At the Browns Group (Brown & Company PLC) Corporate Governance has been institutionalized at all levels through a set of corporate values that have been adhered to by the senior management and the Board of Directors.
The Code of Best Practices on Corporate Governance Rules, issued jointly by the Securities and Exchange Commission of Sri Lanka and the Institute of Charted Accountants of Sri Lanka upholds transparency, accountability and disclosure of business practices in a company. Brown and Company has complied with the principles and provisions of this Code.
The Company is led and controlled by a Board with abundant experience, expertise and professionalism.
The board currently consists of 7 members:
4 Non Executive Directors
2 Non-Executive Independent Directors
1 Executive Director
The board is ultimately responsible for the Group's Financial performance.
The Company Secretaries are responsible for ensuring that Board procedures are followed, and all Directors have access to the Company Secretaries.
The balance of Executive, Non- Executive and Independent –Non Executive Directors on the Board ensures a right balance between expediency and independent judgement, as no individual Director or small group can dominate the Board discussion and decision making.
Directors can obtain independent and professional advice with regard to decision making in their duties.
The Board includes four senior Accountants capable of offering the Board guidance on financial matters.
The Company's Articles of Association call for one of the Directors in office to retire at each Annual general Meeting, Those who retire are those longest in office, and are eligible for re- election by shareholders. The Managing Director, however, shall not be subject to retirement by rotation while he holds office.
The Board has delegated some of its functions to board committees, while retaining final decision rights pertaining to matters under their purview.
The Board constantly strives to enhance Shareholders' values, and the AGM is considered a prime opportunity to communicate and encourage their participation. Timely publication of Quarterly accounts enables stakeholders to make a rational judgment of the Company.
The Board is fully conscious of its responsibility to the shareholders, the government, and the society in which it operates, and strives to ensure that the company and all its subsidiaries and associates comply with the laws and regulations of the country, such as the new Companies Act which came into effect from 3rd May 2007.
The Group acknowledges the issues facing the environment, and makes every effort to adopt a responsible attitude while meeting its business objectives.
The new rules of Corporate Governance and disclosure requirements , as mandated by the Securities Exchange Commission, as well as the requirements of the listing rules of the Colombo Exchange are complied with, as they help to build an ethical environment in the Company.
