Corporate Governance

An Effective Board Board Sub Committees The Board of Directors appointed by the shareholders becomes the of Parent Company conscience guardians and custodians of the Company, providing leadership for determining the strategic course of the Company and discharge of its obligations as a responsible corporate citizen. Consequently, composition of Executive Committees the Board is key to its effectiveness and determines the tone at the top, a sine qua non for sound corporate governance. Board Profiles on pages 16 to 18 of the Annual Report 2019/20

Managing Related Party Director Transactions Review Committee The Board of Directors Group Supervisory Board

Remuneration Composition Committee

Chairman Board of Management Executive Directors

Independent Nomination Non-Executive Directors Committee Non-Independent Non-Executive Directors Senior Management Committees

Audit Committee

Internal Compliance Framework Audit Mandatory • Companies Act No.7 of 2007 • Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 • Articles of Association Administration • Listing Rules of the Colombo Stock Exchange (CSE) of the Board • Central Depository System Rules • Securities & Exchange Commission of Sri Lanka Act No. 36 of 1987 (as amended) Company Secretarial services • Group Code of Ethics are provided by Aitken Spence • Inland Revenue Act No. 24 of 2017 Corporate Finance (Private) Limited, a subsidiary of our parent • Foreign Exchange Act No. 12 of 2017 company, Aitken Spence PLC. Voluntary • Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants 2017 • Aitken Spence Integrated Sustainability Policy and its Implementation Framework • Codes of regulatory authorities, professional institutions and Trade Associations • United Nations Global Compact (UNGC) • UNWTO Global Code of Ethics for Tourism • GRI Standards • Integrated Reporting Framework • Women’s Empowerment Principles • Social and Environmental Certification Requirements

2 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Board Composition The Board consisted of 9 members throughout the financial year 2019/20. The Directors bring a range of diverse skills, expertise and competencies to the Board to facilitate the effective discharge of Board responsibility. Five out of nine Directors are Non- Executive Directors, who are eminent professionals. All Directors must, by duty, act with independence of mind and in the best interests of the Company. This mandate is enhanced by the presence of five Non-Executive Directors, of whom three are Independent Directors. The Board of Aitken Spence Hotel Holdings PLC is represented by a young female Director, thus resulting in a gender balance in the Board amounting to 11% female and 89% male.

TABLE 1: COMPOSITION OF THE BOARD

Composition Gender Diversity Age % % %

11 11 22 33 45

22 45 22 89

Executive Directors Male Female 30-45 Years 66-75 Years Non-Independent Non-Executive Directors 46-65 Years >76 Years Independent Non-Executive Directors

Tenure of Service Expertise

% %

35 50

30 40 25 30 20

15 20 10 10 5

0 0 Tourism < 5 Years < 10 Years < 15 Years > 20 Years Business Leadership Economist & Scientist Accounting & Finance Investment & Banking Investment

Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 3 CORPORATE GOVERNANCE

Roles & Responsibilities of the Board Chairman’s Responsibility Managing Director’s Responsibility

• Ensuring formulation and implementation • The role of the Chairman and the • Maintaining a close working relationship of a sound business strategy. Managing Director are separate, with the Chairman, and acting as a facilitating a balance of power and sounding board for the Chairman when • Ensuring that the Managing Director and authority. The Role of the Chairman is as required. Management Team possess the relevant follows: skills, experience, knowledge and • Developing Group’s business strategy for capacity to implement the strategy. • Provide leadership to the Board. approval by the Board.

• Approving Budgets and major capital • Facilitate effective discharge of its • Developing and recommending to the expenditure. functions. Board, budgets that support the Group’s long-term strategy. • Establishing effective systems to secure • Facilitating participation by both the integrity of information, internal Executive and Non-Executive Directors. • Support the Executive Directors, Board controls, business continuity and risk of Management, and Senior Management • Ensuring that all Directors are adequately management. Committees on the day –to-day briefed on matters arising at Board management of the Group’s business • Ensuring the compliance of the Group’s Meetings. operations. statutory and regulatory obligations and • Ensuring that Directors contribute safeguarding the Group’s reputation • Ensuring that the Group operations are effectively leveraging the collective skills by promoting corporate values and an within the approved risk appetite. and experience of the Board. ethical culture. • Ensuring compliance with applicable • Ensuring that shareholders are • Considering and carefully balancing rules and regulations and Corporate given adequate opportunity to make stakeholder interests in corporate Governance principles. observations, express their views decisions. and seek clarifications at meetings of • Ensuring proper succession planning of • Recognising sustainable business shareholders. the Executive Management and assessing development in Corporate Strategy, their performance. • Building and maintaining stakeholder decisions and activities. trust and confidence. • Creating an ethical environment and • Setting up the Company values and nurturing a culture based on the Group’s standards with emphasis on adopting values. appropriate accounting policies and fostering compliance with financial regulations.

• Establishing a process of monitoring and evaluating the progress on strategy implementations, budgets, plans and related risks.

4 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Independence of Non-Executive Further, two Directors of the Company, 225 of the Financial Statements of the Directors Deshamanya D.H.S. Jayawardena and Annual Report 2019/20 provides a list Directors exercise their independent Miss D.S.T. Jayawardena are related to of companies in which the Directors had judgement, promoting constructive each other. However, they act in the transactions during the year under review. deliberations and objective evaluation of best interests of the Group using their matters set before them. Independence independent judgement on matters referred of Directors is determined by the Board, to the Board. based on annual declarations submitted by Disclosures made by Directors from time to the Non-Executive Directors in compliance time, regarding their interest in transactions with the Listing Rules of the CSE and also in including the related party transactions line with schedule K of the Code. Annually, are formally noted and duly entered into the Board discusses the possibility of any the interest register. Note 49 on page impairment of Directors’ independence due to extended Board tenures, and collectively evaluates the re-election of such Board members.

