We are governed by stringent fundamentals and some of the most knowledgeable and experienced individuals in the industry— those who have ensured unparalleled success over the years.

Corporate Governance


It is our pleasure to present to you, on behalf of Board of Directors, the Corporate Governance Report of Prime Lands Residencies PLC for 2020/21. This report provides a broader insight into our governance initiatives and practices during the year under review.

We are proud to state that the Company has gone a step ahead to comply with the Code of Best Practice on Corporate Governance issued by CA Sri Lanka, which is a voluntary governance benchmark.

In addition, we wish to state that to the best of our knowledge and available information, we are not aware of any material violations of any of the provisions of the Code of Business Conduct and Ethics by the Directors on the Board.

Mr. Premalal Brahmanage


Ms. Sandamini Perera





Companies Act No. 07 of 2007
Inland Revenue Act No. 24 of 2017 and amendments thereto
Shop and Office Employees Act No. 19 of 1954 and amendments
Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995
Listing Rules of Colombo Stock Exchange
Securities and Exchange Commission of Sri Lanka (SEC) regulations
Anti-Money Laundering & Countering the Financing of Terrorism (AML/CFT) legislations of Central Bank
Board of Investment of Sri Lanka Law No.4 of 1978- Section 17
Financial Transactions Reporting Act No. 06 of 2006 (FTRA)
Foreign Exchange Act No. 12 of 2017 and Regulations issued thereunder


Code of Best Practice for Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka (ICASL)
Requirements set out by ICRA Lanka, a subsidiary of Moody’s Investors Service, for the determination of Credit Rating


Articles of Association of the Company
Board Charter
Terms of Reference of Board Sub-committees and Management Committees
Code of Ethics and Conduct for employees
Framework of Board approved policies and procedures


Internal Audit Framework


Please Follow Below Structure for PLR


Good governance remains the cornerstone of PLR’s success and solid reputation. The Company believes that strong and effective corporate governance helps to cultivate a culture of integrity, leading to positive performance and a sustainable business. PLR’s commitment to governance is brought to life through a strong governance framework that aims to ensure that the Company’s strategy and decision making endeavours are undertaken to safeguard business continuity and drive growth, with the ultimate aim of stakeholder value creation.



The PLR Board is the highest governing body within the organisation. The current PLR Board comprises 09 Directors, including 02 Independent Non-Executive Directors. Non-Executive Directors bring diverse industry expertise and advise management on strategy, to ensure the Board maintains high standards of financial and other mandatory reporting requirements, and provide adequate checks and balances to safeguard the interests of the Company as a whole and its stakeholders.

The Independence of the Directors is assessed in line with the Corporate Governance Best practices and the Independent Non- Executive Directors have declared their independence in writing.

Although the Company has not adopted a formal diversity policy, the current composition of the Board of Directors, with respect to aspects such as age, gender, educational and professional background, represents a mix of the key skills and experience necessary to manage the Company and its specific business.

Corporate Governance


The Board as the apex governing body is primarily responsible for delivering stakeholder value over the long term. In doing so, the Board sets the Company’s values and standards, making sure that they align with PLR’s strategic aims in terms of economic, social and environmental performance and for providing entrepreneurial leadership to achieve the desired results. In this regard, the Board is charged with ensuring appropriate Risk Management and Governance frameworks are in place for the effective management of the Company. The Board is also responsible for ensuring that the necessary financial, human and intellectual resources are available to meet these objectives. There is a specific schedule of matters reserved for Board approval which includes but are not limited to:
  • Approval of the Company’s strategic objectives and overseeing their delivery
  • Assessment and monitoring of the Company’s culture to ensure alignment with its purpose, values and strategy
  • Approval of significant investments/ divestments
  • Approval of the Company’s full-year and half-year financial results and the Annual Report and Accounts;
  • Setting the Company’s risk management strategy and maintaining a sound system of internal controls
  • Guidance and oversight for the development and management of the Company’s Human Resources.
  • Providing oversight to ensure stakeholder concerns are addressed proactively

The existing policy framework was reviewed to determine its ability to support PLR transition to a listed entity. In this regard, several policies were revised to reflect best practices, with due consideration of internal control, Risk Management and Sustainability aspects. The principles of non-discrimination, diversity and inclusion, fair-treatment were also considered.

A new compliance monitoring system is established under the Internal Audit, Risk and Compliance Department.

A web-based screening solution was rolled out to support AML-CFT compliance requirements of the Central Bank in addition to the existing policies and procedures under the AMT-CFT requirements.


