Integrated Annual Report 2022/23

Chairman’s Statement on Corporate Governance Report

Expolanka’s Board of Directors, together with the corporate management, uphold the highest standards of corporate governance to ensure the Group’s ability to create sustainable value for all stakeholders. The Board functions as the apex body responsible for the Group’s corporate governance structure and processes. Risk Management is a key component of the Group’s governance procedures and is incorporated across every stage of the business and across all business units.

Our corporate governance practices are in compliance with the Code of Best Practice on Corporate Governance issued jointly by the Institute of Chartered Accountants of Sri Lanka (ICASL), Securities and Exchange Commission of Sri Lanka (SEC), Companies Act No.7 of 2007, Listing Rules of the Colombo Stock Exchange (CSE) and Code of Business Conduct and Ethics.

During the year under review, the Board of Directors, Board Committees, Corporate Management, and Heads of Business Units coordinated closely to navigate a challenging economic environment and adequately respond to developments in the global business landscape.

Governance Framework

Expolanka Group’s governance framework is based on the principles of accountability, transparency, and ethical management. As a responsible corporate citizen with over 40 years in business, our governance framework has evolved over time to incorporate global and local best practices, align with regulations, and uphold the trust of our valued stakeholders.

The Board-approved governance framework provides a vision for responsible governance and delineates processes for decision-making and adoption of responsible behaviour across operations. The Group’s corporate governance charter outlines the mandate, roles, and responsibilities with regard to corporate governance practices and procedures.

As a business entity with a rapidly growing network and footprint, we continuously review the framework to ensure it is best suited to the evolving needs of our stakeholders and the pace of our growth trajectory. Considering developments on the global stage, we have also given priority to the Group's sustainability strategy and integration of Environmental, Social, and Governance (ESG) considerations into our decision-making, governance, and risk management functions.

The Corporate Governance Report, details the Group’s corporate governance framework, adoption of governance principles, and status of compliance.

Purpose, Values and Culture

The Board recognises its pivotal role in providing vision and guidance for adoption and propagation of good governance practices across the Group. Our commitment to responsible corporate governance includes inculcating an ethics-based corporate culture within the Expolanka Group. As such, our Core Values and Code of Conduct serve as guiding principles for management and employees alike, supported by a comprehensive suite of current and up-to-date corporate policies.


My fellow Directors and I are committed to the highest standards of corporate governance, in ensuring the Company functions in an ethical, efficient, and effective manner whilst nurturing an entrepreneurial culture. The Board plays a critical role in shaping the culture of the Group, underpinned by the Group’s Code of Ethics and Business Conduct, and Directors are conscious of their duty to comply with all pertinent laws, regulations, internal controls, and approved policies.

As required by the Code of Best Practice on Corporate Governance 2017 issued by the Institute of Chartered Accountants of Sri Lanka, I hereby confirm that I am not aware of any material violations to the Code of Ethics and Business Conduct within the Expolanka Group, having been appointed as the Chairman of the Board on 1 of July 2020.

Non Executive Chairman

30 June 2023


GRI: 2-9/2-13/2-24

Governance Structure

The Board of Directors of Expolanka identifies and accepts that good governance, accomplished through an ethical culture, effective control, competitive performance and legitimacy is able to enhance long term equity performance and to build sustainable value. In order to achieve the same, Expolanka has designed its governance structure based on principles of accountability, transparency, ethical management and fairness; and has been evolving throughout the years, to keep in line with the changes in the business, regulatory developments and best practices.

Accordingly, the Board of Directors, including the Chairman, is the apex body responsible for the stewardship function of the Company and is the top most unit which assumes responsibility and accountability for the continuance and development of premier standards of corporate governance.

Expolanka Holdings PLC Board provides direction and leadership to the Group and assumes collective responsibility for the overall governance, performance, strategy and affairs of the Group. The Board has delegated functions warranting greater attention, to three Board Subcommittees in line with its mandate as set out in the Corporate Governance Charter. However, the Board retain the right of concluding a final decision of matters under the purview of Subcommittees, which is in line with the business strategy and objectives.

Further details of Board Subcommittees are provided in respective Subcommittee reports.


Board Meeting and Attendance

Name of the Director 27 April 2022 26 July 2022 27 October 2022 26 January 2023 Attendance eligibility Attended
1. Mr Hitoshi Kanahori* 4 4
2. Mr Hanif Yusoof 4 4
3. Mr Harsha Amarasekera 4 4
4. Mr Sanjay Kulatunga 4 4
5. Mr Ha Yo* 4 4
6. Mr Akira Oyama* 1 1
7. Mr Bokuto Yamauchi* 3 3

Present – Excused

* Mr Hitoshi Kanahori resigned with effect 31 March 2023 and was replaced by Mr Junji Shimasaki. Mr Bokuto Yamauchi was appointed to the Board on 7 June 2022 and was appointed as the Chairman and Mr Ha Yo was appointed as an Executive Director. Mr Akira Oyama resigned with effect 7 June 2022.


Board Composition

Governance Framework

A robust framework of structures, policies, procedures and processes ensure that the standards and values are upheld throughout the group thereby supporting good governance practices, leading to greater transparency within the Group.

The corporate governance framework of the Company comprise of the following:

  • Articles of Association
  • Terms of Reference of Board and Board Subcommittees
  • Code of Business Conduct and Ethics
  • Policies and Procedures
  • Organisation Structure
  • Risk Management Framework

The Board takes into account, Code of Best Practice in Corporate Governance jointly issued by the Institute of Charted Accountants of Sri Lanka, Securities and
Exchange Commission and Listing Rules of Colombo Stock Exchange in setting the Governance Framework. The disclosures below indicate the level of conformance pertaining to the same.

Governance Checklist

This section of the Annual Report outlines the system of governance at Expolanka and its adherence to the requirements of the Code of Best Practice on Corporate Governance jointly issued by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission which comprises of eight fundamental
aspects namely:

  • Directors
  • Directors’ Remuneration
  • Relationship with Shareholders
  • Accountability and Audit
  • Institutional investors
  • Other investors
  • Internet of things and Cyber Security
  • Environment, Society and Governance (ESG)

GRI: 2-12/2-23

Section 1 – The Company

Section 2 – Shareholders

Section b