The period of service of Mr. R.N. The period of service of Mr. C.H. Mr. G.P.J. Goonewardena served Asirwatham as a Board Member Gomez as a Board Member exceeds as an Executive Director of Aitken exceeds nine years. Additionally, nine years. Additionally, Mr. C.H. Spence Hotel Holdings PLC until his Mr. R.N. Asirwatham is a Director of Gomez is a Director of the parent retirement on 30th June 2017 which the parent company in which majority company in which majority of the was during the period of two years of the other Directors of the Company other Directors of the Company are immediately preceding his appointment are Directors. However, his period of Directors. However, his period of as a Non-Executive Director on 30th service and his office of Independent service and his office of Independent March 2018. However, his appointment Non-Executive Director of the parent Non-Executive Director of the parent as an Executive Director within two company do not compromise his company do not compromise his years period immediately preceding independence and objectivity in independence and objectivity in his appointment as a Non-Executive discharging his functions as a Director discharging his functions as a Director Director of the Company does not of the Company. Therefore, the Board of the Company. Therefore, the Board compromise his independence and determined that Mr. R.N. Asirwatham determined that Mr. C.H. Gomez is objectivity in discharging his functions is ‘independent’ of Aitken Spence Hotel ‘independent’ of Aitken Spence Hotel as a Director of the Company. Holdings PLC as per the Listing Rules. Holdings PLC as per the Listing Rules. Therefore, the Board determined that Mr. G.P.J. Goonewardena is ‘independent’ of Aitken Spence Hotel Holdings PLC as per the Listing Rules.

Mr. R.N. Asirwatham Mr. C.H. Gomez Mr. G.P.J. Goonewardene

Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 5 CORPORATE GOVERNANCE

Appointment, Re-Appointment, Regular presentations by management, Re-election and Resignation of Directors consultants and other experts are Shareholders re-appoint/re-elect the conducted to ensure that the Board is Directors at the Annual General Meeting apprised of relevant regulatory and industry (AGM) by voting for resolutions proposed developments, trends and benchmarks. by the Board. The Board is assisted in Additionally, Directors are encouraged and the selection process by the Nominations expected to stay abreast of developments in Committee of the parent company who their respective area of expertise, facilitating recommends nominees to the Board for effective contribution to the Board. their consideration and recommendation to shareholders. The Nominations Committee Meetings & Minutes considers the skills and experience required The Board meets on a quarterly basis on the Board for effective discharge of its and also convenes additional meetings duties. if deemed necessary. Accordingly, the Board met 5 times during the year. The Separate resolutions are included in the Managing Director in consultation with Notice of Meeting on page 260 of the the Chairman sets the Board agenda with Annual Report 2019/20 for the proposed the assistance of the Company Secretaries. re-appointment and re-election of the The Chairman ensures that Directors Directors concerned. In compliance with have sufficient information on matters the Articles of Association 1/3rd of the included in the agenda to facilitate effective Directors will retire from office at each participation of all Directors. Additionally, AGM and are eligible to stand for re- all Directors have access to the Managing election by the shareholders at the AGM. Director and the Senior Management The Nominations Committee evaluates the of the Company to clarify any matter contribution made by these Directors to and they are available for clarification of assess their eligibility for re-election. matters during the meeting. In an instance of a Director’s non-attendance at the Casual vacancies are filled by the Board meetings he/she is provided with briefing based on the recommendations of the material for discussion with the Chairman Nominations Committee and the Director or the Managing Director on a later date, so appointed will offer himself/herself for through formally documented minutes of election at the next AGM. Appointments discussions, by clarifying matters from the are immediately disclosed to the Colombo Company Secretaries or through separate Stock Exchange along with a brief resume of discussions prior to the meeting regarding the Director. matters arising from the previous meeting.

Directors wishing to resign are required to Board packs are circulated one week prior provide a written communication with the to the meeting to allow adequate time reasons for such resignation which is tabled for preparation of the same. Minutes of at the Board meeting. Immediate disclosure meetings are circulated within 10 days of of resignation is made to the CSE. the meeting to Board members and included in the subsequent Board pack. Company Induction & Training Secretaries maintain all past minutes and board papers and are accessible at the Directors receive a Letter of Appointment convenience of the Directors. outlining the terms of the appointment, duties, responsibilities and expected time Directors’ concerns regarding matters which commitments. On appointment, Directors are not resolved unanimously (if any) are are taken through a formal and tailored recorded in the minutes. induction programme coordinated by the Managing Director, where they are enlightened on the Group values and culture, its operating model, policies, governance framework and processes, Group Code of Ethics and operational strategies of the Group. Directors are availed the opportunity to have meetings with the management of each subsidiary and visit hotels where appropriate.

6 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Attendance at Board and Board Committee meetings are given below.

TABLE 2: ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS

Board Audit Nomination Remuneration Related Party Committee Committee Committee Transactions Review Committee Deshamanya D. H. S. Jayawardena Chairman 5 - 1 - - Dr. M. P. Dissanayake EXE 5 - - - - Ms. D. S. T. Jayawardena EXE 5 - - - - Mr. C. M. S. Jayawickrama EXE 5 - - - 4 Mr. J. M. S. Brito* NED 5 7 - - 4 Mr. N. J. De Silva Deva Aditya NED 5 9 - - 3 Mr. R. N. Asirwatham INED 5 11 1 1 4 Mr. C. H. Gomez INED 2 1 - 1 1 Mr. G. P. J. Goonawardene INED 5 - - - - Total No. of Meetings 5 11 1 1 4

EXE - Executive Director NED - Non-Executive Director INED - Independent Non-Executive Director * Appointed as a member of the Audit Committee and the Related Party Transactions Committee w.e.f. 23.05.2019.

Company Secretaries Board Evaluation a fixed portion and a variable portion in Aitken Spence Corporate Finance (Private) The Board carries out a self appraisal of the form of a performance bonus linked to Limited acts as Secretaries to the Board. The the Board and its Committees annually achievement of corporate and individual Directors have access to advice and services with each Director appraising their own goals and targets. of the Company Secretaries who support performance with reference to their the Board and management in ensuring key responsibilities as outlined in the Remuneration of Non-Executive Directors effective governance and good decision Nominations Committee Report on page reflects the time commitment and making across the Group. The Secretaries 113 of the Annual Report 2019/20. This responsibilities of their role. They are ensures Directors receive full and timely serves to identify areas for improvement remunerated based on their attendance at information and have access to the and gaps pertaining to Board administration Board and/or Committee meetings. resources they need to facilitate effective and processes. decision-making. They keep Directors Directors’ remuneration in respect of the Company and the Group for the Financial informed of governance, regulation and Directors’ Remuneration legislative changes relevant to the discharge Year ended 31st March 2020 are disclosed The Remuneration Committee of Aitken of their duties, individually as Directors and on page 165 of the Financial Statements of Spence PLC serves as the Remuneration collectively as a Board. Secretaries maintain the Annual Report 2019/20. Committee of Aitken Spence Hotel Holdings minutes of Board meetings, which are open PLC. It comprises of three Non-Executive for inspection by any Director at any time. Directors all of whom are determined by the Accountability & Audit Appointment and removal of the Company Board as independent. The Board goes beyond regulatory Secretaries is a matter for the Board as a requirements to provide shareholders with a whole. The Remuneration Committee makes comprehensive and balanced assessment of recommendations to the Board with the performance of the Group. This Annual Conflicts of Interests the consultation of the Chairman and Report complies with the requirement Directors abstain from voting where there the Managing Director regarding the of widely accepted standards, codes and is a conflict of interest and generally excuse remuneration of Executive Directors and frameworks which have been voluntarily themselves from the discussion. In the the Senior Management within agreed adopted to ensure that our corporate event of conflicts and concerns that cannot terms of reference and in accordance with reporting is in line with international best be resolved unanimously, Director’s dissent the remuneration policy of the Group. No practices. Our sign off processes ensure that is recorded in the Board minutes. In urgent Director is involved in determining his or her the report provides a balanced review of circumstances necessitating decision making own remuneration. the Group’s performance with high levels of through circular resolutions, efforts are transparency. made to provide all relevant information The Committee considers the skills, required to enable Directors to clearly attributes and experience of the Executive Quarterly financial statements and other understand the issue/s and potential Directors and the operating environment price sensitive announcements, press consequences. in determining the level of remuneration. releases and regulatory reports also provide Executive Directors’remuneration comprises a balanced assessment of the matters discussed.

Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 7 CORPORATE GOVERNANCE

Risk & Internal Control The Board is responsible for setting in place a process to identify, measure, monitor and manage the principal risks of the Group and determining the level of risk it is willing to accept in relation to its strategic goals. The Board is also responsible for setting in place a system of internal controls to safeguard the assets and investments of the Group and shareholders. The Group Internal Audit division reviews the risk management processes and the internal controls according to an annual audit plan approved by the Audit Committee. The Audit Committee also reviews the Internal Audit Reports and exercises oversight to ensure that recommendations included are implemented in a timely manner, minimizing risk. The following reports provide further information in this regard:

• Risk Management Report -page 38 to 43 of the Annual Report 2019/20

• The Board of Directors’ Statement on Internal Controls -page 121 to 122 of the Annual Report 2019/20

• Audit Committee -page 109 to 111 of the Annual Report 2019/20

Audit Committee The Audit Committee of our parent serves as the Audit Committee of the Company as permitted by Section 7.10.6 of the Listing Rules of the Colombo Stock Exchange as both the parent company and the subsidiary company are listed companies.

TABLE 3: COMPOSITION OF THE AUDIT COMMITTEE

Audit Committee Mr. R. N. Asirwatham (Chairman) Independent Non-Executive Director Mr. G. C. Wickremasinghe Independent Non-Executive Director Mr. C. H. Gomez Independent Non-Executive Director Mr. N. J. De Silva Deva Aditya/Mr. A.L. Non-Executive Director Gooneratne (Alternate Director to Mr. N.J. De Silva Deva Aditya in the parent company’s Directorate) Mr. J.M.S. Brito (Appointed w.e.f Non-Executive Director 23.05.2019)

Composition of the Audit Committee is in line with Section 7.10.6 (a) of the Listing Rules of the Colombo Stock Exchange where majority of the Non-Executive Directors are determined to be independent. The Audit Committee met 11 times during the year and the report of its activities is given on pages 109 to 111 of the Annual report 2019/20.

As the Company belongs to the tourism segment of Aitken Spence Group, all policy decisions pertaining to the Company are taken by the parent company. Therefore, it is necessary that Board sub committees of the parent company look into the matters of the subsidiary company in order to make sure that the policies and decisions of the subsidiary are in conformity with that of the parent company.

8 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Related Party Transactions Review Committee The Company encourages effective The Related Party Transactions Review Committee of Aitken Spence PLC functions as the communication with shareholders who Related Party Transactions Review Committee of the Company and provides feedback to are engaged through multiple channels the Board of Aitken Spence Hotel Holdings PLC on relevant material matters in line with its of communication, including the Annual mandate. The composition of the Committee is given below which complies with Section General Meeting (AGM), Annual Report, 9.2.2 of the Listing Rules of the CSE. Interim Financial Statements, a dedicated investor relations page on the Company’s TABLE 4: COMPOSITION OF THE RELATED PARTY TRANSACTIONS REVIEW COMMITTEE website, press releases, social media platforms and announcements to the Related Party Transactions Review Committee Colombo Stock Exchange. The Board Mr. R. N. Asirwatham (Chairman) Independent Non-Executive Director recognises its responsibility to present a Mr. G. C. Wickremasinghe Independent Non-Executive Director balanced and understandable assessment of the Group’s financial position, performance Mr. C. H. Gomez Independent Non-Executive Director and prospects and is committed to fair Mr. N. J. De Silva Deva Aditya/Mr. A.L. Non-Executive Director disclosure, with emphasis on the integrity, Gooneratne (Alternate Director to Mr. timeliness and relevance of the information N.J. De Silva Deva Aditya in the parent provided. company’s Directorate) Mr. J.M.S. Brito (Appointed w.e.f Non-Executive Director The Annual General Meeting is the principal 23.05.2019) forum for engaging with shareholders and 50 shareholders holding 77.67% of shares The Related Party Transactions Review Committee met 4 times during the year and the attended and voted at the meeting held on report of its activities is given on pages 114 to 115 of the Annual report 2019/20. 28th June 2019.

Remuneration Committee External Auditors The Remuneration Committee of Aitken Spence PLC acts as the Remuneration Committee The External Auditor is appointed subject of the Company as permitted by Section 7.10.5 (a) of the Listing Rules of the Colombo Stock to the provisions of the Companies Act Exchange. The Company has complied with the policies and procedures set out by the Group No. 7 of 2007. The Audit Committee Remuneration Committee. The composition of the Committee is given below which complies makes recommendations to the Board with the requirement of Section 7.10.5 (a) of the Listing Rules of the CSE. for the appointment, re-appointment or removal of the External Auditor inline TABLE 5: COMPOSITION OF THE REMUNERATION COMMITTEE with professional and ethical standards and regulatory requirements. Further, it Remuneration Committee monitors and reviews the External Auditor’s Mr. G. C. Wickremasinghe (Chairman) Independent Non-Executive Director independence, objectivity and effectiveness Mr. R. N. Asirwatham Independent Non-Executive Director of the audit process considering relevant Mr. C. H. Gomez Independent Non-Executive Director professional and regulatory requirements.