To ensure the effective discharge of its duties, the Board meets quarterly or more often if needed, in order to discuss matters pertaining to PLR’s economic, social and environmental performance as well as their risks and opportunities arising therefrom.

It is mandatory that all Directors attend every scheduled Board Meeting. Directors are notified at least a minimum of 07 days prior to a Board meeting. The agenda for the Board meeting along with a comprehensive Board pack is provided to enable Directors to be suitably prepared for the meeting.


Board Committees

Keen to align with accepted good governance practices, the PLR Board has appointed several Board Committees to deal with certain key aspects of the business, with each Committee playing a pivotal role in ensuring that high standards of corporate governance are maintained across the business at all times. On this basis, 03 Board sub- Committees were appointed in the fourth quarter of the current financial year, with their formal operations due to start in the forthcoming financial
year. The work of the committees will be guided by their respective Terms of Reference (TOR) approved by the Board. The Board expects to review these TOR’s annually and to ensure they are updated to reflect good governance practices.



Mr. Sanjaya Bandara
(CHAIRMAN) – Independent Non-Executive Director
Mr. Deepal Sooriyaarachchi
(Member) – Independent Non- Executive Director
Mr. Mahinda Perera
(Member) – Non-Executive Director
Duties and Responsibilities
  • Overseeing the preparation, presentation and adequacy of disclosures in the financial statements, in accordance with Sri Lanka Accounting Standards.
  • Overseeing the Company’s compliance with financial reporting requirements and all relevant financial regulatory frameworks.
  • Overseeing the processes to ensure that the Company’s internal controls and risk management procedures are adequate.
  • Provide oversight assessing the Company’s ability to continue as a going concern in the foreseeable future.
  • Provide oversight assessing the independence and
    performance of the
    Company’s External Auditors.
  • Management of the Whistle Blowing Policy.


Board Committees

Mr. Deepal Sooriyaarachchi
(CHAIRMAN) – Independent Non-Executive Director
Mr. Sanjaya Bandara
(Member) – Independent Non- Executive Director
Mr. Dhammika Kalapuge
(Member) – Non-Executive Director
Duties and Responsibilities
  • Consider the making of any appointment or re- appointment to the Board.
  • Provide advice and recommendations to the Board or the Chairman (as the case may be) on any such appointment.
  • Consider the selection and appointment of a Chairman in case a vacancy arises.
  • Consider the succession plan for the Managing Director and ensure that there’s a succession plan for all key management personnel.
  • Regularly review the structure, size, composition including gender representation and competencies (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.
  • Recommend insurance cover to be taken in respect of all Directors and other Key Management Personnel indemnity and insurance cover.
  • Recommending and approving total remuneration package and incentives packages of the Executive Directors including the Managing Director.
  • Reviewing and recommending to the board, the board policy for the remuneration and incentive package of Executive Directors, Non- Executive Directors and Key Corporate Management.
  • Reviewing Company’s remuneration practices and policies.
  • Determining the terms of employment of the Executive Directors.
  • Approving of long term incentive awards, such as share appreciation rights and performance shares for Executive Directors and Key Corporate Management.
  • Evaluating strategic human resources policies.
  • Reviewing the design of all share incentive schemes.
  • Selecting and appointing any remuneration consultants who advises the committee.


The composition of RPTC committee was restructured as soon as the 1st meeting, to be in line with CG Best Practices.
Mr. Sanjaya Bandara
(CHAIRMAN) – Independent Non-Executive Director
Mr. Deepal Sooriyaarachchi
(Member) – Independent Non- Executive Director
Mr. Mahinda Perera
(Member) – Non-Executive Director
Duties and Responsibilities
  • Reviewing all Transactions between the Company and its Related Parties and determining if such Transactions are in the best interests of the Company and its stakeholders.
  • Evaluating if Transactions fall within the ambit of a normal business relationship and whether the terms of such Transactions are no more favorable than would reasonably be expected of transactions negotiated on an arm’s length basis.
  • Ensure the implementation of policies, procedures, guidelines, manuals necessary to review of Transactions.
  • Determining if Transactions that are to be entered into by the Company require the approval of the Board or Shareholders.
  • Establish guidelines for Senior Management to follow on ongoing related party transactions (Recurrent Related Party Transactions).

