| Guiding Principals | |
| GP1 | Always follow traffic rules, including those specific to on-site traffic, operation of transport trucks, fork lifts and heavy moving equipment. |
| GP2 | Always follow lock out / tag out procedures. |
| GP3 | Never impair, bypass or remove machinery safety interlocks and/or installed barriers with the equipment in operation. |
| GP4 | Always follow procedures and requirements for working at height and use the required fall protection equipment. |
| GP5 | Always follow procedures and requirements for confined space entry. |
| GP6 | Always follow procedures and requirements for hot work, line cutting and dismantling operations |
| GP7 | Always carry out a proper Job Safety Assessment before engaging in any work and ensure an authorized work permit is in place |
| GP8 | Always use relevant Personnel Protective Equipment |
| GP9 | Never walk past and unsafe act or condition. Report it and help prevent an accident as your duty of care |
| GP10 | Safety first in every aspect |
INTRODUCTION
Lion Brewery (Ceylon) PLC is committed to making a positive contribution to society and the environment by developing and implementing ethical business practices. We take pride and responsibility, in being an ethical business, and we expect our Business partners and Suppliers to have the same goals. Thereby strengthening the collective responsibility we all share towards building a sustainable future. Lion Brewery (Ceylon) PLC is committed to and supportive of the principles of the United Nations Global Compact and The Ethical Trading Initiative (ETI) and we encourage our business partners to follow the same.
SCOPE
This Policy applies to all our Business partners and Suppliers and as such is an integral part of all agreements and transactions, between Lion Brewery (Ceylon) PLC and any Business partner / Supplier we work with. We expect that in turn, this Policy extends to all of our Business partner / Supplier’s employees, respective supply chains and related parties. Lion Brewery (Ceylon) PLC will continuously strive to strengthen its best practices and expects others working with us to do the same by putting in place systems and processes and providing training. Towards inculcating these best practices in their own operating networks and to ensure that this Policy remains updated and relevant, Lion Brewery (Ceylon) PLC will revise the Policy as needed and will thereon inform relevant parties of the same.
DEFINITIONS AND PROCEDURE
1.COMPLIANCE
Business partner / Supplier must comply with applicable laws and regulations at all times and this code strives to establish behaviours that Lion Brewery (Ceylon) PLC believes its partners should adopt, up and beyond the applicable laws and regulations. We are confident that our Business partners / Suppliers will always be ready to prove their compliance with this Policy. Lion Brewery (Ceylon) PLC believes that the foundation to a long and collaborative business partnership is built on open, honest and transparent communication towards building a bond of trust. Business partners / Suppliers must, in the event of any non-compliance with this Policy, inform the relevant Lion Brewery (Ceylon) PLC business partner as soon as possible and strive to remedy any non-compliance in a timely manner. Lion Brewery (Ceylon) PLC reserves the right to audit a Business partner’s / Supplier’s compliance with this Policy and it is expected that the said parties would be supportive of this.
2.LABOUR AND HUMAN RIGHTS
Fair Labour Practices, which we believe to be fundamental to our core values as set out in LBCL Policy Framework are expected from all our business partners for implementation in their own businesses and operations through contractual obligations and regular trainings and relationship management.
2.1 NON-DISCRIMINATION
Suppliers should not discriminate against any employees based on, but not limited to, race, religion, culture, gender, age, political opinion, national origin or extraction, social origin, disability, pregnancy and maternity, sexual orientation, gender identity or expression, union membership or any other illegal arbitrary means. Hiring and employment decisions, including those related to compensation, benefits, promotion, training, discipline, and termination, should be made solely on the basis of the skill, ability, and performance of workers Any employment related decisions, from hiring to termination and retirement, must be based solely on lawful, non-discriminatory criteria, within the applicable legal framework.
2.2 FORCED LABOUR
Business partner / Suppliers should not participate in, or benefit from, any form of forced / slave labour or human trafficking. Due diligence is expected from Business partners and Suppliers with regards to their own supply chains.
2.3 CHILD LABOUR
Business partner / Supplier must not engage in, or benefit from the use of, child labour. All Business partner / Supplier full-time employees must conform to applicable country laws with regards to the minimum age of employment.
2.5 WORKING HOURS, BENEFITS AND WAGES
Business partner / Supplier must adhere to the stricter of applicable Laws or industry standards relating to minimum wages, working hours, overtime and benefits. Business partner / Supplier employees must not be required to work more than the permitted number of hours per week, including overtime, on a regular basis (or more than the limits on regular hours and overtime allowed by applicable Laws). Wages for overtime must be paid in legal tender on a regular basis. Business partner / Supplier employees must be entitled to at least one day off in seven and must be given reasonable breaks while working and sufficient rest periods between shifts. At all times the country law will apply if it is the stricter standard.
2.6 PAID LEAVE
Business partner / Supplier must ensure that all employees are entitled to relevant leave including applicable maternal leave for a new born. Employees who take such leave must not, as a result, face dismissal or threat of dismissal.
3.HEALTH AND SAFETY
Business partner / Supplier must ensure it and its contractors provides its employees with a safe and healthy working environment including rules and procedures to be followed, protective equipment to be used and the training necessary to perform their tasks safely. In addition, Suppliers must actively identify and eliminate, or adequately control, any hazards that present a risk to employees (and other persons present on its sites) and to the environment. Business partner / Supplier must formulate and implement plans that clearly set out adequate measures to safeguard employees and others persons affected by its activities.
3.1 SYSTEMS, DOCUMENTATION AND ACCIDENTS
Business partner / Supplier must, in accordance with applicable Laws, develop and maintain effective systems for: (i) informing and consulting employees on relevant health and safety matters; and (ii) keeping accurate records of occupational accidents, injuries, illnesses and known exposures to health and safety risks at work and (iii) Informing the relevant authorities in the event of an accident as per relevant national guidelines.
3.2EMERGENCY RESPONSE PROCEDURES
Business partner / Supplier must establish and maintain emergency procedures to effectively respond to all health and safety emergencies and industrial incidents affecting its employees, sites or the surrounding community.
3.3 HEALTH AND SAFETY REQUIREMENTS WHILE ON LION BREWERY (CEYLON) PLC SITES
Business partner / Supplier and any personnel under their purview when visiting or working at a Lion Brewery (Ceylon) PLC site shall ensure that they adhere to all the sites environment, health and safety guide lines and conduct themselves in an orderly manner.
4.ENVIRONMENTAL STEWARDSHIP
Business partner / Supplier must comply, and keep up to date, with all current applicable Laws and other requirements relevant to the environmental impacts of its activities, products and services. Supplier must proactively ensure compliance with environmental regulations through ongoing training of all relevant employees, and effective operational control and monitoring across its business activities. Further, in addition to compliance with applicable Laws, Supplier must identify, control and proactively manage any industry-specific significant issues which affect the environment.
4.1MANAGEMENT OF ENVIRONMENTAL ISSUES
Business partner / Supplier must strive to prevent any adverse environmental impact from its activities, products or services, and must operate effective systems to minimise, remedy and report any such adverse impact. Supplier must ensure and be able to demonstrate continuous improvement in its overall environmental performance and must be committed to working with its own suppliers to enhance environmental performance throughout its supply chain. Business partner / Supplier must ensure they comply with applicable Laws in connection with air emissions (including odorous substances), noise pollution, soil pollution, water intake, discharges to ground and surface water and waste processing and disposal. They should at all times strive to conduct their operations without causing a disturbance to their surroundings.
4.2CARBON EMISSION MANAGEMENT
Business partner / Supplier must proactively work to understand and reduce its direct and indirect carbon footprint throughout its supply chain and work on focus areas to reduce its carbon footprint.
4.3WATER MANAGEMENT
If a Business partner / Supplier uses significant amounts of water for non-sanitary consumption, it must maintain procedures regulating water intake and consumption, and solutions for water reduction, reuse or recycling. Business partner / Supplier must pay particular attention to water management in areas where water supplies are at risk. Waste water generated by Business partner / Supplier must be properly treated on site or discharged to an authorised external treatment facility. If Business partner / Supplier uses special chemicals (other than common chemicals used in households or offices) it must: (i) maintain adequate procedures for the identification, procurement, storage, handling, use, recovery and disposal of such chemical substances, including hazardous materials and (ii) maintain valid Material Safety Data Sheets and relevant regulatory approvals.
4.4 WASTE MANAGEMENT
Hazardous waste must not be placed in landfill sites or incinerated on site unless authorised and approved by the applicable authorities. If non-hazardous waste is placed in landfill sites or incinerated on site, supplier must comply with all applicable Laws. Wherever possible Business partners / Suppliers are requested to strive to reduce generation of waste material and if so generated strive to fine avenues of reuse, recycling or upcycling of the material towards Environmental stewardship.
5.BUSINESS ETHICS
5.1CORRUPTION AND BRIBERY
Business partner / Supplier must comply with all applicable Laws relating to anti-corruption in connection with its business activities, and in particular, it must not: (i) try to gain an undue advantage by promising, offering or giving anything of value, directly or indirectly, to any public official, business partner or any other third party; or(ii) engage in any other form of corruption, extortion, embezzlement or fraud that seeks to unjustly obtain improper advantages or otherwise influence the outcome of its business dealings. Supplier must ensure that all relevant employees and third parties have knowledge of and comply with applicable Laws.
5.2 GIFTS AND ENTERTAINMENT
Business partner / Supplier must not offer, fund or donate lavish gifts, extravagant entertainment or hospitality to any employees of, Lion Brewery (Ceylon) PLC, in an attempt to influence business decisions. Supplier must ensure that any gifts and entertainment offered to Lion Brewery (Ceylon) PLC employees are transparent and have a justifiable business rationale. In any event, Suppliers must not offer any gifts, entertainment, hospitality or travel to Lion Brewery (Ceylon) PLC employees working in the procurement, finance or direct contact unit.
5.3 LAND RIGHTS AND TITLES
8.1 Business Partners must follow all applicable national laws relating to the rights of land and national resources ensuring land acquisitions and changes of use are made respecting the rights of individuals and communities impacted. Business Partners must conduct due diligence around land rights and titles during the development of new business opportunities. Business Partners must seek free, prior and informed consent and have a grievance mechanism in place to resolve any disputes over land titles.
4.4. CONFLICT OF INTEREST
Lion Brewery (Ceylon) PLC employees would be exposed to a conflict of interest, if their personal interest may affect their ability to act objectively and in the best interest of Lion Brewery (Ceylon) PLC. Suppliers must not engage in any activity which creates such a conflict of interest or where such a conflict of interest could be reasonably perceived to exist. Suppliers shall immediately take measures to stop any such conflict of interest.
4.5. ECONOMIC SANCTIONS
Lion Brewery (Ceylon) PLC requires its Business Partners to comply with all applicable economic sanctions and export control, laws, regulations, orders, directives, designations, licenses and decisions. As such, Business Partners must implement effective internal controls to minimize the risk of breaching such laws, and to minimize the risk of causing Lion Brewery (Ceylon) PLC to breach such laws, particularly where their work involves international financial transfers or cross-border supply or purchase of products.
5.DATA PROTECTION
Business partner / Supplier must comply with all applicable Laws relating to data protection and the processing of personal data.
6.IMPLEMENTATION AND TRAINING
We expect our Business Partners / Suppliers to undertake the following steps towards proper implementation of this Policy.
CONSEQUENCE OF VIOLATION
Lion Brewery (Ceylon) PLC reserves the right to terminate its agreements, or refuse to do business, with any Business partner / Supplier who fails to comply with this Policy, notwithstanding any provision in any such agreement to the contrary and without thereby incurring any liability toward the Business partner / Supplier.
POLICY MANAGEMENT
This Policy is Approved by the Chief Executive Officer and owned by the Chief Supply Chain Officer who will review this Policy annually for relevance. In the event there are changes either internal or external within this period the Policy shall be reviewed and revised as required. For any specific clarification regarding this Policy you may contact the Chief Supply Chain Officer Lion Brewery (Ceylon) PLC.
Introduction
The Board of Directors (‘the Board’) of Lion Brewery (Ceylon) PLC (‘the Company’) being a subsidiary of Ceylon Beverage Holdings PLC (‘CBHL’) and part of the CBHL group of Companies, will provide strategic guidance to the Company, the effective monitoring of management through oversight and be accountable to the Company and the shareholders. Notwithstanding the above, the Board however, will be responsible for all affairs of the Company, including statutory, mandatory and legislative compliance. The key purpose of the Board is to ensure the Company’s prosperity by collectively directing the Company’s affairs, whilst meeting the appropriate interests of its shareholders and relevant stakeholders.