The Remuneration Committee met one time during the year and the report of its activities is In assigning of non-audit services to given on page 112 of the Annual report 2019/20. External Auditors, the Audit Committee ensures that the external auditor has Code of Ethics and Professional Conduct the necessary skills and experience Aitken Spence Hotel Holdings PLC complies with the Group’s Code of Ethics which is for the assignment and ascertains that designed to guide all employees with regard to conduct within and outside the workplace independence and objectivity in carrying which may concern the employees in relation to their position in the Company. It clearly out his duties and responsibilities will not be expresses how an employee should act with integrity under different circumstances. The impaired. Board ensures that Directors and all employees strictly comply with the Group code of ethics in exercising their duties, communications, role modeling and in any other circumstances, so On the recommendation of the Board, the as to uphold the Group’s image. Strict disciplinary actions are initiated for any violation of the shareholders approved the reappointment Group code of ethics. of Messrs. KPMG (Chartered Accountants) as the External Auditors for 2019/20 at the Shareholder Relations last AGM in compliance with Section 163 (3) of the Companies Act No. 07 of 2007. At the close of the financial year 2019/20, the Company had 3,659 shareholders. National Institutions and individuals held 99.68% of shares while Foreign Investors held the remaining 0.32%. Aitken Spence PLC is the largest shareholder owning 71.21% of shares at close while the 20 largest shareholders held 92.05%.

Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 9 CORPORATE GOVERNANCE

Internet of Things & Cyber Security is also reviewed by the Board through the Awards for ESG Reporting in Audit Committee minutes. The information The Company engages with customers 2019/20 across several social media platforms, the security division conducts regular corporate website and through online vulnerability assessments on all IT related aggregators with an increasing number systems and a dedicated central IT team is of bookings originating from online in place to support all IT related matters of engagements. We are also custodians of the Group. significant information assets which we have a responsibility to safeguard. Therefore, Environment, Society and Governance IoT and cybersecurity are key concerns for Reporting (ESG Reporting) the Board and receive significant attention The Company has a proud history of being on the agenda. We have implemented a a pioneer in ESG reporting in the country state of the art Property Management and awards won affirm high levels of and Reservations software and Enterprise commitment to transparency and a passion Best Integrated Report - Hotels & Travel Sector - Resource Planning software across the for excellence in ESG reporting. We are the CMA Excellence in Integrated Reporting Group which are reviewed regularly. only company to have won all three awards Awards 2019 for Corporate Reporting in the country Intelligent automation has caught in 2019 in the Leisure sector as set out significant attention in the sector. This alongside. The following reports address the will bring in competitive advantages in requirements of the Code. productivity, accuracy, speed and cost of a transaction. Hence Robotic Process TABLE 6: ESG REPORTING Automation and seamless integrations using advance integration platforms has Principle as per Code Reference been introduced in bringing in Intelligent Principle 1 - Reporting Financial Capital Automation. Additionally, the sector of Economic – page 58 to 63 expanded its Enterprise Resource Planning Sustainability of the Annual (ERP) capability by extending the use of the Report 2019/20 ERP to all operational hands in enhancing Gold Award Winner - Leisure & Connected Principle 2 - Reporting Natural Capital visibility and decision making. The digital Services Category - ACCA Sustainability Reporting on the Environment - page 90 to 96 Awards 2019 drive has enabled agilcybere and online of the Annual access to enable digital processing, with less Report 2019/20 paper handling. Principle 3 - Reporting Human Capital on Labour Practices - page 72 to 77 We have also implemented IT policies across of the Annual the Group which provide for adequate Report 2019/20 systems and controls and disaster recovery Principle 4 - Reporting Social & capability to facilitate safeguarding of the on Society Relationship Group’s information assets. The Company Capital - page is also compliant with the payment card Principle 5 - 83 to 89 of the industry data security standards using Reporting on Product Annual Report tools and services from a leading specialist Responsibility 2019/20 third party provider. The Chief Information Security Officer (CISO) supported by Principle 6 - Reporting Shareholder Winner - Group IT of the AS Group is responsible on Stakeholder Relations of this Hotel Sector at 55th Annual Report Awards 2019 for ensuring the security of interacting identification, Report conducted by CA Sri Lanka sources and third party platforms which engagement are necessary for our business. CISO is a and effective member of the IT Steering committee and communication reports to the CFO of Aitken Spence PLC, Principle 7 - About this who is a member of the Group Supervisory Sustainable reporting report - page 5 Board and IT Steering Committee. to be formalised as of the Annual Cybersecurity is discussed at the monthly part of the reporting Report 2019/20 IT Steering Committee meetings and process and to take subsequently at the Audit Committee place regularly meetings, with matters escalated to the Board of Aitken Spence Hotel Holdings PLC, where deemed necessary considering risk, impact and other prudential measures. It

10 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Declarations by Board, CEO & CFO & Governance Disclosures The Annual Report includes the following reports of the Board and its Committees providing key declarations on effective discharge of their duties.

• Annual Report of the Board of Directors - page 117 to 120 of the Annual Report 2019/20

• The Board of Directors’ Statement on Internal Control - page 121 to 122 of the Annual Report 2019/20

• Responsibility for preparation and presentation of Financial Statements - page 133 of the Annual Report 2019/20

• Reports of the Board Committees - page 109 to 115 of the Annual Report 2019/20

• Corporate Governance Report - this Report

The Board has obtained a declaration from the Managing Director and the Assistant Vice President-Finance to affirm that the financial records of the entity have been properly maintained and that the financial statements comply with the Sri Lanka Financial Reporting Standards giving a true and fair view of the financial position and performance of the Group. Further, they also confirm that the systems of risk management and internal control operate effectively.

The Board further acknowledges its responsibility of ensuring the integrity of this Annual Report, which is in the opinion of the Board, addresses all the concerns that are mentioned to the Company’s ability to create sustainable value and reflects a fair presentation of the integrated performance of Aitken Spence Hotel Holdings PLC.