Corporate Governance

Managing Director (MD)

PLR’s MD is responsible for the effective management of the day-to-day operations of the Company. Operational responsibilities delegated by the Board to the MD include:

  • Execution of business strategies and initiatives adopted by the Board.
  • Monitoring of operating budgets adopted by the Board
  • Implementation of adequate systems of risk management and internal control to ensure the Company is managed in line with the Board approved strategy and budgets
  • Preparation of the annual and interim financial statements for Board approval before public reporting
  • Compliance with relevant statutory requirements, rules and regulations
  • Ensuring appropriate stakeholder engagement mechanisms are in place to support regular and ongoing dialogue with key stakeholders

Management Level Committees

A number of management level committees have been appointed to assist the MD in carrying out the day to day operational management of the Company.

The level of compliance of Prime Lands Residencies PLC to the Code of Best Practice on Corporate Governance 2017 issued by the Institute of Chartered Accountants of Sri Lanka

Corporate Governance PrinciplePrinciple No.Complied/ Not Complied/ Not ApplicableLevel of Compliance
The BoardA.1CompliedThe PLR Board consists of nine directors, out of four are Non-Executive ensuring a suitable balance of power between Executive and Non-Executive Directors
is maintained. The Board is composed of skilled professionals in the fields
of business leadership, engineering, finance, sales and marketing, legal and compliance, human resources, corporate governance and risk.
Board MeetingsA.1.1CompliedNot applicable for 20/21, However 1st board meeting for 21/22 was held in Q1- and will be held on a quarterly basis thereon.
A.1.2CompliedThe Board of Directors holds prime responsibility to ensure that risks are identified and appropriately managed across the Group. Directors are made aware of their duties and responsibilities with regard to monitoring and managing the risks associated with capitals, value creation activities, business operations and impacts.
A.1.3CompliedThe Board collectively and Directors individually act in accordance with the laws of the Country and where ever required obtain independent professional advice.
A.1.4CompliedAll Directors have access to the advice and services of the Company Secretary.
A.1.5CompliedAll Directors exercise independent judgement in all decisions pertaining to strategy, performance, resource allocation, and standards of business conduct.
A.16CompliedEvery Director dedicate adequate time and effort to matters of the Board and the Company.

The Board papers and the agenda are received by the Directors ahead of Board Meetings, enabling the Directors to review the papers and obtain clarifications ahead of the meetings.
A.17CompliedAny single Director may call for a resolution to be presented to the Board where he/she feels it is in the interest of the Company. As per Articles of Association, resolutions can be passed with majority voting.
A.1.8CompliedNew training focuses on enabling the Directors to expand the knowledge and skills required to effectively perform duties as a Director.
Chairman and CEOA.2CompliedIn order to ensure a clear division of responsibilities at the head of the Company and maintain a balance of power and authority, the positions of Co-Chairman, Co-Chairperson were created while the Managing Director holds the authority of CEO.
Chairman’s RoleA.3- A.3.1CompliedThe Board is headed jointly by the Co-Chairman and Co-Chairperson, both of whom function in the capacity of Executive Directors. Together they are responsible for preserving order and facilitating the effective discharge of Board functions. The Co-Chairman and Co-Chairperson conduct Board proceedings and ensure the e effective participation and contribution of all Directors, the Directors are informed on the matters included in the agenda.
Financial AcumenA.4CompliedThe Board includes Directors who are skilled, experienced and possess the necessary knowledge and competence to offer expert opinion on financial matters to the Board.

The Audit Committee holds a special responsibility in discussing matters of Finance with the external and internal Auditors.
Board BalanceA.5- A.5.1CompliedThe Board has a balanced composition of five Executive Directors and four Non- Executive Directors. The Non- Executive Directors bring expertise on Finance, Marketing, Legal & Compliance, Corporate Governance & Risk and Human Resources.
5.2CompliedThe Articles of Association has provisions to appoint another Independent Director once a suitable Independent Director is identified. There are four Non- Executive Directors, of whom only two are independent (The Board balance is complied with the CSE Listing Rule requirements).
5.3CompliedAll the Independent Directors are independent of management and free of any business or other relationship that could materially interfere with.
5.4CompliedAll the Non-Executive Directors have signed the declaration of his independence or non-independence against the specified criteria set out in the Specimen in Schedule.
5.5CompliedThe determination as to the independence or non-independence of each Non- Executive Director is done.
5.6CompliedNo alternate Directors were appointed.
5.7CompliedMr. Deepal Sooriyaarachchi has been appointed as the Senior Independent Director as the Chairman is not an Independent Director.
5.8CompliedThe Senior Independent Director is available for confidential discussions, should there be any concerns regarding governance or issues that may adversely affect the Company, inadequately addressed by the Board.
5.9-5.10Not Applicable for 20/21Holding Board meeting with the Non-Executive Directors was not required prior obtaining the PLC status.
Supply of InformationA.6.1

CompliedThe Board is provided with timely information in a form and of a quality appropriate to enable it to discharge its duties.