Board Composition
The Board of Directors of the Company shall at a minimum consist of five (05) Directors. The Company recognizes the importance of reflecting the Company’s culture, traditions, ethos and values in the decision-making process of the Company and also the independence and objectivity in that process. In pursuing a balance, the Company should work towards maintaining a composition which is representative of executive, non-executive and independent directors as the Board thinks fit from time to time whilst meeting the legal and regulatory requirements. The Company also recognizes the need for diversity in the composition of the Board in order to function effectively.
Chairperson and CEO
The Chairperson- The Chairperson shall be a Non-Executive Director. The Chairperson carries out a leadership role in the conduct of the Board and its relations to shareholders and other stakeholders.
The CEO -The position of the CEO (if a CEO is appointed) in essence is to ensure the effective implementation of the Company’s strategic plan and policies established by the Board as well as to manage the daily conduct of the business to ensure its smooth operation.
The CEO is accountable to the Board for the achievement of the Company’s goals and objectives and the CEO is accountable to the Board for the observance of management limitations.
The CEO is expected to act within all specific authorities delegated to him or her by the Board.
Roles of Chairperson and CEO to be not combined
The Board should recognize the importance of having clearly accepted division of power and responsibilities at the head of the Company to ensure a balance of power and authority.
In the event the CEO and other members of the senior management are also members of the Board, the responsibility of the Board needs to be clearly differentiated with that of the running of the business. This is to ensure a balance of power and authority, such that no one individual/s has unfettered powers of decision making.
The position of Chairperson and CEO shall not be held by the same person.
If the Chairperson and the CEO is the same person, if the Chairperson is an Executive Director or the Chairperson and the CEO are Close Family Members or Related Parties as per the definitions in the Corporate Governance Rules of the CSE, then the Company should appoint an Independent Director as the Senior Independent Director (“SID”) and follow the applicable Rules in the Corporate Governance Rules of the CSE relating to the SID.
Procedure of Appraisal of the Board and CEO
The Board should undertake an evaluation of the Board and the CEO (if any) at least annually according to criteria and procedure set out by the Board.
Maximum number of directors
The Board shall consist of a maximum of eleven (11) Directors at any given time and the said number is deemed appropriate from the perspective of efficiency in decision making, effective governance, board dynamics, reduced costs and logistics and enhanced board effectiveness.
Directors to be kept abreast with Listing Rules and on-going compliance and/or non-compliance by the Listed Entity with obligations arising under the Rules.
The Company will provide new directors with materials, briefings and additional educational opportunities to permit them to become familiar with the Company and its corporate governance rules and other legal and regulatory requirements. Directors also are encouraged to attend recognized director education programs at the Company’s expense.
Frequency of Board Meetings and the minimum number of meetings a Director must attend
Board Meetings will be conducted on a quarterly basis and on an ad-hoc basis as deemed necessary. Directors and the Company Secretary are required to attend the Board Meetings. The Directors shall endeavour to attend all Board Meetings but shall attend at least a minimum 75% of Board Meetings per annum in person or by means of audio or audio-visual communication method or platform specified by the Board, unless they have sought and been granted permission by the Chairman on any valid grounds of inability to attend.
Any member of the staff, external parties such as auditor, lawyers and consultants may be invited to attend as and when the need arises.
Trading in securities of the Company and its Group
Directors are named as Restricted Person in the Carson Cumberbatch PLC and Bukit Darah PLC Group Share Trading Policy and are advised to comply with the same.
Maximum number of Directorships
Serving on the Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities efficiently. Accordingly, Directors shall not hold directorships and Alternate Directorships in more than 12 listed companies incorporated in Sri Lanka excluding companies of their primary employment and own businesses. Notwhithstanding herein Executive Directors and CEOs should not take up directorships on boards outside the Group without the prior written approval of the Board which approval shall be subject to an internal process giving consideration to time commitments etc.
Right to participate in meetings via audio-visual means
Board meetings may be held by means of audio or audio-visual communication and all Directors have the right to participate in board meetings via any audio or audio-visual communication.
Board Proceedings and Resolutions
A Meeting of the Board may be held at a time appointed by notice in writing setting out a detailed agenda of the business to be transacted at the meeting accompanied by all documents relevant to that business. Every Director has a vote (excluding Nominee Directors) and the Chairman has a casting vote in the case of an equality of votes. A Resolution in writing assented to by a majority of the Directors and signed by all Directors shall be valid.
Board Committees
The Board must ensure that the following Committees should be established as a minimum with specific terms and conditions, and they should be maintained and functioning effectively at all times;
(a) Nominations and Governance Committee
(b) Remuneration Committee
(c) Audit Committee
(d) Related Party Transactions Review Committee
Implementation and Policy Revision
The implementation of this policy is the responsibility of the Board of Directors, and this Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors.
The Board of Directors (‘the Board’) of Lion Brewery (Ceylon) PLC (‘the Company’) being a subsidiary of Ceylon Beverage Holdings PLC (‘CBHL’) and part of the CBHL group of Companies, may, from time to time, establish and maintain different board committees to assist it in discharging its oversight responsibilities as it deems appropriate. The Board may, to the fullest extent permitted by law, delegate any of its functions and responsibilities to such committee(s) of the Board. Each committee should perform its duties as assigned by the Board in compliance with any specific charter formulated for the specific Committee, Articles of the Association of the Company, Corporate Governance Rules of the CSE and all other applicable laws and regulations. The Board should create an environment for directors who serve on these Committees to apply independent judgment in carrying out their responsibilities on the Committee.
The Company shall ensure to establish and maintain the following Board Committees with written terms of reference clearly defining its scope, authority, duties and matters pertaining to the quorum of meetings and ensure that they are functioning effectively at all times. The broad scope and functions of the said Committees are as follows;
NOMINATIONS AND GOVERNANCE COMMITTEE - To review and maintain a formal procedure to appoint new Directors and re-elect Directors. The Committee will broadly be responsible for evaluating appointments to Board and Board Committees, reviewing selection criteria and reviewing succession planning, reviewing the processes for periodic evaluation criteria, reviewing size, composition and structure of the Board from time to time and reviewing and recommending the overall corporate governance framework.
REMUNERATION COMMITTEE – to review and maintain formal and transparent policies and procedures to recommend compensation packages for Directors, CEO with a view to leveraging the compensation and benefits to attract, retain and develop key talent.
AUDIT COMMITTEE - Oversee the Company’s compliance with financial reporting requirements, information requirements under the Corporate Governance Rules of the CSE, the Company Act No.07 of 2007 and the SEC Act No.19 of 2021 and other relevant financial reporting related regulations and requirements. Oversee and review the processes to ensure that the Company’s internal controls and risk management are adequate to meet the requirements of the Sri Lanka Accounting Standards.
RELATED PARTY TRANSACTIONS REVIEW COMMITTEE - to review and establish and maintain a clear policy, procedure and process in line with the Rules on Related Party Transactions contained in the Corporate Governance Rules of the CSE for the identification, clarification and reporting the Related Party Transactions on an end-to-end basis across the Company’s operations.
IMPLEMENTATION AND POLICY REVISION
The implementation of this policy is the responsibility of the Board of Directors, and this Policy must be reviewed at least every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
There shall be a Nominations and Governance Committee to maintain a formal procedure to appoint new Directors, re-appoint and re-elect Directors to Lion Brewery (Ceylon) PLC (‘the Company’) its investee companies and its unlisted subsidiaries (as relevant). The composition of the Committee shall be in accordance with the Corporate Governance Rules of the Colombo Stock Exchange. The Committee will also advise and make recommendations to the Board with respect to corporate governance requirements under the CSE Rules.
1. MEETINGS
The Nominations and Governance Committee will meet at least twice a year and may convene further meetings as circumstances require. Two (02) Members will constitute the quorum for the time being and such Members may meet in person or via tele or video conference on any platform as may be determined by the chairperson. Decisions may also be made by circulation of papers to the Committee Members and approvals granted by all the Committee Members shall have the same effect as a decision/approval given at a Meeting of the Members.
The Secretary, in conjunction with the chairperson shall draw up an Agenda which shall be circulated at least one (01) week prior to each Meeting, to the Members of the Committee. The minutes of the meetings of the Committee shall be circulated to all Members of the Nominations and Governance Committee and the Board.
2. ATTENDANCE
Any Director of the Board and the Chief Executive Officer/Director-in-Charge and other members of senior management may be invited to attend Meetings of the Nomination and Governance Committee at any point of time during the Nomination Committee deliberations.
The Committee may also invite appointed external consultants to aid the Committee in the discharge of its duties.
3. FUNCTIONS
The functions of the Nominations and Governance Committee shall include the following;
(i) evaluate the appointment of Directors to the Board and the Board Committees of the Company and screen and recommend selected individuals to the Board. However, a member of the Nominations and Governance Committee shall not participate in decisions relating to his/her own appointment.
(ii) Consider and recommend (or not recommend) the re-appointment / re-election of current Directors taking into account;
the combined knowledge, skill, experience, cultural compatibility, performance and contribution made by the Director to meet the strategic demands of the Company and the discharge of the Board’s overall responsibilities; and
the number of directorships held by the Directors in other listed and unlisted companies and other principal commitments.
(iii) Review the formal and transparent procedure to evaluate, select and appoint / re-appoint Directors of the Company.
(iv) Review the set of criteria for selection of Directors such as the qualifications, skills, experience, cultural compatibility and key attributes required for eligibility, taking into consideration the nature of the business of the Company and industry specific requirements. The Committee’s recommendations shall be based on, among other things, the individual’s independent thinking, character, ability to exercise sound judgement, demonstrate leadership, ability and willingness to commit sufficient time to the Board, and relevant skills and experience in the context of the evolving needs of the Board.
(v) Review the process for the periodic evaluation of the performance of the Board and CEO (if any) of the Company to ensure that their responsibilities are satisfactorily discharged.
(vi) Review succession plans for the Board of Directors and Key Management Personnel of the Company
(vii) Review the structure, size and composition of the Board and Board Committees with regard to effective discharge of duties and responsibilities and make recommendations to the Board with regard to any changes.
(viii) Review and recommend the overall corporate governance framework of the Company taking into account the Listing Rules of the CSE, other applicable regulatory requirements.
(ix) Periodically review and update the corporate governance polies/framework of the Company in line with the regulatory and legal developments relating to same, as a best practice.
(x) Receive reports from the management in compliance with the corporate governance framework of the Company including the Company’s compliance with provisions of the SEC Act, Listing Rules of the CSE and other applicable laws, together with any deviations/non-compliances and the rationale for same.
4. REPORTING
The chairperson of the Nomination and Governance Committee shall report to the Board concerning the Committee’s activities with such recommendations as the Committee deems appropriate at least once a year.
5. SECRETARY
Director/Head of Company Secretarial Division of Carsons Management Services (Private) Limited for the time being shall be the Secretary of the Nominations and Governance Committee.
6. ADVISORS
The Committee is authorized by the Board to seek appropriate professional advice inside and outside the Company, as and when it considers this necessary.
7. ETHICAL CONDUCT
The Members are expected not to divulge either directly or indirectly to any person at any time, information acquired during the conduct of Nomination and Governance Committee affairs.
A Member of the Committee should not participate in decisions relating to his/her own appointment.
8. IMPLEMENTATION AND POLICY REVISION
The implementation of this policy is the responsibility of the Board of Directors, and this Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
The Board of Directors (‘the Board’) of Lion Brewery (Ceylon) PLC (‘the Company’) being a subsidiary of Ceylon Beverage Holdings PLC (‘CBHL’) and part of the CBHL group of Companies, is committed to providing accurate, clear, timely and complete disclosure of material information pertaining to the Company’s performance and operations to shareholders, investors and the public generally.
In formulating this policy, the Company has taken into account the rules contained in the Listing Rules of the Colombo Stock Exchange (“CSE”).
1. OBJECTIVES
The objectives of the Corporate Disclosure Policy are as follows:-
(a) To raise awareness and provide guidance to directors, management and all employees on the disclosure requirements and practices;
(b) To provide guidelines and policies in disseminating corporate information to, and in dealing with shareholders, stakeholder, analysts, media and the investing public; and
(c) To ensure compliance with all applicable legal and regulatory requirements on disclosure of material price sensitive information.
2. INTERNAL STRUCTURE AND SYSTEM FOR CORPORATE DISCLOSURE
The Board is ultimately responsible for ensuring that the Corporate Disclosure Policy is implemented, and the disclosure requirements are fulfilled.