TABLE 7: COMPLIANCE WITH THE COMPANIES ACT NO. 07 OF 2007

Section Requirement Reference Compliance Status

168 (1) (a) Any change during the accounting period in the Refer Annual Report of the Board of Directors on pages √ nature of business of the Company or any of its 117 to 120 of the Annual Report 2019/20 subsidiaries and the classes of business in which the Company has an interest

168 (1) (b) Financial Statements of the Company and the Group Refer Financial Statements on pages 130 to 234 and √ for the accounting period completed and signed. Annual Report of the Board of Directors on pages 117 to 120 of the Annual Report 2019/20

168 (1) (c) Auditors’ report on Financial Statements of the Refer Financial Statements on pages 130 to 234 and √ Company and the Group Annual Report of the Board of Directors on pages 117 to 120 of the Annual Report 2019/20

168 (1) (d) Change of accounting policies during the accounting Refer Annual Report of the Board of Directors on pages √ period 117 to 120 of the Annual Report 2019/20

168 (1) (e) Particulars of entries in the interest register made Refer Annual Report of the Board of Directors on pages √ during the accounting period 117 to 120 of the Annual Report 2019/20

168 (1) (f) Remuneration and other benefits paid to the Refer Annual Report of the Board of Directors on pages √ Directors during the accounting period 117 to 120 of the Annual Report 2019/20

168 (1) (g) Total amount of donations made by the Company Refer Annual Report of the Board of Directors on pages √ during the accounting period 117 to 120 of the Annual Report 2019/20

168 (1) (h) Directorate of the Company and the Group as at the Refer Annual Report of the Board of Directors on pages √ end of accounting period along with the changes 117 to 120 of the Annual Report 2019/20 occurred during the accounting period

168 (1) (i) Amounts payable to the Auditors as audit fees and Refer Annual Report of the Board of Directors on pages √ fees payable for other related services provided by 117 to 120 of the Annual Report 2019/20 them

168 (1) (j) Relationship or interest of the Auditors with the Refer Annual Report of the Board of Directors on pages √ Company or any of its subsidiaries 117 to 120 of the Annual Report 2019/20

168 (1) (k) Annual Report of the Board of Directors be signed on Refer Annual Report of the Board of Directors on pages √ behalf of the Board 117 to 120 of the Annual Report 2019/20

Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 11 CORPORATE GOVERNANCE

TABLE 8: COMPLIANCE WITH THE CONTINUING LISTING REQUIREMENTS - SECTION 7.6 ISSUED BY THE COLOMBO STOCK EXCHANGE - CONTENTS OF ANNUAL REPORT

Section Requirement Nature of Compliance by Aitken Spence Hotel Compliance Holdings PLC Status

7.6 i) Names of Directors of the entity Refer Corporate Information on page 251 of the √ Annual Report 2019/20

7.6 ii) Principal activities of the entity and its subsidiaries Refer Group Directorate on pages 248 to 250 of the √ during the year under review Annual Report 2019/20

7.6 iii) 20 largest holders of voting and non-voting shares Refer Investor Information on pages 241 to 245 of the √ and the percentage of shares Annual Report 2019/20

7.6 iv) The public holding percentage, float adjusted market Refer Investor Information on pages 241 to 245 of the √ capitalisation, the options of compliance with the Annual Report 2019/20 minimum public holding requirement

7.6 v) Directors and CEO’s holding in shares of the entity at Refer Investor Information on pages 241 to 245 of the √ the beginning and end of each year Annual Report 2019/20

7.6 vi) Information pertaining to material foreseeable risk Refer Risk Management on pages 38 to 43 of the √ factors Annual Report 2019/20

7.6 vii) Details of material issues pertaining to employees Refer Human Capital of integrated Management √ and industrial relations Discussion & Analysis on pages 72 to 77 of the Annual Report 2019/20

7.6 viii) Extents, locations, valuations and the number of Refer Note 17.3.1 to the Financial Statements on page √ buildings of the entity’s land holdings and investment 176 and Real Estate Holdings of the Group on page properties 247 of the Annual Report 2019/20

7.6 ix) Number of shares representing the stated capital Refer Investor Information on pages 241 to 245 of the √ Annual Report 2019/20

7.6 x) Distribution schedule of the number of holders and Refer Investor Information on pages 241 to 245 of the √ the percentage of their total holding Annual Report 2019/20

7.6 xi) Ratios and market price information Refer Investor Information on pages 241 to 245 of the √ Annual Report 2019/20

7.6 xii) Significant changes in the entity’s or its subsidiaries Refer Note 17 Financial Statements on pages 174 to √ fixed assets and the market value of land 177 of the Annual Report 2019/20

7.6 xiii) If during the year the entity has raised funds either The Company had no public issue, rights issue or N/A through a public issue, rights issue and private private placement during the year under review placement

7.6 xiv) Employee share options/purchase schemes As at date, the Company has no share options/ N/A purchase schemes made available to its Directors or employees

7.6 xv) Corporate governance disclosures Refer Corporate Governance on pages 98 to 108 of the √ Annual Report 2019/20

7.6 xvi) Related party transactions Refer Not 49 to the Financial Statements on pages 225 √ to 232 of the Annual Report 2019/20

12 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 TABLE 9: COMPLIANCE WITH THE CONTINUING LISTING REQUIREMENTS - SECTION 7.10 ISSUED BY THE COLOMBO STOCK EXCHANGE - CORPORATE GOVERNANCE RULES FOR LISTED COMPANIES

Section Requirement Disclosure Compliance Status

7.10.1(a) Non-Executive Directors (NED) Refer Board Composition of this Report √ - At least two or one third of the Directors, whichever is higher, should be Non- Executive Directors

7.10.2(a) Independent Directors Refer Independence of √ - Two or one-third of Non-Executive Directors, Non-Executive Directors of this Report whichever is higher, should be independent

7.10.2(b) Independence of Directors Refer Independence of √ - Each Non-Executive Director should submit a Non-Executive Directors of this Report declaration of Independence/ Non-Independence

7.10.3(a) Disclosure relating to Directors Refer Independence of √ - The names of Independent Directors should be Non-Executive Directors of this Report disclosed in the Annual Report

7.10.3(b) Independence of Directors Refer Independence of √ - The Board shall make a determination annually as Non-Executive Directors of this Report to the Independence or Non-Independence of each Non-Executive Director

7.10.3(c) Disclosure relating to Directors Refer Board profiles of the Directors on the pages 16 √ - A brief resume of each Director should be included to 18 of the Annual Report 2019/20 in the Annual Report including the Director’s areas of expertise.

