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Corporate Governance Commentary

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Corporate Governance Commentary CORPORATE GOVERNANCE COMMENTARY John Keells Holdings PLC Annual Report 2020/21 CORPORATE GOVERNANCE COMMENTARY The Group's robust and comprehensive corporate governance framework, endeavours to create an enabling environment for growth in a structured, predictable and sustainable manner. The Group's corporate governance philosophy is institutionalised across all its business units, and it is this philosophy that has continuously created value for all its stakeholders, notwithstanding the external environment and macro conditions. 1 EXECUTIVE SUMMARY 1.1 Compliance Summary The Group's framework has its own set of Regulatory Benchmarks internal policies, processes and structures aimed at meeting accepted best practice, Standard / Principle / Code Adherence in addition to the 'triggers' which ensure The Companies Act No.7 of 2007 and regulations Mandatory provisions - fully compliant compliance with mandatory regulatory Listing Rules of the Colombo Stock Exchange (CSE) requirements. This framework is regularly reviewed and updated to reflect global best Securities and Exchange Commission of Sri Lanka Act practice, evolving regulations, and dynamic No. 36 of 1987, including directives and circulars stakeholder needs, while maintaining its Code of Best Practices on Related Party Transactions foundational principles of accountability, (2013) advocated by the Securities and Exchange participation, integrity and transparency. Commission of Sri Lanka (SEC) Code of Best Practice on Corporate Governance Voluntary provisions - fully compliant The ensuing discussion comprises of the (2013) jointly advocated by the SEC and the Institute following key aspects: of Chartered Accountants of Sri Lanka (CA Sri Lanka) y Significant components of the JKH Code of Best Practice on Corporate Governance Voluntary provisions – compliant with Corporate Governance System (2017) issued by CA Sri Lanka almost the full 2017 Code, to the extent of business exigency and as required by y Monitoring mechanisms in place to the John Keells Group ensure strict compliance to the Group's Governance policy Key Internal Policies y Outlook and emerging challenges for y Articles of Association of the Company y Policy on grievance handling corporate governance y Recruitment and selection policies y Policies on anti-fraud, anti-corruption y JKH's compliance with all mandatory y Learning and development policies and anti- money laundering and requirements of law and its voluntary countering the financing of terrorism y Policies on equal opportunities, non- adoption of recommended codes in the discrimination, career management and y Policy on communications and ethical governance field promotions advertising y Rewards and recognition policy y Ombudsperson policy The Group's framework has its y Leave, flexi-hours, teleworking and agile y Group accounting procedures and own set of internal policies, working policies including health and policies processes and structures safety enhancements and protocols in y Policies on enterprise risk management aimed at meeting accepted light of the COVID-19 pandemic y Policies on fund management and best practice, in addition to y Code of conduct which also includes foreign exchange risk mitigation the 'triggers' which ensure policies on gifts, entertainment, y IT policies and procedures, including facilitation payments, proprietary and data protection, classification and compliance with mandatory confidential information security regulatory requirements. y Gender policy y Group environmental and economic y Policy against sexual harassment policies y Policies on forced, compulsory and child y Whistleblower policy labour and Child Protection adopted by y Policies on energy, emissions, water and the Group waste management y Disciplinary procedure y Policies on products and services 2 JOHN KEELLS HOLDINGS PLC | 2020/21 1.2 Key Governance Highlights for 2020/21 y The Group embarked on a journey of y Given the unprecedented challenges and operating conditions arising from the COVID-19 strengthening its internal audit and pandemic, in March 2020, the Group evaluated the resilience of its businesses under multiple process review framework by further scenarios, including extreme operating conditions. The businesses continued to proactively augmenting, through automation, its evaluate their operational performance and financial health during the year under review with holistic approach to conducting internal many measures implemented from March 2020 onwards, including the following. audits and process reviews. This framework is expected to encourage auditors to y Adopted weekly dashboards, which cover financial and non-financial KPIs and revised report on value added recommendations, targets, including monitoring of weekly cash and collections targets. based on independent assessments and y Established 'cash war rooms' and 'spend control towers' to critically review each spend item, their knowledge of leading industry best prioritise payments, and impose clear reporting metrics. Although such initiatives were practice and access to global knowledge institutionalised primarily in response to the COVID-19 pandemic, the Group will continue bases. It will also help ascertain the degree to implement select measures to ensure an agile, efficient and productive business model. of alignment between process controls and IT functional facilitation of these processes, y A freeze on all non-essential capital expenditure. expand its database of known types of y Enforced stringent expense control measures, including a reduction in executive staff fraud and maintain a central repository remuneration ranging from 5 to 60 per cent across the Group. Full remuneration was of data sets to undertake retrospective reinstated from July 2020 onwards, in tandem with the recovery in performance. forensic data analysis and to steer audit scoping going forward. y Group companies applied for relief measures, where relevant, extended by the Government and Central Bank which eased the financial position further. Section 5.5 for further details. y While the Group had a strong cash position and availability of banking facilities at the onset of the COVID-19 pandemic, continued focus was placed on ensuring balance sheet strength y The integrated fraud deterrent and to support the investment pipeline of the Group. In June 2020, JKH entered into a ten-year investigation framework, which was financing agreement with the International Finance Corporation (IFC) for USD 175 million initiated with the aim of driving and to support funding of the Holding Company's investment pipeline, marking IFC's largest delivering continuous improvements of investment to date in Sri Lanka. its assurance related initiatives, ran its first full cycle of operations during the year y Despite the increase in debt on account of the drawdown of this facility, it is noted that under review. As envisaged, the framework there was no impact on net debt as at 31 March 2021 since the cash balance was also integrated the management of all aspects retained at the Holding Company level. of fraud and stakeholder assurance, y During the year under review, the Group entered into an interest rate hedge for USD 100 reinforced uniformity across common million of the USD 175 million long-term financial facility as a prudent measure to mitigate processes in matters relating to fraud and the Group's exposure to interest rate fluctuations. In April 2021, the Group entered into a employed a data-driven approach to the further hedge for USD 57 million of the remaining exposure of USD 75 million of the IFC loan. continuous assessment of control efficacy while enabling better monitoring and y The Group introduced an improved and augmented Agile Working Policy with the intention of refining audit trails. encouraging and unlocking new talent pools and adopting new ways of working, particularly in adapting to the evolving and dynamic environment. Whilst this policy facilitates current y 'Cinnamon Hotels & Resorts' was working arrangements with greater clarity, the primary purpose of this policy is to ensure a strategically realigned to create a unified greater degree of employee involvement and flexibility in work arrangements, which will help organisational structure to ensure an even increase retention and motivation of existing employees while expanding the talent pool and more focused leadership and synergised enabling greater participation of women in the workforce. approach across the Group's hotels. The revised structure encompasses a holistic y With the onset of the COVID-19 pandemic, the Group transitioned to 'work from home' approach to the portfolio of hotels as arrangements, where possible. The Group's robust technology and digital platforms in place opposed to the previous separate verticals at the time enabled a seamless transfer with minimal impact on business operations. In order of City and Resorts – in Sri Lanka and the to further strengthen the IT frameworks in place the Group continued with its migration to Maldives. cloud-based identity management, consolidated the Security Operations Centre protocols, augmented data classification and management while migrating applications to the cloud and Leisure industry group review - page 66 adopting digital platforms. y Independence of the Group's whistle- y To amplify the Group's emphasis on creating an inclusive, diverse and equitable work blower channels was maintained by the environment, the Group's first Diversity, Equity and Inclusion (DE&I) programme was appointment
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