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Corporate Governance


Name Of The Company

Singer (Sri Lanka) PLC

Legal Form

Public company with limited liability Incorporated as a public company in Sri Lanka on 30th December 1974 under the Companies Ordinance and re-registered under the Companies Act No. 07 of 2007 on 13th June 2008.

Founded in 1877 as a branch of Singer Sewing Machine Company, USA. The shares of the Company are listed on the Colombo Stock Exchange. Accounting Year: 31st March.

Registered Office

No. 112, Havelock Road,
Colombo 5, Sri Lanka
Telephone: 94-11-2316316 (13 lines)
Facsimile: 94-11- 2423544
E-mail: singer@singersl.com
Website: www.singersl.com

Company Registration Number

New - PQ 160
Old - PBS 802 (S.P.)

Tax Payer Identification Number

124008026

Audit Committee

The Audit Committee consists of three Independent Non-Executive Directors and is chaired by an Independent Non-Executive Director.

Audit Committee Members

 

  • Mr. D. K. de S. Wijeyeratne – Chairman – Independent Non-Executive Director
  • Mr. D. Sooriyaarachchi – Independent Non-Executive Director
  • Mr. M. H. Jamaldeen – Independent Non-Executive Director

 

Hayleys Group Services (Private) Limited functions as the Secretary to the Committee. The Finance Director/Compliance Officer, Head of Risk Management, Audit Staff, Representatives of External Auditors and when necessary, the Chairman, the Group Chief Executive and relevant Operational Directors and Managers attend the meetings by invitation.

Remuneration Committee

Remuneration Committee consists of three Independent Non-Executive Directors and is chaired by an Independent Non-Executive Director.

Remuneration Committee Members

 

  • Mr. M. H. Jamaldeen – Chairman – Independent Non-Executive Director
  • Mr. D. Sooriyaarachchi – Independent Non-Executive Director
  • Mr. D. K. de S. Wijeyeratne – Independent Non-Executive Director

 

Finance Director functions as the Secretary to the Committee.

The Chairman of the Company participated as an observer to the Committee. Group CEO assist the Committee by providing the relevant information and participate in its analysis and deliberations except when their own compensation packages are reviewed.

Responsibilities and Duties of the Committee

The scope of the Committee is to “look into fees, remuneration and perquisites of Independent Directors, Executive Directors of the Board of the Company and Key Management and approve recommendations made by the Group CEO.

Remuneration and perquisites of Group CEO is reviewed and approved by the Parent Company Remuneration Committee (Hayleys PLC) and it is not under the scope of the board remuneration Committee of the Company.

The Committee also reviews the policies pertaining to the remuneration and perquisites of the executives of the Group.

Nomination Committee

Nomination Committee consists of one Independent Non-Executive Director, one Non-Executive Director and one Executive Director as at the end of the reporting period, 31st March 2020.

Nomination Committee Members

 

  • Mr. A. M. Pandithage – Chairman – Executive Director
  • Mr. K. D. D. Perera – Non-Executive Director
  • Mr. M. H. Jamaldeen – Independent Non-Executive Director

 

Responsibilities and Duties of the Committee

 

  • Consideration of making any appointment of new Directors or re-electing current Directors.
  • Provide advice and recommendations to the Board on any such appointment.
  • Review criteria such as qualifications, experience and key attributes required for eligibility to be considered for appointment to the Board and Key Management Personnel in the Company.
  • Consider if a Director is able to and has been adequately carrying out his or her duties as a Director taking into consideration the Director’s number of listed Company Boards on which the Director is represented and other principal commitments.
  • Review the structure, size, compensation and competencies of the Board and make recommendations to the Board with regard to any changes.
  • Recommend the requirements of new expertise and succession arrangements for retiring Directors.
  • Recommend on any other matter referred to it by the Board of Directors.

 

Related Party Transactions Review Committee

The Related Party Transactions Review Committee consists of two Independent Non-Executive Directors, and one Executive Director and is chaired by an Independent Non-Executive Director.

The following Directors serve on the Committee:

 

  • Mr. D. Sooriyaarachchi – Chairman Independent Non-Executive Director
  • Mr. D. K. de S. Wijeyeratne – Independent Non-Executive Director
  • Mr. M. H. Wijewardene – Executive Director
  • Mr. J. A. Sethukavalar - Independent Non-Executive Director of Singer Finance (Lanka) PLC – participating by invitation represents Singer Finance (Lanka) PLC.

 

The above composition is in compliance with the provisions of the Code regarding the composition of the Related Party Transactions Review Committee.

Hayleys Group Services (Pvt) Ltd. functions as the Secretary to the Related Party Transactions Review Committee.

Directorate

 

  • A. Mohan Pandithage – Chairman (Executive)
  • K. D. Dhammika Perera - Co-Chairman (Non-Executive Director / Co-Chairman)
  • M. H. Wijewardene – Chief Executive Offcer
  • Deepal Sooriyaarachchi
  • Dumith H Fernando
  • M. Hisham Jamaldeen
  • D. K. D. S. Wijeyeratne
  • Sarath C. Ganegoda
  • Ms. Gayani De Alwis
  • Mr. K.K.L.P. Yatiwella (Alternate to Mr. S.C. Ganegoda)
  • Mr. H. P. S. Perera (Alternate to Mr. M.H. Wijewardene)
  • Ms. A. A. K. Amarasinghe (Alternate Mr.K.D.D. Perera)

 

Bankers

 

  • Bank of Ceylon
  • Commercial Bank of Ceylon PLC
  • Deutsche Bank
  • Hatton National Bank PLC
  • MCB Bank
  • Nations Trust Bank PLC
  • NDB Bank PLC
  • Pan Asia Bank PLC
  • People's Bank
  • Seylan Bank PLC
  • Sampath Bank PLC
  • Standard Chartered Bank (Sri Lanka) Limited
  • The Hongkong & Shanghai Banking
  • Union Bank PLC

 

Auditors

KPMG
Chartered Accountants
No. 32A, Sir Mohamed Macan Markar
Mawatha
P.O. Box 186,
Colombo 3

Secretaries & Registrars

Hayleys Group Services (Private) Limited.
No. 400, Deans Road,
Colombo 10,
Sri Lanka.

Lawyers

Neelakandan & Neelakandan
Attorneys-at-Law & Notaries Public
M&N Building (Level 5)
No. 2, Deal Place
Colombo 3

 

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