7.10.3(d) Appointment of new Directors Upon the appointment of a new Director to the Board, √ - Provide a brief resume of any new Director the Company informs the Colombo Stock Exchange appointed to the Board with a brief resume of such a Director containing the nature of his expertise, relevant interest, other directorships held, memberships in Board Committees and the nature of appointment. There were no new appointments to the Board of the Directors during the year under review

7.10.5 Remuneration Committee Refer Remuneration Committee Report on page 112 of √ - A listed company shall have a Remuneration the Annual Report 2019/20 Committee

7.10.5(a) Composition of Remuneration Committee Refer Remuneration Committee Report on page 112 of √ - Shall comprise of Non-Executive Directors, a the Annual Report 2019/20 majority of whom shall be Independent

7.10.5(b) Functions of Remuneration Committee Refer Remuneration Committee Report on page 112 of √ - The Remuneration Committee shall recommend the the Annual Report 2019/20 remuneration of the Chief Executive Officer and the Executive Directors

7.10.5(c) Disclosure in the Annual Report relating to Refer Remuneration Committee Report on page 112 √ Remuneration and Note 12 and 49.2 in the Financial statements on - The Annual Report should set out; pages 165 to 234 of the Annual Report 2019/20 a) Names of the Directors comprising the Remuneration Committee b) Statement of Remuneration policy c) Aggregate remuneration paid to Executive and Non-Executive Directors

7.10.6 Audit Committee Refer Audit Committee Report on pages 109 to 111 of √ - A listed company shall have an Audit Committee the Annual Report 2019/20

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Section Requirement Disclosure Compliance Status

7.10.6(a) Composition of Audit Committee Refer Audit Committee Report on pages 109 to 111 of √ - Shall comprise of Non-Executive Directors, a the Annual Report 2019/20 majority of whom are Independent - Chief Executive Officer and the Chief Financial Officer should attend Audit Committee Meetings - The Chairman of the Audit Committee or one member should be a member of a professional accounting body

7.10.6(b) Audit Committee Functions Refer Audit Committee Report on pages 109 to 111 of √ - Should be as outlined in Section 7.10 of the Listing the Annual Report 2019/20 Rules

7.10.6(c) Disclosure in the Annual Report relating to Audit Refer Audit Committee Report on pages 109 to 111 of √ Committee the Annual Report 2019/20 a) Names of the Directors comprising the Audit Committee b) The Audit Committee shall make a determination of the independence of the Auditors and disclose the basis for such determination c) The Annual Report shall contain a Report of the Audit Committee in the prescribed manner

9.3.2 Related Party Transactions Review Committee Refer Related Party Transactions Review Committee √ a) Details pertaining to Non-Recurrent Related Party Report on pages 114 to 155 of the Annual Report Transactions 2019/20 b) Details pertaining to Recurrent Related Party Transactions c) Report of the Related Party Transactions Review Committee d) Declaration by the Board of Directors as an affirmative statement of compliance with the rules pertaining to Related Party Transactions, or a negative statement otherwise

14 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 TABLE 10: COMPLIANCE WITH THE REQUIREMENTS OF THE CODE OF BEST PRACTICES ON CORPORATE GOVERNANCE ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF SRI LANKA

Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle A. Directors A.1 The Board A. 1.1 Board Meetings Refer to Meetings & Minutes of this Report √ A1.2 Role of the Board Refer an Effective Board of this Report √ A. 1.3 Compliance with laws and In discharging its duties, the Board seeks independent √ access to independent professional advice from external parties when necessary at professional advice the Company’s expense. All Directors are further encouraged to attend seminars/training programmes relevant and useful to them in enhancing their business acumen and professionalism in carrying out their duties. A 1.4 Access to advice from the Refer Company Secretaries of this Report √ Company Secretary In accordance with section 218 of the Companies Act No. 07 Indemnifying the Board, of 2007 Directors are indemnified against the liabilities which Directors and key may arise in respect of the duties they perform within the management personnel organisation. A 1.5 Independent judgment of Refer Independence of Non-Executive Directors of this Report √ the Directors A 1.6 Dedicating adequate time All Directors devote sufficient time to the affairs of the √ and effort Company to facilitate discharge of their duties effectively. Board papers are circulated at least one week prior to the meeting providing sufficient time to review and call for any further information required to contribute effectively to the deliberations at the Board Meeting. A.1.7 Calls for resolutions One third of the Directors may call for a resolution to be √ presented to the Board in the best interests of the Company. A 1.8 Training of Directors Refer Induction & Training of this Report √ A.2 Chairman and Chief Executive Officer (CEO) Clear division of Roles of the Chairman and the Managing Director are √ responsibilities. No one segregated in line with best practices in Corporate Governance Director with unfettered ensuring that no one Director has unfettered power and power. authority. The Chairman leads the Board, preserving good corporate governance and ensuring that it works effectively, acting in the best interest of the Group. The Managing Director leads the Executive Management and is accountable to the Board for exercise of delegated authority and for the performance of the Group. Their roles and responsibilities are set out of this Report A. 2.1 Combining roles of Chairman Not applicable and CEO A. 3 Chairman’s Role Please refer Role of Chairman of this Report √ A. 4 Financial Acumen All Directors have a sound knowledge of finance ensuring a √ sufficiency of financial acumen as apparent from their Board profiles. Additionally, three Directors are members of reputed professional accounting bodies ensuring a sufficiency of knowledge on matters of finance within the Board.

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Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle A.5 Board Balance A.5.1/A5.2/A.5.3 & Presence of Non-Executive The Board comprises of five Non-Executive Directors namely √ A.5.5 Directors Mr. J.M.S. Brito, Mr. R.N. Asirwatham, Mr. N.J. De Silva Deva Aditya, Mr. C.H. Gomez and Mr. G.P.J. Goonewardena. The Independence of Non- period of service of Mr. R.N. Asirwatham and Mr. C.H. Gomez as Executive Directors Board Members of the Company exceed nine years. Additionally, Mr. R.N. Asirwatham and Mr. C.H. Gomez are Directors of the parent company in which majority of the other Directors of the Company (ASHH PLC) are Directors. However, their period of service and their office of Independent Non-Executive Director of the parent company do not compromise their independence and objectivity in discharging their functions as Non- Executive Directors of the Company. Hence, Mr. R.N. Asirwatham and Mr. C.H. Gomez are determined by the Board to be independent Directors.

