Bandaranayake

Independent Non-Executive Director

Tissa Bandaranayake is a Fellow member of the Institute of Chartered Accountants of Sri Lanka and he holds a B.Sc. Degree from the University of Ceylon.

He has more than 45 years of commercial and professional experience. He was with Ernst & Young, Sri Lanka for 27 years until retirement as a Senior Partner in April 2009, managing a large portfolio of clients both local and multinational, in various industries.

Tissa Bandaranayake was a Past Chairman of the Audit Faculty of the Institute of Chartered Accountants of Sri Lanka and a Past President of the Practicing Chartered Accountants Forum.




CORPORATE SENIOR MANAGEMENT


Kennedy Joseph

Senior Vice President
Power Systems & Environmental Engineering, Heavy Machinery, Boiler








Manjula Wijemanne

Senior Vice President
Integrated Business Solutions / Consumer









Paduma Subasinghe

Senior Vice President
Group Human Resources










Thamotharampillai Sanakan

Group Chief Financial Officer









Nayantha Delpechitra

General Manager
Group Legal/Group Secretary









C. N. Rathakrishnan

Chief Process Officer










Gunendra Jayasena

Chief Administration Officer
CEO Browns Industrial Park Ltd and Browns Thermal Engineering (Pvt) Ltd








Conrad Dias

Chief Information Officer









Sanjaya Kalidasa

Group Treasurer










Susaan Bandara

Chief Officer
Marketing & Communications









Jeremy Rajiah

General Manager
Plantation Support Services









Dr. Iraivan Thiyagarajah

CEO
Browns Healthcare








Asanga Pieris

Assistant General Manager
Browns Thermal Engineering (Pvt) Ltd









Anoj Munidasa

Director / GM
Browns Thermal Engineering (Pvt) Ltd









Nalin Jayawardena

General Manager
Consumer









Mangala Wijesinghe

General Manager
Pharmaceuticals









Manoj Hadapangoda

General Manager
Power Systems









Dimantha Nanayakkara

General Manager
Integrated Business Solutions









Ajith De Silva

Deputy General Manager
Battery









Sanjaya Nissanka

Deputy General Manager
Agriculture









Niyas Ahamed

Assistant General Manager
Agriculture









Piyal Pathirana

Deputy General Manager
General Trading








Manjula Premarathna

Assistant General Manager
Marine & Leisure







CAREERS
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