The Board delegates the implementation of the Corporate Disclosure Policy to the management of the Company who shall oversee all matters relating to the Company’s corporate disclosure practices and to ensure adherence to the Corporate Disclosure Policy. They will be responsible for;
Identifying information that is required to be disclosed and formulating the text of the disclosure;
Forwarding the text of the disclosure to the Board of Directors for approval pertaining to disclosures to the CSE, financial statements and Annual Reports, prior to dissemination within the statutory timelines;
Maintaining an awareness and understanding of the disclosure requirements and rules;
Ascertaining whether corporate developments, transaction and other events/changes constitute material price sensitive information and if so, ensuring the procedures outlined in the Corporate Disclosure Policy are fully adhered to;
Implementing and monitoring of compliance with the Corporate Disclosure Policy and undertaking reviews of any violations, including assessment and implementation of appropriate consequences and remedial actions; and
Reviewing and updating the Corporate Disclosure Policy from time to time to ensure compliance with the Listing Rules of the CSE and other regulatory requirements.
3. PROCEDURES AND PRACTICES ON CORPORATE DISCLOSURE
The Company shall create internal procedures and practices on corporate disclosures in accordance with the Listing Rules of the CSE relating to immediate disclosure of material price sensitive information, announcements to the CSE and the contents thereof, responding to reports pertaining to instances where information may have not been released as per applicable laws/ regulations by the Company, clarification on unusual trading activities in the shares of the Company and clarifications of rumours or reports.
4. AUTHORISED SPOKESPERSON(S)
4.1 The Chairman, the Chief Executive Officer [“CEO”], the Chief Financial Officer [“CFO”] or any other person who may be appointed by the Board from time to time shall have authority to communicate and respond to any queries from any party relating to the corporate vision, strategies, developments, future prospects, financial plans and operational matters.
4.2 The Chairman, the Chief Executive Officer [“CEO”], the Chief Financial Officer [“CFO”], Director- Finance or Director – Company Secretarial of Carsons Management Services (Private) Limited [“CMSL”] in their capacity as Managers to the Carson Cumberbatch PLC Group of Companies shall be authorized to communicate and respond to any queries from any party in relation to any information already in the public domain. The aforesaid authorized spokesperson/(s) may undertake broader communication only with the approval of the Board of Directors of Carsons Management Services (Private) Limited [“CMSL”].
4.3 No other Director, employee or officer shall be authorized to communicate or respond to any queries unless authorized by the Board or compelled under the provisions of any Statute or Regulation having force of law. Unauthorized communication will be considered as a breach of this Policy and will lead to disciplinary action.
5. IMPLEMENTATION AND POLICY REVISION
This policy shall be implemented by the Board and any subsequent amendments to the Policy require approval of the Board.
The management will review the Policy periodically to ensure that it is effective in accordance with any new Regulations on the disclosure obligations and practices.
1. Policy Statement
Lion Brewery (Ceylon) PLC [“Company”/ “LBCL”/ “Lion Brewery”] recognises that any genuine commitment to detecting and preventing illegal and other undesirable conduct must include, as a fundamental cornerstone, a mechanism whereby employees and others can report their concerns freely and without fear of repercussion. To achieve this end, Company ensures regular forums with top management present and accessible (E.g. Townhall meetings) for staff to air their views and share suggestions and complaints openly with no inhibitions. However, where employees feel uncomfortable to escalate their views/ and/or knowledge of an activity that had already or will in future, adversely affect the Company, publicly or individually to their superiors, this Policy on Whistleblowing (“Policy”) provides such a mechanism and encourages the reporting of such conduct.
The intention of this Policy is to strengthen the core values of integrity, transparency and accountability of the Company by empowering all stakeholders, employees and business partners to report illegal and/or wrongful acts in good faith and in the best interest of the Lion Brewery (Ceylon) PLC and other companies falling within the Beverage Sector of Carson Cumberbatch PLC Group of Companies.
Individuals and entities who report in good faith are protected under this Policy without the risk of retaliation. However, the Company will not tolerate any Report that is made with malicious intent and the Company reserves the rights to pursue any action deemed legally appropriate. This Policy provides guidance to whoever who wishes to make a report (referred herein as “Whistleblower”) and it also describes what the Whistleblower can expect from the Company, upon lodging a report.
2. Coverage
The coverage under this Policy shall apply to Reports relating to all the companies falling within the Beverage Sector of Carson Cumberbatch PLC Group of Companies [hereinafter referred to as the “Group”] and in particular, the following two public listed companies mentioned below:
(a) Ceylon Beverage Holdings PLC [“CBHL”]
(b) Lion Brewery (Ceylon) PLC [“LBCL”]
and their respective subsidiaries.
In understanding and application of this Policy, the following definitions will carry the meanings below.
3. Definitions
(i) “Ombudsman” means a non-executive director of the Carson Cumberbatch PLC Group of Companies who would be appointed as the Ombudsman, by the Board of Directors of Carsons Management Services (Private) Limited [“CMSL”] in their capacity as Managers to the Group, to centrally receive all Potential Misconduct reporting communication directed to the SpeakUp email addresses.
(ii) “Policy” means this Policy on Whistleblowing.
(iii) “Potential Misconduct” means any suspected or actual misconduct or improper state of affairs or circumstances in relation to the Company or Group. It also means (but is not limited to) a breach of law or information that indicates a danger to the public.
(iv) “Speaking Up” means informing the Ombudsman, utilizing the procedures and channels set out in this Policy, if you have reasonable grounds to suspect that potential wrongdoing has occurred or is occurring in relation to the Company and/or Group.
(v) “Whistleblower” means the person Speaking Up.
4. Objectives of the Policy
The objectives of this Policy are to:
(a.a) encourage disclosures of Potential Misconduct;
(a.b) help deter Potential Misconduct, in line with Company’s and the Group’s risk management and governance framework;
(a.c) ensure that individuals who disclose Potential Misconduct can do so safely, securely and with confidence that they will be protected and supported;
(a.d) ensure that disclosures are dealt with appropriately and on a timely basis;
(a.e) provide transparency around Company’s and Group’s framework for receiving, handling and investigating disclosures; and
(a.f) meet Company’s legal and regulatory obligations.
The Company will not tolerate anyone being discouraged from Speaking Up or being subject to detriment because they want to Speak Up or they have done so. Disciplinary action, up to and including termination of employment or engagement, may be imposed on anyone shown to have caused detriment to a person because they want to, or have, Spoken Up.
5. Who the Policy applies to:
Anyone with information about Potential Misconduct is encouraged to Speak Up.
This Policy applies to an individual who is:
(a) a current LBCL employee, including directors, employees who are permanent, part-time, fixed term or temporary, interns, secondees and managers;
(b) a current officer or associate of LBCL, for example a director or company secretary;
(c) a service provider or contractor who is providing goods or services to LBCL or any other company within the Group, whether paid or unpaid (e.g. volunteering) including their employees; and
6. What matters can be reported under the Policy
6.1 Examples of Potential Misconduct
Lion Brewery encourages any individual identified in (a) to (c) in Section 5. above to Speak Up about Potential Misconduct. You should provide as much information as possible, including details of the Potential Misconduct, people involved, dates, locations and if any more evidence may exist. Please use the Reporting Form annexed in Annexure 1 to this Policy to report your concern so that all the information relevant to the issue is captured properly. [Note: Form to be made available in the Company intranet]
When Speaking Up, you will be expected to have reasonable grounds to suspect the information you are disclosing is true and accurate from first-hand knowledge, but you will not be penalised if the information turns out to be incorrect. However, you must not make a report that you know is untrue or misleading. Deliberate false reporting will not be covered by this Policy and will not be a protected disclosure. Where it is found that the person Speaking Up has knowingly made a false report or acted with malicious intent, this may result in disciplinary action (including termination of employment or engagement) or any other course of action deemed legally appropriate.
Examples of Potential Misconduct include but are not limited to:
(a) failure to comply with, or breach of legal or regulatory requirements;
(b) breach of Company’s or Group’s Code of Conduct or other Company policies, standards or codes;
(c) engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure, or is believed or suspected to have made, or be planning to make a disclosure of a Potential Misconduct;
(d) criminal activity such as theft, fraud or embezzlement;
(e) bribery or corruption;
(f) conduct endangering health and safety or causing damage to the environment;
(g) conflicts of interest, including those relating to outside business interests, relationships, improper payments and donations;
(h) insider trading;
(i) abuse of power;
(j) requesting or receiving kick-backs or facilitation payments;
(k) Concerns relating to alcohol or drug misuse which could cause affect a person’s ability to perform in the role or affect the Organization’s image;
(l) Misleading accounting, taxation, financial reporting or other reporting practices;
(m) conduct endangering the health and safety of any person or persons;
(n) improper use of company resources;
(o) unauthorised use or disclosure of Company’s or Group’s confidential information;
6.2 Issues that fall outside the scope of this Policy
(a) Personal work-related grievances
Disclosures that relate solely to personal work-related grievances, and do not relate to detriment or threat of detriment to the person Speaking Up, are not covered by this Policy.
Personal work-related grievances are those that relate to your current employment and only have implications for you personally, with no other significant implications for the Company or Group or other matters of misconduct beyond your personal circumstances.
Examples of personal work-related grievances include:
Complaints about performance targets set by Management or negative feedback received in relation to poor performance
Complaints on anomalies relating to an individual’s compensation and/or benefits;
an interpersonal conflict between you and another employee;
a decision that does not involve a breach of workplace laws;
a decision about your engagement, transfer or promotion;
a decision about your terms and conditions of engagement; or
a decision to suspend or terminate your engagement, or otherwise to discipline you.
Complaints about victimisation, bullying, discrimination or harassment which should be handled under the Grievance Handling Procedure of the Company, unless there are conflicts of interest, prolonged non-resolution or other demonstratable reason for resorting to this Policy
However, If the grievances outlined above includes information about a Potential Misconduct or suggests misconduct beyond your personal circumstances or dissatisfaction; the personal work-related grievance may qualify for whistleblower protections under this Policy.
(b) Business Decisions taken by the Board and Management
If the concern relates to a disagreement and/or dissatisfaction or difference of opinion which relates to the strategic direction of the Company or a business decision taken by the Board and/or Management, this channel will not provide a forum or mechanism to question Management decisions taken by the relevant personnel in accordance with Company protocol and authorization limits.
Such concerns should be directed to the relevant HR resource, Functional Head or CEO.
(c) Do not use the Speak Up channels in this Policy to:
Report events involving an immediate threat to life or property. If you need emergency assistance, please contact the relevant local authorities and your designated health & safety or administration / security representative.
Incidents that are required to be reported as crisis, such as significant plant or equipment damage, natural disasters or terror attacks. Please contact your Head of Administration or Security instead.
Settle personal or legal disputes.
Even if such complaints falling within Section 6.2 (a) to (c) above were to be directed to the Ombudsman under this Policy, Ombudsman will inform the Whistleblower of the alternate channel to be used (i.e. Grievance resolution via HR), or request Whistleblower’s permission to forward the complaint to the proper channel, in view of the confidentiality to be maintained.
6.3 How to Speak Up?
(a) How to report a Potential Misconduct
Concerns about suspected misconduct can be raised through a variety of channels.
(i) Internal Reporting Hierarchy
If you suspect misconduct, you are first and foremost encouraged to address it directly with the person involved or to raise your concerns with your line manager. If you prefer not to reach out to them, you can reach out to an HR/legal representative or to the Functional Head, CEO of the Company or the Head of the Internal Audit function of the Company. These representatives will inform the right department in the Company that a concern has been raised for review and follow-up in accordance with our relevant procedures.
(ii) Speak-Up Letterbox & Email Address
If you believe that the matter you wish to raise cannot be dealt with through the channels mentioned above, you can reach out to the Ombudsman via the channels as set out below. At present, communications can be in either English, Sinhalese or Tamil.
Email Address: ombudsman@carcumb.com
Postal Address :
Ombudsman
C/o of Carsons Management Services (Private) Limited
No. 61, Janadhipathi Mawatha,
Colombo 1, Sri Lanka.
The ONLY mode of communication entertained by the Company would be an email (either using the Whistleblower’s corporate email address or a private email address) or a written letter where the Whistleblower’s identity is disclosed.
A downloadable sample of the complaint format will be available in the Company intranet to facilitate a potential Whistleblower. Main components of the format would be;
a. Identity of Whistleblower
b. Company and department
c. Brief description of the event and the potential impact on company/group
d. Name of alleged offender/s, if known
e. Time frame of the alleged event occurred or to occur, if relating to a future event
This Policy excludes receipt of anonymous Reports and/or non-written communications as named communications encourage veracity and accountability when making Reports and written communications ensure there is a tangible record of the information forming the initial complaint on which the investigation commences. This prevents the Whistleblower from changing their initial complaint at later stages (which can occur in allegations made via voice calls) which can place the Ombudsman in a difficult position and result in waste of resources.