Mr. G.P.J. Goonewardena served as an Executive Director of the Company until his retirement on 30.06.2017 which was during the period of two years immediately preceding his appointment as a Non-Executive Director on 30.03.2018. However, his appointment as an Executive Director within two years period immediately preceding his appointment as a Non-Executive Director of the Company does not compromise his independence and objectivity in discharging his functions as a Non- Executive Director of the Company. Hence Mr. G.P.J. Goonewardena is determined by the Board to be an Independent Director. A.5.4 Annual Declaration of Each Non-Executive Director submits a signed declaration √ Independence by the Non- annually with regard to his independence/non-independence Executive Directors against specified criteria. A.5.6 Alternate Director to a Non- During the year under review, there were no appointments of N/A Executive Director alternate Directors. A.5.7/5.8 Senior Independent Director Although the Chairman is not an Independent Director, a Senior Mr Asirwatham Independent Director has not been formally appointed. in his capacity has the lead Independent Director acts as a sounding board to the Chairman on matters of concern. A.5.9 Chairman meeting with the Informal discussions take place on matters that require the √ Non-Executive Directors attention of the Non-Executive Directors. A.5.10 Recording concerns In the event of a matter not being unanimously resolved at a √ Board meeting, the concerns expressed are recorded in the Board Minutes. Minutes of the Board Meetings are circulated to all Directors and adopted at a subsequent Board Meeting. A.6 Supply of Information A.6.1 Obligation of the Directors have unrestricted access to management and √ Management to provide organisation information, as well as the resources required appropriate and timely to carry out their duties and responsibilities effectively. All information Board members receive information regarding operations and performance of the Group on a monthly basis. A.6.2 Timelines - Refer Meetings and Minutes of this Report √

Timely provision of Board Papers

Board meeting minutes

16 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle A.7 Appointments to the Board A.7.1 / A.7.2 Nomination Committee The Nomination Committee of Aitken Spence PLC serves as the √ and the assessment of Nomination Committee of the Company. The members of the composition of the Board committee are composed of the chairman and two Independent Non-Executive Directors. The Nomination Committee Report provides further information on page 113 of the Annual Report 2019/20 A.7.3 Disclosure of Appointment Upon the appointment of a new Director to the Board, the √ of a New Director Company informs the Colombo Stock Exchange with a brief resume of such a Director containing the nature of his expertise, relevant interest, other directorships held, memberships in Board Committees and the nature of appointment.

There were no new appointments to the Board of Directors during the year under review. A.8 Re-election A.8.1 /A.8.2 Re-election Except the Chairman and the Managing Director all the other √ Directors are subject to retirement by rotation in terms of the Articles of Association of the Company. The retiring Directors and all the Directors who are over 70 years of age whose tenure of office is determined in terms of the Companies Act No.7 of 2007, submit themselves for re-election /re-appointment by the shareholders of the Company at the forthcoming Annual General Meeting of the Company. A.8.3 Resignation Refer Appointment, Re-appointment, Re-election and √ Resignation of the Directors’ of this Report A.9 Appraisal of Board Performance A.9.1/A.9.2/ Appraisals of the Board and Refer Board Evaluation of this Report √ the sub committees A.9.3/A.9.4 A.10 Disclosure of Information in Respect of Directors A.10.1 Profiles of the Board of The names of the Directors of the Board and their profiles are √ Directors and other related given on pages 16 to 18 of the Annual Report 2019/20 information A.11 Appraisal of Chief Executive Officer A.11.1/A.11.2 Setting of the annual targets The performance evaluation of the Chief Executive Officer √ and the appraisal of the CEO carried out by the Chairman, in line with the financial and non- financial objectives set out in consultation with the Board at the commencement of each financial year. B. Directors’ Remuneration B.1 Remuneration Procedure

B.1.1 Set up a Remuneration Refer Directors’ Remuneration on page 112 of the Annual √ Committee with agreed Report 2019/20 terms of reference The Report of the Remuneration Committee on page 112 of the Annual report 2019/20 gives the composition of the Committee and a description of its activities during the year. B.1.2 Remuneration Committee Refer Remuneration Committee on page 112 of the Annual √ to consist of Non-Executive Report 2019/20 Directors only

B.1.3 List names of Remuneration Refer Remuneration Committee on page 112 of the Annual √ Committee in Annual Report Report 2019/20

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Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle B.1.4 Determination of the Remuneration of Non-Executive Directors reflects the time √ remuneration of the Non- commitment and responsibilities of their role. They are Executive Directors remunerated based on their attendance at Board and/or Committee meetings.

No Director is involved in determining his or her own remuneration. B.1.5 Consultation with the The Remuneration Committee consults the Chairman and the √ Chairman and the Managing CEO on the proposals of the Committee regarding Executive Director Director remuneration and that of the Corporate Management Team. No Director is involved in determining his/her own remuneration. B.2 The Level & Makeup of Remuneration B.2.1/B.2.2/ The level and makeup The Remuneration Committee is responsible for evaluating the √ B.2.3/B.2.4 of the remuneration of performance of the Managing Director, Executive Directors and Directors and comparison the individual and collective performance of the Directors and of remuneration with other Senior Management. Remuneration packages are structured companies to attract, retain and motivate them taking into consideration their roles and responsibilities, skills, experience, attributes. The Committee also considers external factors such as cost of living, inflation and industry norms. B.2.5 Performance based Performance based remuneration of employees, including √ remuneration Executive Directors and Senior Management, is directly linked to the achievement of agreed targets and goals by the company and the individual . B.2.6 Executive share options As at date, the Company has no share option available to its N/A Directors. B.2.7 Designing schemes of Refer the Report of the Remuneration Committee on page 112 √ performance based of the Annual Report 2019/20. remuneration B.2.8/B.2.9 Early Termination of The Remuneration Committee determines the remuneration of √ Directors Directors in the event of early termination. B.3 Disclosure of Remuneration B.3.1 Disclosure of Remuneration Refer the Report of the Remuneration Committee on page 112 √ and the Financial Statements on pages 130 to 234 of the Annual Report 2019/20. C. Relations with Shareholders C.1 Constructive use of AGM and Conduct of Meetings C.1.1 Dispatch of Notice of Notice of Meeting, the Agenda for the Annual General Meeting √ AGM and related papers to and the Annual Report are circulated to shareholders within the shareholders stipulated time in the Articles of Association and the Code. C.1.2 Separate resolution for Separate resolutions are proposed for substantially separate √ substantially separate issues. issues to provide shareholders the opportunity to deal with each significant matter separately. C.1.3 Accurate recording and All proxy appointments received are duly recorded and counted √ counting valid proxy in respect of each resolution, where a vote has been taken appointments received for by a show of hands. In the event the appropriate number of general meeting shareholders give their intimation in writing and request for a poll, the procedure involved in voting would be circulated. In the absence of such intimation, all issues at the AGM will be passed by a show of hands. C.1.4 Availability of Chairman of The Chairmen of the Board Committees are present to answer √ Board Committees at the any queries of the shareholders directed to them by the Annual General Meeting Chairman of the Company.