Directors make further inquiries where necessary if information provided by management not be enough.
A.6.2CompliedThe Agenda for the Board meeting and connected discussion papers are ordinarily circulated to the Directors seven (7) days in advance to facilitate the effective conduct of the meeting.
Appointments to the BoardA.7.1CompliedThe Nomination, Remuneration, Nomination and Human Resources Committee was appointed subsequent to the Company being listed.
7.2CompliedThe Nomination, Remuneration, Nomination and Human Resources Committee annually assesses Board composition.
7.3CompliedThe Colombo Stock Exchange is informed upon the appointment of a new Director to the Board, along with a brief resume of the Director which includes;

  • the nature of his expertise in relevant functional area

  • other Directorships or memberships in Board sub committees

  • whether the Director is considered an Independent Director

Re-electionA.8.1- 8.2CompliedThe Articles provides for re-election, however no re-elections have taken place during the year under review.
Resignation8.3CompliedThe Articles provides for resignation to be given in writing, however no resignations have taken place during the year under review.
Appraisal of Board PerformanceA.9.1-9.4Not Applicable for 20/21
Disclosure of information in respect of DirectorsA.10CompliedThe details in respect of Directors will be disclosed in the Annual Report covering, as follows:

  • Name, qualifications and brief profile

  • The nature of his/her expertise in relevant functional areas

  • Immediate family and/or material business relationships with other Directors of the Company

  • If Directors have immediate family and/or material business relationships with other Directors of the Company

  • Whether Executive, Non-Executive and/or Independent Director

  • Names of listed companies in Sri Lanka in which the Director concerned serves as a Director

  • Number/percentage of Board meetings of the Company a ended during the year – (Not Applicable for 20/21)

  • The total number of Board seats held by each Director indicating listed and unlisted Companies and whether in an Executive or Non-Executive capacity

  • Names of Board Committees in which the Director serves as Chairman or a member- Refer to the “Committees Reports”

  • Number/percentage of committee meetings a ended during the year- (Not Applicable for 20/21)

Appraisal of Chief
Executive Officer
A.11 -
Applicable for 20/21
Directors’ RemunerationB.1CompliedThe Board has implemented a formal and transparent procedure for developing policies on remuneration by setting up a Remuneration Committee. Its purpose is to assist the Board of Directors in matters relating to compensation of the Company’s Directors and Key Management Personnel.
B.1.1-B.1.2CompliedRemuneration, Nomination and Human Resources Committee consist of Three Non-Executive Directors and the majority of them are independent. The Chairman of the Remuneration Committee –Mr. Deepal Sooriyaarachchi is an Independent Non-Executive Director.
1.3CompliedPlease Refer page 77 – for details on Remuneration, Nomination and Human Resources Committee
1.4CompliedThe Board as a whole determines the fees payable to the Non-Executive Directors.
1.5CompliedRemuneration Committee consults the Chairman about its proposals relating to the remuneration of other Executive Directors.
The Level and Make up of RemunerationB.2Complied
Disclosure of RemunerationB.3.1CompliedAnnual Report contains the details of the Nomination, Remuneration and Human Resources Committee and details of remuneration of the Board as a whole.
Relationship with ShareholdersC.1-C.2Complied
Major and Material Transactions
C.3.1-3.2Not Applicable
for 20/21
As at the end of FY 20/21 PLR was not a Public Listed entity. Hence SEC and CSE rules mandating the disclosure of “Major related Party Transactions' ' to shareholders by the Board, was not required. However, the Related Party Transactions applicable for the FY 2020/21, is disclosed in the Annual Report
Accountability and AuditD
Financial and Business ReportingD.1.1CompliedThe Board has presented the Annual Report which includes the Financial Statements of the Company that is true and fair, balanced and understandable and prepared in accordance with LKASs and SLFRSs as required by statutory requirements. The Annual Report is compliant with Integrated Reporting standards.
D.1.2CompliedThe Board is aware of its responsibility to present regulatory and statutory reporting and other price sensitive information in a balanced and understandable manner
D.1.3CompliedThe General Manager-Finance and the Managing Director are responsible
for ensuring that, the financial records of the Company have been properly maintained and that the Financial Statements comply with the appropriate accounting standards and give a true and fair view of PLR’s performance for the financial year. The General Manager-Finance and the Managing Director are required to review quarterly and at the year-end, the Company’s Financial Statements before submitting them to the Audit Committee and the Board.
D.1.4Not Applicable
for 2020/21
The Declarations that should be done by way of a Directors’ Report is not applicable prior to Listing.
D.1.5CompliedStatement setting out the responsibilities of the Board of Directors for the preparation and presentation of financial statements (page 91) together with a statement by the Auditors about their reporting responsibilities (page 87) included
Summoning an Extra Ordinary General Meeting (EGM) to notify Serious loss of capitalD. 1.7CompliedCircumstances to summon an EGM did not arise during the year 20/21
Related party transactionsD.18CompliedThe transactions entered into by the Company with the related parties is disclosed on Note 32 of the Financial Statements
Risk Management and Internal
D.2CompliedA risk management and internal control system was implemented by the Board under the Internal Audit, Risk and Compliance Department which will report to the Board Audit Committee. This department was established in April 2021.
D.2.1CompliedThe Board has established a monitoring system to review Company’s risk management and internal control systems, however this is not applicable to the year under review
Review the need for internal audit
D.2.2CompliedThe Audit Committee was established to monitor, review, and evaluate the effectiveness of the risk management and internal control system
Internal Audit FunctionD.2.3CompliedAn internal audit function was established
D.2.4CompliedThe Audit Committee has been established to ensure review of the process and effectiveness of risk management and internal controls and to report to the Board.
Audit CommitteeD.3
D.3.1CompliedThe Audit Committee was established in the Q4 of 2020/21 Financial Year, and effectively commenced the work of the committee from Q1 of FY 2021/22 financial year.