(b) Who would receive a complaint reported through the Speak-Up Email?
The Ombudsman will be the first contact point who receives the complaint via email and/or letter from the Whistleblower.
The Ombudsman shall be a non-executive director of the Carson Cumberbatch PLC Group of Companies who would be positioned to centrally receive all Potential Misconduct reporting communication directed to the SpeakUp email address and/or letterbox. He/she so appointed would be an individual who is well aware of the nuances, culture, reporting lines and the functions of operational and financial reporting activities of the Group. He/She would be a person of acceptable standing from whom an unbiased, fair and in-depth investigation in to reported matter can be expected by the general population of employees and stakeholders of the Group. The Ombudsman will be provided with necessary resources to investigate the complaint confidentially, direct the consequent actions under this Policy and maintain records as may be necessary.
In the event of a prolonged absence of the Ombudsman, a suitable “pro tem” Ombudsman will be appointed to cover the duties. He /she also will be of similar credentials and will be granted access to the inbound channels and also will be given access to the confidential complaint register.
(c) Can I Speak Up anonymously?
All complaints made to the Ombudsman will need to disclose the name of the person reporting ( i.e. Whistleblower) the Potential Misconduct. The providing of the identity of the Whistleblower;
Gives genuineness to the reported allegation.
Would provide opportunity for the Ombudsman to reach back to Whistleblower firstly to acknowledge the receipt of the reporting and secondly to gather more evidence to conclude the initial investigation speedily.
Will provide a contact point for the Ombudsman to inform the Whistleblower of the outcome of the initial investigation.
It allows the matter to be fully investigated whilst providing the Whistleblower with ongoing protection and support.
If under special circumstances a Whistleblower requests a private audience with the Ombudsman due to extreme fear of reprisal, then such request will be entertained, and confidentiality maintained. However, notes of the discussion minutes will be recorded and signed by both parties and kept under safekeeping with the Ombudsman till the investigation into the matter is concluded.
(d) What protection exists if I Speak Up under the Policy?
(i) Protecting your identity
The Company and the Group will look to protect the identity of people who Speak Up. Your identity (and any information the Company has because of your report that someone could likely use to work out your identity) will only be disclosed if you give your consent to the Company to disclose that information or in exceptional circumstances where the disclosure is allowed or required by law. Typically, only the Ombudsman would be aware of your identity and a pseudonym is used so your identity is not known to others.
All information, documents, records and reports relating to the investigation of a Potential Misconduct will be confidentially stored and retained in an appropriate and secure manner. Access to all information relating to the disclosure will be limited to those directly involved in managing and investigating the disclosure. Only a restricted number of people who are directly involved in handling and investigating the disclosure will be made aware of your identity or information that is likely to lead to the identification of your identity.
You can lodge a complaint with the Ombudsman if you believe that is a breach of confidentiality under this Policy.
(ii) Protecting you from detriment
You will not be penalised or subject to any detriment for Speaking Up. It is unlawful to cause detriment to you or another person on the belief or suspicion that a Report has been, or will be, made, regardless of whether the Report was made. We will not tolerate such unlawful behaviour.
Examples of detrimental conduct include (but is not limited to) dismissal of an employee or alteration of an employee’s position or duties to their disadvantage; discriminatory behaviour towards the employee, harassment or intimidation of a person; harm and injury to a person, including psychological harm; or damage to a person’s property, reputation, business or financial position.
Reasonable administrative or management action such as managing your unsatisfactory work performance does not constitute a detriment if the action taken is consistent with Company’s performance management process. An administrative action that is reasonable for the purpose of protecting you from risk of detriment is not detrimental conduct. For example, Company may ask you to perform your duties from another location, reassigning you to another role at the same level, make other modifications to your workplace or the way you perform your work duties.
If you believe you have been subjected to a detriment because of the actual or intended disclosure, you should immediately report the matter to the Ombudsman so prompt action can be taken to protect against further detrimental acts or omissions. Reports of detrimental conduct will be treated confidentially.
(iii) Frivolous Allegations
This Whistleblower Protection Policy will not safeguard any whistleblower who makes frivolous allegations either knowing fully that the allegation is untrue and or lacks substance and levels the allegation either for some personal gain or for a personal grudge against the alleged offender.
If the initial investigation shows that the allegation is frivolous due to above mentioned grounds with evidence, then disciplinary action could be taken against the Whistleblower which could result in disciplinary action (including termination of employment or engagement) based on the gravity of the allegation.
7. Process of handling Whistleblower complaints
All reports of Potential Misconduct under this Policy will be dealt with promptly, fairly and objectively. Company’s response to a complaint will vary depending on the nature of the complaint and the amount of information provided. Your report may be addressed and resolved informally or through formal investigation. While Speaking Up does not guarantee a formal investigation, all reports will be properly assessed and considered by the Ombudsman and a decision made as to whether it should be investigated.
(a.a) Logging in of the allegation
On receipt of any complaint - by email or letter – Ombudsman will record same in a separate confidential register with following details;
1. Date of receipt
2. Unique sequential number
3. Name of whistleblower
4. Details of the event
5. Evidence submitted
(a.b) Interaction with the Whistleblower subsequent to the receipt of complaint
Once the complaint is received, Ombudsman may/will contact the Whistleblower personally and confidentially to:
1. To verify whether he/she is the actual Whistleblower (it is possible that a complaint can be forwarded impersonating someone else).
2. Acknowledge the receipt of the complaint.
3. If the complaint relates to an event which does not fall within the scope of this Policy (refer Section 6.2) Ombudsman will inform the Whistleblower of the alternate channel to be used (i.e. grievance resolution via HR) or request Whistleblower’s permission to forward the complaint to the proper channel, in view of the confidentiality to be maintained.
4. Request additional information which could support the initial investigation.
5. Subject to any legal constraints, and at the Company sole discretion as to appropriateness, shall inform the Whistleblower of the conclusion of the investigation and the planned course of escalation by the Ombudsman.
(a.c) Initial Investigation
If the Ombudsman determines that an investigation is required, he/she will undertake an investigation with the objective of locating evidence that either substantiates or refutes the claims of Potential Misconduct.
Ombudsman shall conduct an initial investigation on each and every complaint received by him/her . This will be conducted by;
1. Using his/ her knowledge of the operations of the Company,
2. Going through financial and other records of the Company which would substantiate or disprove of the allegations,
3. Conduct discreet background checks on the alleged event.
Ombudsman shall not directly confront the alleged offender or make other inquiries from third parties that will breach the confidentiality of the complaint which would create repercussions with the Whistleblower.
6.4 Initial investigation outcome
The initial investigation conducted by the Ombudsman can result in the following findings the outcome of each is as given below;
1. Frivolous – Investigation is closed, and Whistleblower could be reported for disciplinary action to the relevant HR hierarchy. The confidential safeguards provided by the Whistleblower protection policy will not be applicable to frivolous Whistleblowers.
2. Plausibly true but need further evidence to recommend action – Investigation is kept live, and Ombudsman will proceed to the Detailed Investigation stage (refer Section 6.5 below).
3. Confirmed as true – Ombudsman will proceed to the Reporting stage (refer Section 6.7 below)
6.5 Detailed Investigation
The Detailed Investigation will be conducted either by the Ombudsman on his own or he may draw the resources from a committee of specialists who will be bound for confidentiality. Even then, Ombudsman will not disclose the identity of the Whistleblower nor would disclose the reason for the investigation.
Depending on the subject matter of the complaint and the complexity of the event, Ombudsman will draw resources from a pool of staff /consultants as given below,
a. Head of Internal Audit or a senior IA officer nominated by him
b. Head of Finance of respective sector or a senior officer nominated by him
c. Head of Legal of respective sector or a senior officer nominated by him
d. Head of HR of respective sector or a senior officer nominated by him
e. Other technical inhouse specialists as relevant
f. External consultant relevant to the field of investigation
Ombudsman will reserve the right to reject any officer/s nominated by the Heads of divisions as above if he feels that the seniority or knowledge of such nominees is not compatible with the investigation on hand. All internal resources drawn will be briefed of the subject matter only and will be mandated to maintain strict confidentiality.
External consultant will be required to enter into a Non-Disclosure Agreement vis-à-vis the investigation.
Where appropriate, a person being investigated will be provided with details of the Report that involves them (to the extent permitted by law) and be given an opportunity to respond.
6.6 Detailed Investigation Outcome
The Detailed Investigation would yield either of the below 3 results.
1. Conclusive findings of a committed offence or high likelihood of an offence in future- Ombudsman will proceed to the Reporting stage-refer Section 6.7 below
2. Conclusive findings of an offence not being committed – in spite of an event being seen as an offence committed at the Initial Investigation, the Detailed Investigation may return that no offence has been committed by the alleged offender or there being no evidence to suspect the likelihood of future offence by the alleged offender. Ombudsman will close the case and terminate the event and record same in the Confidential Register.
3. Inconclusive findings of a committed offence – Ombudsman will keep the event recorded as inconclusive. However, case is not closed per se but will be kept aside until any fresh evidence surfaces to get in to further investigation.
6.7 Reporting
Direct line of reporting of the Ombudsman will be the Audit Committee of the Company. Frequency of such reporting would be quarterly basis.
The Report will comprise of the following;
1. Number of complaints received during the quarter.
2. Number of complaints dismissed.
3. Number of complaints under investigation.
4. The outcome of complaints that have been proven conclusive with the recommended disciplinary action to be taken.
Ombudsman will also keep the Board of Directors of Carsons Management Services (Private) Limited informed of all the conclusive finding of committed offences.
In the case of conclusive findings where the business impact is severe, Ombudsman will immediately keep the Chairman of Audit Committee informed and he will call an Emergency Audit Committee meeting to take up the matter.
6.8 Disciplinary Action to proven offenders
Upon receiving the recommendation from the Ombudsman, disciplinary action will be taken by the CEO / Executive Committee or in the case of any criminal offence would be escalated to the relevant external authority for appropriate action. The disciplinary action taken therein will need to be reported back to Board of Directors of Carsons Management Services (Private) Limited.
In the event that the internal disciplinary hearing or the external inquiries need the presence of the Whistleblower then the identity of he/she will need to be disclosed. Ombudsman will obtain the agreement of the Whistleblower in advance for this. This will be considered as a last resort action provided that Ombudsman’s evidence is not adequate for the inquiry to be closed. Company will ensure that Whistleblower will not get any reprisal action from the offender or his/her supporters, sympathisers within the office environment arising from his/her identity being made known.
8. Safeguards available to the Whistleblower
To this effect it will ensure the following safeguards to the Whistleblowers;
1. Complete confidentiality during complaint handling – from receipt of complaint stage to disciplinary action stage.
2. Complete immunity from victimisation, harassment, discrimination arising from alleged offender/sympathisers to the Whistleblower if the offending party suspects that Whistleblower had complained. Whistleblower can complain again to the Ombudsman if such retaliation is experienced/expected. Any such attempts will be dealt with suitable disciplinary action on the alleged offender.
3. If the Whistleblower is experiencing harassment, intimidation even at the time of making the initial complaint, Ombudsman will quickly assess the truth of the matter and will recommend and seek action to transfer/suspend the alleged offender till such time that the Detailed Investigation is concluded to safeguard the Whistleblower.
9. Reviewing of Policy
This Policy will be reviewed and updated either every other year or immediately in the event of any serious flaw in the process is identified. Audit Committee Chairman is entrusted to review this Policy and make any recommendations accordingly.
10. Procedure availability
This Policy will be available for all Group employees to view on intranet or any other appropriate form. To ensure it is available to all eligible Whistleblowers, the Policy will also be available on Company’s corporate website.
1. OBJECTIVE
Lion Brewery (Ceylon) PLC (LBCL/the Company) being a subsidiary of Ceylon Beverage Holdings PLC conducts business ethically, honestly, and in full compliance with the law. The Company believes that how it conducts itself is critical to its success and our core values are practiced through compliance and business conduct in all aspects connected to our businesses. The Company has formulated this Policy consistent with its values and beliefs and this Policy does not attempt to be comprehensive or cover all possible situations and Directors and Employees are encouraged to comply with its letter and spirit. It encourages the Employees and Directors to take positive actions, which are not only commensurate with the values and beliefs but are also perceived to be so.