18 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle C.1.5 Summary of Notice of In the event the appropriate number of shareholders give their √ General Meetings and intimation in writing and request for a poll, the procedures procedures governing voting involved in voting would be circulated. In the absence of such at General Meetings intimation, all issues at the Annual General Meeting will be passed by a show of hands. C.2 Communications with shareholders C.2.1 to C.2.7 Communications with Refer Shareholder Relations of this Report √ Shareholders C.3 Major & Material Transactions C.3.1 & C.3.2 Disclosure of Major During the financial year there were no major transactions, √ Transactions which materially altered the Company’s net asset base or the consolidated Group’s net assets base.

In the unlikely event that the net assets of the Company fall below half of shareholders’ funds, the shareholders of the Company would be notified and an Extraordinary General Meeting would be called to propose the way forward in terms of the necessary statutory and regulatory requirements. D. Accountability & Audit D.1 Financial Reporting D.1.1 Board’s responsibility in Refer Accountability & Audit of this Report. √ presenting a balanced Annual Report D.1.2 Interim and price sensitive In preparing annual and quarterly Financial Statements, the √ reports to public and Company complies with the requirements of the: regulators • Companies Act No. 07 of 2007, • Sri Lanka Accounting Standards and • Listing Rules of the Colombo Stock Exchange. The annual and interim Financial Statements were published within the time periods prescribed by the Listing Rules of the Colombo Stock Exchange. D.1.3 CEO/CFO Declaration The Statement of Financial contains a declaration by the √ Managing Director and the Assistant Vice President - Finance. D.1.4 Directors’ Report Refer Annual Report of the Board of Directors on pages 117 to √ declarations 120 of the Annual Report 2019/20. D.1.5 Statements on Refer the following: √ responsibilities for • Statement of Directors’ responsibilities on page 116 of the preparation of financial Annual Report 2019/20 statements and internal control • Statement on Internal Control on page 121 to 122 of the Annual Report 2019/20 D.1.6 Management discussion & Refer Capital Reports on page 58 to 96 which provides a √ analysis comprehensive management discussion and analysis of the Group’s operations D.1.7 Serious loss of capital In the unlikely event that the net assets of the Company fall √ below half of shareholders’ funds, the shareholders of the Company would be notified and an Extraordinary General Meeting would be called to propose the way forward. D.1.8 Related Party transactions Refer the following disclosures on Related Party Transactions: √

• Relates Party Transactions Review Committee Report – Pages 114 to 115 of the Annual Report 2019/20

• Annual Report of the Board of Directors – Pages 117 to 120 of the Annual Report 2019/20

• Note 49 in the Financial Statements of the Annual Report 2019/20

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Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle D.2 Risk Management & Internal Control D.2.1 Monitor, review and report The following reports provide details on compliance with these √ on financial, operational and requirements: compliance risk and internal control systems D.2.2 Confirm assessment of √ • Risk Management Report - page 38 to 43 of the Annual the principal risks of the Report 2019/20 company D.2.3 Internal Audit • Directors’ Statement on Internal Controls - page 121 to 122 √ D.2.4 Require Audit Committee to of the Annual Report 2019/20 √ carry out reviews of & Board • Audit Committee Report – page109 to 111 of the Annual responsibility for disclosures Report 2019/20 D.2.5 Compliance with Directors’ √ responsibilities as set out by the Code D.3 Audit Committee D.3.1 Establish an Audit Audit Committee comprises 5 Non-Executive Directors of √ Committee comprising whom 3 are independent. Refer Audit Committee Report on wholly of Non-Executive pages 109 to 111 of the Annual Report 2019/20. Directors of which at least 2 must be independent D.3.2 Written Terms of Reference The Audit Committee has a written Terms of Reference which √ for Audit Committee is summarized in the Audit Committee Report on pages 109 to 111 of the Annual Report 2019/20. D.3.3 Disclosures The Audit Committee Report with required disclosures are given √ on pages 109 to 111 of the Annual Report 2019/20 D.4 Related Party Transactions Review Committee D.4.1/D.4.2/ Related Party Transactions Refer √ Review Committee D.4.3 • Related Party Transactions Review Committee of this Report

• Report of the Related Party Transactions Review Committee on page 114 to 115 of the Annual report 2019/20 D.5 Code of Business Conduct & Ethics D.5.1 Board declaration for Refer Code of Ethics and Professional Conduct of this report √ compliance with Code D.5.2 Price sensitive information Material and price sensitive information is promptly disclosed to √ the CSE by the Company Secretaries. D.5.3 Monitor Share purchase by Immediate disclosures of Directors pertaining to acquisition/ √ Directors/ KMPs disposal of relevant interest in shares issued by the Company are obtained from the Directors in accordance with Section 200 of the Companies Act No. 7 of 2007 and necessary disclosures are made to the CSE within two marketsdays. Also refer the Related Party Transactions Review Committee Report of the Annual Report 2019/20. D.5.4 Chairman’s statement Refer the Chairman’s Message and The Board of Directors’ √ Statement on Internal Controls on pages 121 to 122 of the Annual report 2019/20

20 Aitken Spence Hotel Holdings PLC | Corporate Governance Disclosures 2019/20 Reference to ICASL Corporate Governance How we Comply Compliance Status Code Principle D.6 Corporate Governance disclosures D.6.1 Corporate Governance Refer this Report √ disclosures E. Institutional Investors E.1 Institutional Investors E.1.1 Institutional investors Aitken Spence Hotel Holdings PLC conducts regular discussions √ with Institutional Investors. The Annual Report provides a balanced review of the Group’s performance supporting analysis and objective decision making. Shareholders are provided an opportunity to comment, discuss and seek clarifications on any relevant issue with the Chairman and Board at the AGM, on conclusion of formal proceedings or by prior appointment. E.2 Evaluation of Governance Institutional investors are provided sufficient information to √ Disclosures deliberate on matters related to the structure and composition of the Board, facilitating evaluation of the same. F. Other Investors F.1 Investing and divesting The Company provides sufficient relevant and material financial √ decision and non-financial information in its Annual Report to facilitate meaningful analysis and obtaining independent annual advice regarding their investment. F.2 Encouraging shareholder Refer Shareholder Relations of this Report √ participation G. Internet of things and cybersecurity G.1/G.2/G.3/ G.4/ Internet of things and Refer Internet of Things & Cybersecurity of this Report √ G.5 cybersecurity H. Environment, Society & Governance H Environment, society and Refer Environment, Society and Governance Reporting (ESG √ governance Reporting) of this Report

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