The Committee consists of three Non-Executive Directors, of whom two are Independent. The Committee is Chaired by Mr. Sanjaya Bandara, who is an Independent Non-Executive Director. The members of the Committee possesses expertise in Finance, Risk and Governance compliance
D.3.2CompliedThe Audit Committee has a written Terms of Reference covering its purpose, duties and responsibilities.
D.3.3CompliedDetails on the Audit Committee, describing the scope of the committee in discharging its responsibilities is included in the Annual Report – page 77
Related Party Transactions
Review Committee

D.4.1CompliedRelated Party Transactions are de ned as LKAS 24
D.4.2CompliedThe Related Party Transactions Committee (RPTC) was established in the Q4 of 2020/21 Financial Year, and effectively commenced the work of the committee from Q1 of FY 2021/22 financial year.

At the start of the FY 2021/22 the composition of the RPTC was changed to include all Non-Executive Directors of whom, a majority is independent.

The Committee is Chaired by Mr. Sanjaya Bandara, who is an Independent Non-Executive Director.
D.4.3CompliedThe Related Party Transaction Committee has a written Terms of Reference covering its purpose, duties and responsibilities.
Code of Business Conduct & EthicsD.5.1CompliedThe Company has adopted a Code of Business conduct and ethics and the Directors and Key Management Personnel are committed to the code and the principles contained therein. There were no reported cases of non-compliance to, Code of Business Ethics by any Director, Key Management Personnel or any other employee.
D.5.2Complied. (Not
Applicable for 20/21
Company has established policy and process to ensure that material and price sensitive information is immediately disclosed to the Colombo Stock Exchange immediately after relevant decisions are made by the Board of Directors. However the disclosure requirement was not applicable to 20/21, before listing
D.5.3Complied (Not
Applicable for 20/21)
A process in place from 21/22 to monitor the share purchases by any Director and will be reported to the Company Secretary immediately to arrange necessary disclosure to the Colombo Stock Exchange. Shares purchased by Key Management Personnel or any other employee involved in financial reporting will be monitored by Manager-Compliance
D.5.4CompliedThe Chairman’s affirmation in the Company’s Annual Report that he is not aware of any viola on of any of the provisions of the Code of Business Conduct & Ethics is on pages 74.
Corporate Governance
D.6.1CompliedThe Corporate Governance Report sets out the manner and extent to which the Company has complied with the principles and provisions of the code
E.1Not Applicable
Evaluation of Governance DisclosuresE.2Not Applicable for 20/21(When evaluating the governance arrangements particularly, in relation to the Board structure and composition, institutional investors are encouraged to give due weight to all relevant factors drawn to their attention)
Other InvestorsFNot Applicable for 20/21
Internet of things and Cyber securityGCompliedThe policies on Governance of information systems, Intranet and Cyber security are currently been reviewed and aligned with the code
Environment, Society and GovernanceHCompliedAnnual Report contains information on Environment (Environment Capital page 70), Social (Social Capital page 63) and Governance (Governance report page 74), that will enable investors and other stakeholders to assess how ESG risks and opportunities are recognized, managed, measured and reported.