2. SCOPE
This document is implemented within the Ceylon Beverage Holdings PLC group of Companies specifically Lion Brewery (Ceylon) PLC, Luxury Brands (Pvt) Ltd, Pubs ‘N Places (Pvt) Ltd, Retail Spaces (Pvt) Ltd, to delineate the Policies that will apply to the organization's Policy on Internal Code of Business Conduct and Ethics.
3. POLICIES
The objective of the Internal Code of Business Conduct and Ethics. is to maintain consistency in behavior and conduct, both within and outside the office premises, whether an individual is on duty or off duty. This protocol applies to individuals falling within the following staff categories in each of the businesses:
a) Permanent Employees
b) Fixed-Term Contract Employees
c) Outsourced Employees (Excluding those outsourced through the Supply Chain)
d) Interns / Industrial Trainees
e) Employees with contracts post-retirement (Please refer to the Employment Contracts Policy post-retirement for further details).
For more detailed information and reference, please refer to the annexed Code of Conduct document.
4. GUIDING PRINCIPLES
The following principles guide our business practice and conduct.
Honesty- Demonstrate honesty and high ethical standards in all business dealings.
Respect- Treat all stakeholders and employees with respect and courtesy.
Compliance- Ensure that all business decisions and conduct comply with applicable laws and regulations.
Confidentiality- Protect the confidential information of the Company and its stakeholders.
5. YOUR RESPONSIBILITIES AND OBLIGATIONS
In performing your functions in any aspect related to your work, you are expected to;
Act honestly, diligently, in good faith, and with integrity within generally expected morals and ethics.
Avoid any situation that creates a real or perceived conflict of interest and if you are unsure about a potential conflict of interest talk to your supervisor or HR Department.
Conduct yourselves to meet the expectations of operational transparency whilst at the same time maintaining confidentiality of information to foster a culture of good decision-making. Strictly adhere to rules on personal data protection.
Be dedicated to maintaining a creative, diverse, inclusive, and supportive work environment and the Company does not tolerate any form of discrimination or harassment of employees or others with whom we have dealings. The Company does not tolerate workplace violence of any kind.
The Company is committed to protecting the environment, health, and safety of its employees and others within the environments it operates in. Use good judgment and always put the environment, health, and safety first.
Accurate and honest records are critical to meeting our legal, financial, and management obligations. Therefore, do not misstate facts, omit critical information, or modify records to mislead others.
All public or outside speaking engagements that relate to the Company/group business or affairs must be approved and any corporate disclosure must be in accordance with the Policy on Corporate Disclosures. Furthermore, maintain the principle of need to know on all unpublished material information which has a material effect on price or value of securities of the Company, business and affairs of the Company and permit access only for the purpose of carrying out official duties and legitimate purposes.
You are not permitted to be under the influence of any legal or illegal liquid or substance that impairs your ability to perform your job and employees are prohibited from manufacturing, soliciting, distributing, possessing any illegal drugs or narcotics in the workplace.
Keep track of and protect Company assets, information, and intellectual property and prevent loss, misuse, waste, theft, or infringement.
Abide by all laws, regulations, and internal codes relating to Insider trading, anti-money laundering, know your client, and personal data protection.
Fraud, dishonesty, misappropriation, misinterpretation, and manipulation against the Company or its Directors or Employees of any degree will not be tolerated and will lead to disciplinary action taken against you.
5.1 SOLICITING ADVANTAGES
It is the policy of LBCL to prohibit employees from soliciting any advantage from clients, contractors, suppliers, or any person in connection with the Company's business.
5.2 ACCEPTING ADVANTAGES
If the acceptance of an advantage or a gift could affect your objectivity or induce you to act against the Company’s interests, you should decline to accept. Similarly, if acceptance could lead to questions or complaints of bias or impropriety, the offer should also be declined. Where an advantage or a gift is voluntarily given, you could consider accepting only if;
(a) Acceptance will not influence your performance.
(b) You will not feel obliged to do something in return for the offer, or;
(c) You can openly discuss the acceptance without reservation and;
(d) The nature (e.g. advertising or promotional gift or customary gift given during festive occasions) and the value of the gift or advantage are such that refusal could be seen as unsociable or impolite. Employees should keep the Divisional Head informed of the cocktail or other invitations extended to them by customers and the decision to attend or not should be made in consultation with the Divisional Head.
5.3 ENTERTAINMENT/LOANS/GAMBLING
Although entertainment is an acceptable form of business and social behavior, all employees should turn down invitations to meals or entertainment that are excessive in nature or frequency, to avoid embarrassment or loss of objectivity when conducting Company business. If it is impolite to decline an invitation, you might accept, on the understanding that you will be allowed to reciprocate. All employees should conduct themselves without bringing any disrepute to the company while entertaining a client in a public place.
You or your immediate family should not grant or guarantee a loan to or accept a loan from or through the assistance of any individual or organization having business dealings with the Company. There is, however, no restriction on normal bank lending.
You are advised not to engage in gambling of any kind with persons having business dealings with the Company. In social games with clients, contractors, or suppliers, you must exercise judgment and withdraw from any high-stakes games.
5.4 MISBEHAVIOR WITHIN OFFICE PREMISES
As you might imagine, this Code cannot address every circumstance or situation that we might encounter. If you’re ever unsure about the right course of action, answer the questions in this Making Winning Choices Model to help determine the most appropriate way to proceed. Speaking up is the right way to demonstrate our commitment to integrity and our values and to protect ourselves and the Company from actions that could harm its reputation and continued success. We all share a responsibility to speak up about any concern as soon as we notice it. This allows the Company to resolve any possible issues before it becomes widespread,
To correct problems
To identify areas that require improvement or additional training,
To make this a better workplace for us all.
If you think there has been a violation of the law, regulations, our Code, or other Company policies and guidelines, you should speak up as soon as possible. You are encouraged to turn to your immediate manager first if you are comfortable doing so. You can also speak up to any of the following:
1. Human Resources
2. Business Integrity team:
3. Legal
4. Internal Audit (for reports concerning internal controls and accounting practices)
5. Security:
In the case of a serious infraction, an employee may be suspended and/or terminated on the first offense. Such serious infractions include, but are not limited to, the following:
(a) Theft, including unauthorized removal and /or use of company property
(b) Sleeping during office hours
(c) Fighting on the premises
(d) Destruction of company property
(e) Acts of falsification or alteration (to employment, payroll, or benefit records)
(f) Mishandling or careless treatment of customers
(g) Disclosure of confidential information
(h) Possession, use, sale, or purchase of illegal drugs
(i) Drinking alcohol without authority, within the premises
(j) Insubordinate or inappropriate behavior
Acts in violation of the provisions in the National Act on Tobacco and Alcohol (NAT Act) (i) Under no circumstances whatsoever are sales to be made or products (product categories listed under NATA bill – e.g. Alcoholic & tobacco products)) to be issued to those below the age of 21. (This applies even if such people come to the wine shop to collect products for which payment has been made earlier by an adult.)
(ii) In the event the staff is uncertain of the age of a customer, the National ID, driver’s license, or passport should be requested & the age should be ascertained.
(iii) In the event, the customer cannot prove his age; goods should not be issued to the person concerned.
5.5 DISCRIMINATION AND HARASSMENT
As employees of LBCL, we expect our dignity and human rights will be valued and we will be treated impartially. We will treat our employees fairly and based on their ability to meet the requirements and standards of their jobs.
We will not judge their capability or incapability based on their race, color, ethnicity, natural origin, disability, sexual orientation, gender, age, or marital status.
Our company does not tolerate employees being subject to physical, verbal, sexual, racial, and psychological, or any other forms of abuse. LBCL will take the necessary precautions to identify such failures and ensure they are dealt with promptly and effectively.
LBCL recognizes the varying services and contributions of our workforce and will strive to remunerate our employees righteously. We promote a healthy balance between an employee’s work and home life and respect their commitments independent of the work environment.
5.6 ATTENDANCE AT WORK
Regular and punctual attendance.
Reporting to and leaving work according to specified work hours.
Advise the supervisor if you are going to be late or absent.
Providing a doctor’s note for sick leave as required.
Having a coverage plan in place as required.
Completing time sheets accurately and promptly.
Submitting time-off requests in Leave Management by naming a reporting person for all leaves in an accurate and timely manner.
5.7 UNACCEPTABLE CONDUCT
Reporting late for work on a regular or habitual basis, leaving the workplace early and without following established protocol.
Taking extended lunch or breaks.
Absence from work without authorization or justifiable reason.
Failure to provide a doctor’s note for absence due to illness if so requested.
5.8 NON-IMPAIRMENT
Employees shall not be impaired/damaged by prescription or non-prescription medication(s) or other substances while in the performance of their duties.
Employees and affiliates shall not use alcohol or illegal drugs while in the performance of their duties. Employees, required to take medication at work, should do so in a private space.
5.9 OTHER
At any time during the contract, employees must inform the Company if their immediate family has any financial interest in any business with which the Company has business dealings or which competes with the Company.
Unless the Company gives prior permission, employees or immediate family will not accept any personal loan from the Company’s suppliers, clients, or business associates.
The same applies to accepting guarantees for loans and special commercial discounts. Normal borrowing from banks or other licensed financial institutions is, however, not restricted.
Employees must obtain prior permission from the Company to take up any outside work, whether such work relates to our business or not.
6. LIVING LBCL SHARES VALUES
LBCL Shared Value system holds us together in meeting success, creating a conducive environment for all stakeholders. All employees at LBCL need to uphold the Values of LBCL and is considered as non-negotiable.
Leader: We encourage employees to take the lead through both formal and informal leadership roles. We share our expectations, give them role clarity, and develop their knowledge, skills, abilities, and behaviors so they can confidently step up, see what lies ahead, act swiftly, and take responsibility. Leadership doesn’t happen in a vacuum. Each individual is expected to contribute towards building our leadership culture, which is filled with leaders of leaders who lead by example, set the standard, and show others how it's done through their own behaviors and the highly effective teams they build.
Local Pride: We believe that we develop the country by developing employees who grow to become insightful, visionary, and transformational leaders. Our good management practices and cross-cultural exposure deliver powerful experiences of perspective-taking and competency-building.
Adventurous: We give employees decision-making authority at every level so that they are empowered to undertake ambitious responsibilities, and calculated risks, and step up to challenges as they occur. This unleashes a widespread desire on their part to lead.
Collaborate: We break down silo thinking by encouraging employees to work together and support each other across departmental boundaries. Through a network of relationships, they can take full advantage of the ideas and expertise of all our people, resulting in improved communication, greater ability to capitalize on opportunities, and better solutions to the everyday challenges we face.
Ahead of our time: We are purpose-driven leaders who see the brand through the eyes of our consumers and customers. We quench their thirst for genuine experiences, lifestyles, and occasions through a repertoire of flavors, strengths, and formats. Our culture of innovation believes new ideas can come from anyone in the brewery.
Camaraderie: We know that genuine camaraderie between employees is what creates a workplace culture that leads to higher productivity and positive outcomes. We help and support our colleagues, celebrate every win, no matter how small, and encourage laughter and fun in all the work we do.
Diversity: We are inclusive, and accepting, and work and learn in an atmosphere of respect, dignity, and acceptance. We maintain our market leadership by bringing together diversified knowledge, wide-ranging expertise, and the imagination to address the difficult questions in the market.
7. COMPLIANCE WITH THE CODE OF CONDUCT
Employees are expected to comply with the Code of Conduct and the policies it represents. Violations of the Code of Conduct and/or policies may result in disciplinary action up to and including dismissal.
All employees should familiarize themselves with the content of and comply with the Company Code. In case of doubt, you should consult the HR Division.
Anyone breaching the Code will be disciplined, including termination of employment, and may, in some circumstances, be liable to be prosecuted under the relevant Bribery Laws of the country prevailing at the time.
Any complaints about possible breach of this Code can be made to your Divisional Head or HR Division and will be treated promptly and fairly.
This code will be reviewed and updated from time to time.
8. COMPLIANCE WITH SUPERVISION
Complying with the directions of the employer.
Performing tasks as directed by the supervisor and within acceptable standards.
Employees are not supposed to refuse to comply with LBCL policies and procedures and regulatory/safety requirements of which the employee should reasonably be aware
9. CARE AND MAINTENANCE OF PROPERTY
Appropriate maintenance and use of LBCL property such as equipment, (computers & other IT-related devices, copiers, vehicles) grounds, supplies, etc.
Misuse or waste of assets or equipment, Failure to service the equipment as required, deliberate damage to LBCL property, and/or unauthorized use of LBCL equipment, supplies, resources, or property.
All employees are required to avoid wastage and undue losses of LBCL property.
Unauthorized & un-informed removal of agency property.
All cash, cheques, receipts, ledgers, files, and documents must be properly stored before leaving the office.
10. ACCEPTABLE USE
Use of phones, computers, email, intranet, and internet access for official purposes only.
Excessive and/or unauthorized personal use of office equipment. (Stationary items, etc.)
11. LAWFUL AND HONEST CONDUCT
Behaving in an honest and trustworthy manner, complying with the law while engaged in the work for LBCL.
Dishonesty; deception; theft; falsification of records including that contained in a resume or job application; fraudulent conduct and any other illegal behavior (i.e., contravention of the Criminal Code).
The unauthorized use of LBCL equipment supplies or other resources.
Soliciting and/or accepting gifts from suppliers, or a business of any value in return for favors or for any other purpose.
Accepting gifts from clients in cash, or anything of equivalent value including gift cards, gift certificates, and tickets.
Accepting monies from other organizations for LBCL related work, such as student placements or speaking engagements while on agency time.
12. CONDUCT AND APPEARANCE
Every employee’s conduct and appearance contribute directly to the image of the Company.
For this reason, the Company expects all employees to make a sincere effort to be pleasant, polite, and considerate to their colleagues and outside contacts.
13. DRESS CODE
Staff should always present themselves in a neat, clean, and professional manner, recognizing they are representing the Company. Dress should also be consistent with the activity (i.e., attending court, attending community meetings, meetings with service partners [hospital], media conferences, etc.).
Staff may dress comfortably when visiting clients in the community but must ensure that they present professionally.
The wearing of jewelry such as necklaces, large hoop earrings, etc. may present a potential safety risk in certain situations and therefore should be worn with caution.
Staff in the office should dress in a businesslike manner. Business casual is acceptable. Employees are also expected to be well-groomed and reasonably conservative in manner and dress.
14. UNACCEPTABLE CONDUCT
Torn and/or dirty clothing.
Bare midriffs; clothing that is too tight, too baggy, too short (i.e., skirts, shorts); low-cut tops; low-rise pants; transparent clothing (see-through); wearing hats (in office, external meetings, etc.); sweatpants; yoga pants; halter tops; shoes not appropriate to the work being done; and shirts with words or phrases that might be offensive to other staff, clients or the general public.
Visible tattoos that include words or graphics that might be offensive to other staff, clients, or the public.
15. MEETINGS
Employees should make all efforts to conduct meetings with internal and external parties in a pre-planned, timely, and orderly manner. This includes starting and ending meetings on time and following the agenda. It is strongly suggested that a location for the meeting is finalized well before the time of commencement of the meeting or discussion. Extra care should be paid for meetings with customers or business partners.
16. APPROPRIATE BEHAVIOR/CONDUCT
Behaving in a manner that is appropriate when interacting with clients, the public, and other staff.
Always acting in such a manner to represent LBCL in the community in a positive manner.
Co-operating with co-workers in work-related activities.
Acting in a manner that meets the ethical standards of the profession and agency.
17. UNACCEPTABLE CONDUCT
Profane language, threatening or abusive language to clients, the public, volunteers, or employees/ affiliates.
Engaging in personal relationships with clients.
Disregard professional boundaries in relationships with co-workers, subordinates, and volunteers.
Dual Relationships – gifts, bartering, social relationships.
Other Boundary Violations – inappropriate touching, breach of confidential
18. CONFIDENTIALITY AND PRIVACY
Maintaining information about clients, employees, and donors, in compliance with the relevant privacy legislation.
Maintaining information of a business nature such as quotations from suppliers.
Visitors should wear the division identification tag to ensure he/she is aware of who they are going to meet.
Releasing information about clients; donors, member agencies, or staff members without their consent and/or without the review/approval of the Chief Privacy Officer.
Releasing a quote to a competitor from a supplier bidding on a contract.
19. COMPETENCY AND PRODUCTIVITY
Performing work according to the job requirements, and in a competent, careful, and productive manner, in compliance with LBCL policies, procedures and practices, and legislation, such as the Occupational Health and Safety Laws, the Human Rights Laws.
Using lieu time or vacation or other approved credits to address personal issues.
Meeting professional regulations and standards for regulated professionals.
Maintaining professional credentials and/or licenses as required for the position and providing proof to the employer.
20. UNACCEPTABLE CONDUCT
Substandard, incompetent, and/or careless work performance that is within the control of the employee.
Contravening legislation (i.e., discriminating against clients or co-workers).
Spending time on non-work-related matters (i.e., personal phone calls, chatting with co-workers about non-work-related matters, etc.).
Failing to maintain professional credentials.
Failure to report critical incidences as described in professional guidelines or organization policies.
21. WHISTLE BLOWING
LBCL encourages employees to report improper or unethical activities without failure or fear of reprisal. All alleged improper activities will be investigated by the appropriate Manager, while the reporter’s confidentiality is maintained. If an employee is a witness or a subject of whistleblowing, he/she must report the incident to the Management as per the guidelines in the whistle blowing Policy.
22. USE OF IT SYSTEMS & ACCEPTABLE USAGE POLICY
Overview:
The systems, including that which is owned leased, and having the right of use about computer equipment, software, operating systems, storage media, and network accounts, providing electronic mail (e-mail), web browsing, and data and information are deemed the property of LBCL. These systems are to be used for business purposes in serving the interests of the company, and of its clients, customers, and stakeholders in the course of normal operations.
Effective security is a team effort involving the participation and support of all LBCL Personnel and affiliates who deal with information technology or information systems of LBCL. It is the responsibility of all LBCL Personnel and every computer user to know these guidelines and to conduct his/her activities accordingly.
For more information, please refer to the “Acceptable Usage Policy”
The purpose of the policy is to outline the acceptable use of Computer Equipment and Information Resources provided by LBCL. It is designed to:
Ensure compliance with applicable Statutes, regulations, and mandates regarding the management of Computer Equipment and Information Resources;
Establish prudent and acceptable practices in the usage of Computer Equipment and Information Resources; and
Educate individuals who may use Computer Equipment and Information Resources concerning their responsibilities associated with such use.
LBCL IT Division has the authority to monitor all the LBCL IT systems for violations of this acceptable usage policy without any acknowledgment.
All employees (including outsourced staff), stakeholders, and third-party vendors having access to information and information systems of LBCL shall comply with the LBCL Acceptable Usage Policy. Such personnel should be required to execute an agreement with LBCL agreeing to abide by the Policy during the use of such information assets owned by LBCL.
23. NON-ADHERENCE AND DISCIPLINARY ACTION:
All violations and attempted violations of the LBCL Acceptable Usage Policy by the employees of LBCL shall result in disciplinary action instituted by the ISSC (Information Security Steering Committee) in consultation with the Human Resources (HR) Division. Disciplinary action shall be consistent with the severity of the incident, as determined by an investigation as per the laid down HR disciplinary procedures.
All violations and attempted violations of the Acceptable Usage Policy by third-party service providers shall result in appropriate action being instituted in terms of the terms and conditions of the Agreements entered with such third parties.
No one is allowed to install external software/applications into the computer system without prior approval from the IT Division. Employees should not spend excessive amounts of time on the internet, play games, or create unnecessary network traffic. If any employee is found to be misusing the facility, disciplinary action may be initiated against such an employee.
Misuse of automated data management and information processing systems may result in disciplinary action. Misuse of such systems includes:
(a) Accessing information that is not relevant to the employee’s assigned task
(b) Deleting or altering information without authorization
(c) Generating false, misleading, or scurrilous information
(d) Using information retrieved from the systems for personal or any other authorized use
(e) Not keeping passwords confidential
24. REPORTING BREACHES OR CONCERNS
It is the responsibility of all Directors and Employees to ensure compliance with this Policy. Any Employee or Director who is in doubt, suspects that this Policy has been breached or has concerns about the actions by anyone in the Company, or any third party working with the Company in any capacity; is encouraged to contact the Ombudsman appointed in terms of the Policy on Whistleblower Protection. Confidentiality of any information provided and anonymity of the person providing the information will be assured as per the said Policy on Whistleblower Protection.
25. CLARIFICATIONS & POLICY REVISION
This Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
26. GLOSSARY OF TERMS
CEO – Chief Executive Officer
CPO – Chief People’s Officer
HR – Human Resources
27. THE EFFECTIVE DATE AND REVIEW OF THE POLICIES & PROCEDURES.
The effective date of this policy & procedure document will be done annually during the month of March and may be reviewed every year from the date of its original implementation and also from the date of subsequent revisions, to support the strategic requirements of the business.
1. INTRODUCTIONS
In recognition of the diverse array of risks both general and industry/country specific that shape our business landscape, risk management forms an integral aspect of corporate ethos and governance policies at Lion Brewery (Ceylon) PLC and the Ceylon Beverage Holdings PLC group of Companies inclusive of Luxury Brands (Pvt) Ltd, Pubs ‘N Places (Pvt) Ltd, Retail Spaces (Pvt) Ltd (‘the Company’). We recognize the paramount importance of enterprise risk management (ERM) as a unifying process that paves the way for effective risk management initiatives across our diverse business activities. This Policy outlines the framework for managing risks and establishing internal controls within the Company. It aims to safeguard assets, ensure the reliability of financial reporting, promote compliance with laws and regulations, and support the achievement of strategic objectives.
2. OBJECTIVES
The Company, with steadfast commitment, has integrated ERM into the fabric of the organization, leveraging its inherent benefits to enhance the overall quality of our operations.
By adopting ERM, the Company aims to strengthen its governance mechanisms, fortify its strategic planning, and instill unwavering confidence in its ability to deliver exceptional results. As we continue on our journey, we remain committed to fostering risk awareness, promoting proactive management, and empowering our organization to seize opportunities while navigating potential challenges.
As part of our business plan implementation, the Company has made enterprise risk management integral to all our business activities.
Our risk management process supports:
Corporate governance
Quality of business planning
Audit planning
Project planning and implementation
Building confidence across various stakeholder groups
3. RISK MANAGEMENT FRAMEWORK
3.1 Categorization of Risks
The Management categorizes risk into three types to create a common language for better communication, knowledge-sharing and comparison;
Business Environment Risk
Strategic Risk
Business Process Risk
3.2 Identifying Risk Drivers
Risk Drivers are key factors that contribute to risk creation while Risk Indicators are deviations from set goals or KPIs which are promptly identified through ongoing reviews and monitoring conducted by the Management. This process helps us to manage risk proactively and effectively.
3.3 Risk Assessment
The likelihood of occurrence and the probability of the outcomes of the identified risks shown above are analyzed using qualitative and quantitative methods. The Management of the Company uses the Risk Grid to determine the contribution of each risk to the aggregate risk profile in terms of its impact on the achievement of the Company’s objectives and these are prioritized accordingly.
3.4 Risk Response
Once risk events are identified, the risk responses could involve:
Risk Acceptance
Risk Avoidance
Risk Transfer/ share
Risk Minimisation
The first line of defense involves timely supervision and monitoring of risk management by Heads of Departments. Action plans are reviewed and monitored by management teams, with identified risks reassessed. The Audit Committee, and Board of Directors of the Company are updated on action plan status and outcomes.
3.5 Risk Reporting and Monitoring
Regularly monitor and review risks to ensure they remain within acceptable tolerance levels.
3.6 Internal Control Framework
The key components of the Company’s internal control framework involves:
3.6.1 Control Environment: The Company maintains a well-defined organizational structure with clearly delineated reporting lines and responsibilities. The senior management emphasize ethics and integrity in every aspect of operations, promoting a zero-tolerance policy towards unethical behaviour. The senior management actively demonstrate commitment to maintaining a strong control environment through regular communications. Their visible leadership sets a positive example for all employees, reinforcing the importance of internal controls and compliance with policies and procedures.
3.6.2 Risk Assessment: Carried out based on the established enterprise risk management process.
3.6.3 Control Activities: The processes shall be governed by clearly laid out process manuals.
3.6.4 Information and Communication: Effective communication shall be established across the Company through online platforms and e mails.
3.6.5 Monitoring and Review: Regularly monitoring and evaluation shall be carried out by the Group Internal Auditor.
4. GOVERNANCE STRUCTURE
The Risk Management Governance Structure includes a reporting framework for better Corporate Governance oversight by the Board of the Company. The functions of each party involved in the Governance Structure are as follows;
Board of Directors
Review, approve and have oversight on the ERM framework and risk management strategies of the Company.
Support senior management in implementing risk management actions.
Approve Business Plan.
Review Reports, risk dashboard and summary of risk register.
Audit Committee
Considers adequacy of risk management and internal control framework.
Review risk management reports, dashboard/risk register.
Review reports from internal and external auditors.
Management Team
Considers new and emerging risks.
Develop/monitor suitable action plans to mitigate/manage risks.
Considers actions to improve risk management process.
Provide representation on compliances.
Risk Owners
Responsible for day-to-day monitoring/supervision of risk and risk mitigation actions.
Required to evaluate status of risk and effectiveness of risk mitigation action plans.
5. IMPLEMENTATION AND POLICY REVISION
The implementation of this Policy is the responsibility of the Board of Directors of the Company and this Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
INTRODUCTION
Lion Brewery (Ceylon) PLC (‘the Company’) being a subsidiary of Ceylon Beverage Holdings PLC and part of the Ceylon Beverage Holdings PLC group of Companies, is a public company listed on the Colombo Stock Exchange (‘CSE’). The Company is required to make disclosures in a timely manner and in an accurate, fair, complete and efficient way in compliance with relevant regulatory requirements/directions. This Policy sets out the standards and the requirements of the Company in relation to communicating with its Shareholders and Investors.
BOARD APPROVAL / REVIEW OF THE POLICY
The Board of Directors are responsible for maintaining an ongoing dialogue with Shareholders and reviewing this Policy to ensure its effectiveness. The Board approves all Shareholder communications prior to being dispatched.
SHAREHOLDER MEETINGS
The Annual General Meeting and Extraordinary General Meetings of the Company are the primary forums for communication with Shareholders and for Shareholder participation. The Company encourages Shareholders to participate in General Meetings in person or by proxies, if the Shareholders are unable to attend. Shareholders could also appoint a member of the Board of Directors to act as their proxy, if they so choose.
As permitted by the Articles of Association, General Meetings of the Company can be held by means of audio or audio-visual communication method or platform specified by the Board by which all Shareholders participating and constituting a quorum, can simultaneously hear each other throughout the meeting. General Meetings conducted through virtual, or hybrid means will comply with Guidelines issued by the CSE which are published on the CSE website.
Notices of General Meetings, Proxy Forms and accompanying Circulars are provided within the prescribed time period prior to General Meetings. The Annual Report of the Company is made available on the Colombo Stock Exchange website www.cse.lk and on the Carson Cumberbatch Group’s website www.carsoncumberbatch.com
The Chairman of General Meetings will allow a reasonable time period for Shareholders to raise questions and comments. The Board of Directors and management will respond to queries and concerns raised by the Shareholders. The Board and key officials of the Company will be present physically or via the on-line platform for General Meetings.
The Independent External Auditor of the Company is invited to the General Meetings and is available to answer questions on the conduct of the audit and preparation of the content of the Auditors’ Report.
As required by the Listing Rules of the CSE, the Company Secretaries notifies the CSE of all resolutions to be voted on at a General Meeting immediately upon dispatching of such notices to Shareholders. Further, immediately upon the conclusion of a General Meeting, the Company notifies the CSE whether resolutions were passed or not at such meetings via an Announcement.
QUERIES RAISED BY SHAREHOLDERS
Shareholders may direct any major issues and concerns which they may have to the Company Secretaries of the Company who will forward same to the Board of Directors. The Board would deliberate such issues and concerns raised by Shareholders at a Meeting of the Board and appropriate action would be taken as necessary. Board would respond to any Shareholder query that in their discretion requires a response and as appropriate, whilst at all times adhering the to the principles that no unpublished price sensitive information would be shared and no single shareholder or group of shareholders should obtain unfair advantage over the other shareholders or general public in receiving information about the affairs of the Company through such queries.
PRIVACY OF SHAREHOLDERS
The Company recognizes the importance of Shareholders’ privacy and therefore unless required by law, will not disclose Shareholders’ information without their prior consent.
ACCESS TO THIS POLICY
This policy will be available for viewing by any Shareholder and Investor of the Company on the Company’s website www.carsoncumberbatch.com.
COMPANY CONTACTS
Shareholders may direct their inquiries relating to their shareholding or any announcement made to the CSE relating to the Company through the Company Secretaries, Carsons Management Services (Private) Limited at the following address:
Contact details: Carsons Management Services (Private) Limited
Secretaries to Lion Brewery (Ceylon) PLC
No. 61, Janadhipathi Mawatha, Colombo 01
Telephone : Direct - +94 011 2039270
General - +94 011 2039200
E-mail: carsons@carcumb.com
Shareholders are requested to update their correspondence/permanent address with the Company Secretaries in the event the shares are held in scrip form. If the shares are held in accounts maintained with the Central Depository Systems (Pvt) Ltd [CDS], such Shareholders are informed to update their correspondence address with the CDS through their respective stockbrokers.
The implementation of this Policy is the responsibility of the Board of Directors, and this Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
1. INTRODUCTION
The Remuneration Policy establishes formal and transparent policies and procedures for recommending compensation packages for Directors and Chief Executive Officers ("CEOs”) of Lion Brewery (Ceylon) PLC and the Ceylon Beverage Holdings PLC group of Companies inclusive of Luxury Brands (Pvt) Ltd, Pubs ‘N Places (Pvt) Ltd, Retail Spaces (Pvt) Ltd (‘the Company’). This Policy aims to leverage compensation and benefits to attract, retain, and develop key talent, as the Board of Directors acknowledges the vital role of human capital in achieving the company’s strategic objectives.
The Policy applies to the following:
Executive Directors
Non-Executive Directors
CEO’s
2. REMUNERATION POLICY
2.1 For the purposes of this Policy, the term “remuneration” shall mean cash and all non-cash benefits received whatsoever.
2.2 No Director shall be involved in fixing his/her own remuneration.
2.3 Remuneration will be reviewed annually, and changes will be recommended if the Remuneration Committee deems it necessary.
2.4 Remuneration of Non-Executive Directors
2.4.1 Each Non-Executive Director will be entitled to a monthly fixed fee based on market factors and other requirements to attract and retain appropriate directors. The fee will be reviewed periodically.
2.4.2 The remuneration of Non-Executive Directors shall be decided by the Remuneration Committee and recommended to the Board of Directors, who shall take the final decision.
2.4.3 Non-Executive Directors shall be entitled to reasonable costs and expenses of travel and accommodation if based overseas.
2.5 Remuneration of Executive Directors and CEO
2.5.1 The remuneration of Executive Directors and CEO shall be decided by the Committee and recommended to the Board of Directors, who shall take the final decision.
2.5.2 The remuneration packages will be decided on the basis of facts such as, the size and scope of the duties, skills, experience in the organization and replaceability.
2.5.3 Executive Directors and CEO’s remuneration shall include fixed monthly compensation and variable compensation, benefits and other work-related facilities and perquisites.
2.5.4 The remuneration packages of Executive Directors and CEOs should be designed to be competitive and to motivate and drive them to achieve business targets but should not detract from the goals of corporate governance.
2.5.5 Variable compensation will be based on the level of achievement of pre-agreed business targets taking into account the challenges in the operating environment.
2.5.6 Executive Directors shall not be entitled to any sitting fees for any Board/Committee meetings they attend.
3. SCOPE, AUTHORITY AND DUTIES OF THE REMUNERATION COMMITTEE
3.1 A Remuneration Committee shall be established and operated in accordance with the requirements of the Corporate Governance Rules of the Colombo Stock Exchange. It will operate as a sub-committee of the Board of Directors in charge of overseeing the execution and periodic review of this Policy with the approval of the Board of Directors.
3.2 The Remuneration Committee:-
3.2.1 Shall be responsible for the fair application of the Remuneration Policy in a transparent manner. The Remuneration Committee shall also review the Remuneration Policy from time to time to ascertain its appropriateness and relevance, taking into consideration changes in the operating environment.
3.2.2 Shall recommend to the Board, the remuneration payable to the Executive Directors, Non-Executive Directors, CEO’s (if any) and/or equivalent position thereof and the Board will make the final determination upon consideration of such recommendations.
3.2.3 The Remuneration Committee may, as it considers appropriate invite the CEO, other senior executive officers, or Directors to participate at any particular meeting.
3.2.4 Shall meet either physically or virtually, not less than twice a year. Two (02) Members shall constitute a quorum. Decisions may also be made via circulation. Approvals granted by the majority of Committee members either at a physical meeting or virtual meeting shall be valid and effective.
4. IMPLEMENTATION AND POLICY REVISION
The implementation of this policy is the responsibility of the Board of Directors and this Policy must be reviewed at least once in every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
A. INTRODUCTION AND PURPOSE
Carson Cumberbatch PLC group of companies (“Carsons Group”) is a diversified group operating across several jurisdictions and its continued success depends largely on the respect, trust and confidence of its various stakeholders. Lion Brewery (Ceylon) PLC, falling within the Beverage Sector of the Carsons Group is committed to conducting business in accordance with the highest ethical standards and prohibits all forms of bribery and corruption in its operations worldwide.
The law governing bribery and corruption in Sri Lanka is codified in the Anti-Corruption Act No.9 of 2023 (“Act”) and covers bribery of government officials as well as private sector (commercial) bribery. This Anti-Bribery and Anti-Corruption Policy (“Policy”) explains the compliance procedure with a view to ensuring that the Company operates in strict compliance to the local and national laws in the jurisdictions we operate in as well as our internal codes of governance and ethical conduct. We take a zero-tolerance approach to Bribery and Corruption and are committed to implementing and enforcing effective systems to counter bribery.
B. DEFINITIONS
References to “you” in this Policy refer to any person to whom this Policy applies. Where more specific references are used (such as “employee”), the more specific reference is intended.
For purposes of this Policy, the term “employee” means any person who is in the employment of Lion Brewery (Ceylon) PLC including but not limited to directors, executives, non-executives, secretaries, secondees and individuals on direct hire.
“Lion Brewery” means Lion Brewery (Ceylon) PLC and its, parent entity, Ceylon Beverage Holdings PLC [“CBHL”] and other companies within the CBHL Group. The expression “Lion Brewery” is used for convenience where references are made to Lion Brewery companies in general.
“Third party” as referred to in this Policy means and includes actual and potential customers, suppliers, distributors, business contacts, service providers, consultants, agents, advisers, and government and public bodies, including their advisors, representatives and officials.
C. SCOPE OF APPLICATION
This Policy applies to all “employees” [as defined above] of Lion Brewery. We expect our business partners performing work or services for or on behalf of the Company to act in accordance with the local laws and to assist and cooperate with Lion Brewery in monitoring and ensuring compliance with the legal framework.
Third parties shall not engage in any form of corrupt practices including without limitation to, extortion, fraud, impersonation, false declarations, bribery, money laundering, supporting or involvement with terrorist or organized crime organizations or activities. Third parties shall not offer bribes, kickbacks, illegal political contributions or other improper payments to a Lion Brewery employee, representative, agent, any customer, government official or third party, with the intention of obtaining or retaining a business or other improper advantage.
It is the responsibility of all third parties working with Lion Brewery to prevent, detect and report any form of bribery and corruption. You must ensure that you read, understand and comply with this policy.
D. WHAT IS CORRUPTION?
Corruption is generally understood to be abuse of entrusted power for private gain. Bribery is only one form of corruption. Other forms can include conflicts of interest, illegal gratuities and economic extortion.
In a private sector context, conflicts of interest would occur mostly in the arena of sales and purchasing schemes and bribery would most commonly be observed in the contexts of invoice kickbacks or bid-rigging.
E. RISKS AND/OR CONSEQUENCES OF CORRUPTION
A violation of relevant anti-corruption and anti-bribery laws by an employee in their official capacity could result in the Lion Brewery breaching anti-bribery and anti-corruption legislation in Sri Lanka and/or foreign legislation to which we are subject or have undertaken contractually to comply with. Offences under these legislations can result in the Company being fined, the Directors and Officers facing civil and criminal penalties and would cause negative publicity and serious damage to the investor-confidence and reputation of the Company.
Widespread corruption, in both public and private sector, results in higher operating costs, inflation and taxes for everyone including the organization, which in turn results in lower profits and curtailment of investment in employees, innovation and benefits. Corruption also results in creation of unstable non-sustainable markets and industries and perpetuates a corporate culture which encourages fraud. Prevention and mitigation of fraud risk is a high priority for the Company and Company will implement many initiatives, controls and training sessions to ensure compliance by all in this endeavour.
F. WHAT IS A BRIBE?
Broadly it amounts to the offer, promise, give, seek, solicit, accept any “gratification” (Refer definition below) that serves to induce or influence the recipient, who is in a position of authority, trust or power or any other person, to act improperly in the performance of their duties, or to reward them for acting improperly. The improper acts may be in relation to any business or professional activities, public functions, acts during employment, or other activities by or on behalf of an organisation of any kind.
G. WHAT CONSTITUTES AN OFFER, SOCILICITATION OR ACCEPTANCE OF ANY GRATIFICATION?
(a) Payment of money or providing any gift, loan, fee, reward, commission, valuable security or other property or interest in property of any description, whether movable, intangible and unreal or immovable. As provided here “money” includes currency which is in digital or virtual form;
(b) Offer of any office, employment or contract as a reciprocal favour;
(c) Any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
(d) Any sexual favour;
(e) Any other service, favour or advantage of any description whatsoever including protection from any penalty or disability incurred or apprehended from any action or proceedings of a disciplinary or penal nature, whether or not already instituted, including the exercise, or the forbearance from the exercise of any right or any official power or duty;
(f) Any offer, undertaking or promise of any gratification within the meaning of the preceding paragraphs (a), (b), (c), (d) or (e);
H. IN WHAT WAY CAN THE COMPANY OR ITS EMPLOYEES BE IMPLICATED IN A CORRUPTION OR BRIBERY INVESTIGATION?
(a) By receiving or giving a bribe and/or gratification;
(b) As the complainant;
(c) By aiding or abetting, acting as an intermediary or co-conspirator;
(d) As an entity summoned by the Commission to provide information and/or documentary evidence in a bribery investigation;
(e) As an entity where the person’s accused or implicated are employed or a company bound by or implicated by a court order;
(f) As an entity which holds the assets of a person being accused or investigated under a bribery complaint;
(g) As a spouse or family member of a person accused or implicated in a bribery investigation;
(h) Where the Company/personnel is required to report, provide evidence or in any other way assist the Authorities in the exercise of their powers;
(i) In adhering to the disclosure restrictions and protections established in place for informers, whistleblowers, witnesses and other persons assisting a bribery investigation;
Offering and Receiving a Bribe Through An Intermediary - It is an offence to offer or accept bribes in the above situations as well as to solicit for such a bribe. A person is considered to solicit or accept a gratification if he/she, or any other person acting with his/her knowledge or consent, directly or indirectly demands, invites asks for, or indicates willingness to receive, any gratification, regardless of who it is for. Attempting and abetting to commit any of the aforesaid is also considered an offence. A receiver of a bribe upon a promise of doing a certain action will be considered an offender upon receipt of the bribe; completion or noncompletion of the task is irrelevant.
I. TERMS OF OUR POLICY
Lion Brewery frequently engages and is required to engage with both private sector as well as government and public sector entities and individuals as part of doing business. However, Company stresses on the need to do so appropriately with appropriate internal approval and authorization. Employees are also required to comply with the Company’s due diligence protocols when choosing and engaging with business partners.
1. APPLICABLE LAWS
Employees of the Company must abide by this Policy, all applicable Anti-Corruption and Anti-Bribery laws prevailing in Sri Lanka and the local laws in every country in which we do business (for example, federal, regional, provincial, and state laws).
2. HOW DO YOU COMPLY?
The Policy will be made available to new employees and directors as a part of the induction program and the updated version will be available on the Company’s website. Employees must read and abide by the terms of this Policy and signify your acceptance by signing off on the Policy, which will be introduced as a supplement, and be incorporated to the Company’s Code of Conduct. You may also be called upon to participate in mandatory training and awareness creation sessions conducted by the Company from time to time, as part of your employment. These training sessions will cover fraud risk, identification of red-flags in day to day business processes and operations, reporting procedures and provide opportunity for explanations and clarifications.
3. PROHIBITED AND RESTRICTED PAYMENTS
Offering, promising and authorizing the giving of money, gift or anything else of value, to Public or Government officials or any employee or official in a private sector entity in order to secure an improper advantage is prohibited.
The Company’s prohibition on bribery applies to all improper payments. The prohibition covers cash payments, benefits and favours in kind or action.
The above-mentioned payments are prohibited regardless of whether or not they are made directly or indirectly through third party intermediaries.
4. WHAT IS PERMITTED
This Policy permits employees to provide modest gifts, hospitality or certain other things of value where it is legal and customary to the industry and traditions of the country, other than as an inducement of reward to obtain a benefit or favour.
The Company and the employees are permitted to offer or accept business entertainment and gifts without prior approval, provided that the entertainment or gift in question is;
Modest
Appropriate and consistent with reasonable business practice; and
Permissible under all applicable laws.
The following are examples of entertainment and gifts which are usually acceptable without prior approval;
Occasional drinks and meals
Seasonal Hampers
Occasional attendance at sports, theatre, cultural and other events
Token gifts of modest amounts.
When deciding whether a gift is appropriate, employees must take into account any past, pending or future business or administrative matters that are within the recipient’s realm of influence. The timing and context of such gifting must be considered in order to assess whether any particular gifting could objectively be perceived as bribery.
5. GIFTS, HOSPITALITY AND ENTERTAINMENT
5.1. Giving and Receiving of Gifts
All employees of Lion Brewery are expected to conduct themselves with integrity, impartiality and honesty at all times. Accordingly, all employees are required to follow these rules on Gifts, Hospitality and Entertainment.
You must maintain a high standard of professionalism and not open yourself up to suspicion of dishonesty or put yourself in a position of conflict between your work and your private interests.
Gifts, hospitality and entertainment given and received as a reward, inducement or encouragement for preferential treatment in connection with any contract, bidding, evaluation or award or inappropriate or dishonest conduct are strictly prohibited.
Gifts of any nature received, whether it is one article or several within a short frame of time, that is reasonably perceived to be of a value over Rs. 25,000/-, should be disclosed to the Divisional Head and Human Resources Department in writing.
EASY TO REMEMBER: SAY ‘NO’ TO GIVING OR RECEIVING:
Any gift that would be illegal or in breach of the prevailing laws in Sri Lanka or territory in question [where Lion employees are based overseas or in relation to operations abroad].
Any gifts that come with a direct/indirect suggestion, hint, understanding or implication that in return for the gift, some expected or desirable outcome is required (“quid pro quo”).
Any gift which can reasonably be considered lavish or excessive, that may adversely affect the reputation of Lion Brewery.
5.2. Hospitality and Entertainment
Lion Brewery recognizes that providing modest but appropriate entertainment is a legitimate way of building business relationships and as such a common practice within the business environment to foster good business relationship with external business partners and clients. As such, eligible employees are allowed to entertain external business partners and clients through reasonable acts of hospitality as part of business networking as well as a measure of goodwill towards the recipients.
Employees and directors should always bear in mind that this is an area where perception is often regarded as more important than facts and therefore you should always exercise proper care and judgment when providing entertainment to third parties especially when it involves public officials to ensure compliance with local anti-bribery and corruption laws.
You are required to comply with the policies and procedures of your Human Resource Department & Finance Department, when organizing, carrying out or participating in entertainment activities.
6. CHARITABLE CONTRIBUTIONS
Lion Brewery supports the making of contributions to the communities in which it does business and permits reasonable contributions to charities and conduct of corporate social responsibility initiatives within the guidelines of the applicable laws.
In this respect:
Reasonable steps must be taken to verify that any such contribution does not constitute an illegal payment to a government body or official or any employee or official in a private sector entity in violation of this policy.
It may be permissible to make contributions directly to a government agency or private sector entity (rather than to any individual government official or employee) as part of a charitable effort.
All contributions must strictly ensure that the same be not used as a means to improperly influence decisions of a public officer or private entity employee.
7. BOOKS, RECORDS, ACCOUNTING AND PAYMENT PRACTICES
In order to prevent the possibility of bribes and kickbacks being paid or accepted, all Lion Brewery business and financial records must account each transaction involving company business and/or the deployment of Company assets.
All expenses must be accounted for, include appropriate supporting documentation and be promptly entered into Company records before they are reimbursed.
8. DISCIPLINE & ENFORCEMENT
In the event of a bribery and corruption allegation, the Company and its employees can be investigated by government regulators in different jurisdictions and, depending on the circumstances, prosecuted administratively, under civil law or under criminal law, which could result in severe fines and penalties, debarment and imprisonment if a violation of applicable anti-bribery and corruption laws and regulations is established.
If Lion Brewery suspects that a Company representative or any third party has committed an act of bribery, attempt bribery or breach any of the provisions in this policy, an investigation will be carried out and appropriate legal actions will be taken against such parties. For third parties providing services to Lion Brewery, breach of this policy may result in immediate cessation of business arrangements with the concerned party.
The Company expects all its business partners to abide by the applicable laws in conducting their affairs with Lion Brewery and maintain adequate measures to monitor adherence. Depending on the nature of the non-compliance in question, the Company will deal with the matter as appropriate. We understand that certain requirements may take time to implement, and business will still be accepted if you are working towards full compliance with our core obligations set out herein.
9. REPORTING BREACHES OR CONCERNS
It is the responsibility of all employees to ensure compliance with this policy.
Any employee who is in doubt, suspects that this policy has been breached or has concerns about the actions by anyone in Lion Brewery, or any third party working with the Company in any capacity; is encouraged to contact the CEO of the Company or Director - Legal of Carsons Management Services (Private) Limited [“CMSL”]. You may also raise your concerns through any “Speak Up” whistleblower channel established by the Company.
Confidentiality of any information provided and anonymity of the person providing the information will be assured.
10. CLARIFICATIONS & POLICY REVISION
This Policy is not intended to provide definitive answers to all questions regarding bribery and corruption. This Policy sets out what is and is not acceptable in general terms, but if you are in any doubt as to whether any conduct could amount to bribery or corruption, you should seek further guidance from the Company’s Chief Financial Controller or Head of Legal.
This Policy must be reviewed at least every two years. It may be amended at any time with the approval of the Board of Directors of the Company.
INTRODUCTION
Lion Brewery (Ceylon) PLC being a subsidiary of Ceylon Beverage Holdings PLC and part of the Ceylon Beverage Holdings PLC group of Companies inclusive of Luxury Brands (Pvt) Ltd, Pubs ‘N Places (Pvt) Ltd, Retail Spaces (Pvt) Ltd (‘the Company’) understands the relevance and importance of Environmental, Social Governance (ESG) not only as part of its business model but also as an aspect, which has a direct impact on its reputation, as a corporate citizen. It has therefore, put in place a framework to reduce risks and identify opportunities across its operations, arising from ESG related factors, which is also aligned with the organisation’s long term business strategy. This Policy forms the foundation towards our commitment, towards integrating ESG into our day-to-day functions, so that it becomes part of the operational fabric of the organisation. Towards this goal, we will always strive to Lead where it matters, Innovate at all levels of the organisation, Optimise our processes and services to deliver best in class performance, while Nurturing corporate responsibility and human capital development across our operations.
We will facilitate this with defined polices and standard operating practices;
Responsible manufacturing and consumption (Reduction in consumption of water and power per unit of production, reduction in emissions, sustainable packaging, waste management and circularity)
Ensuring compliance with relevant national and international regulations, standards and benchmarks (Management systems for food safety, environment, energy, data security, occupational health and safety)
Promoting best-in-class employee engagement and human rights practices towards remaining certified as a Great Place to Work (Employee well-being, diversity, equality, inclusion, anti-discrimination, anti-harassment, training, and development backed by reward and recognition)
Promoting corporate governance and ethical business conduct (payment of tax, anti-corruption, responsible sourcing and compliance with relevant laws)
Transparency through disclosing on ESG aspects, through periodic reports towards communication of progress
Aligning Enterprise Risk Management with ESG risks and opportunities.
OUR STANCE ON THE ENVIRONMENT
We will strive towards driving down our energy and carbon impacts, as climate change is a pressing issue. We will also work on reducing our water footprint, while optimizing efficiency of processes towards reduction of waste. We will continuously explore sustainable technology and sustainable material for packaging, as we are conscious of our responsibility towards resource utilisation.
OUR STANCE ON SOCIAL RESPONSIBILITY
We will continue to strengthen our relationships with our key stakeholders, by investing in our employees and partnering with our customers, communities and suppliers towards driving relevant ESG deliverables.
We engage with our employees to provide a great place to work which is challenging, inclusive rewarding and supportive, which in turn will facilitate their professional development, as well as promoting a good work life balance that keeps their overall health and wellness foremost in mind.
In the wider community, we will support initiatives which benefit the environment, share technical knowledge as well as best practices on health, safety and wellness, towards building a knowledgeable workforce and a talent pipeline.
OUR STANCE ON GOVERNANCE
We will provide relevant training and promote oversight, transparency and risk management, at all levels of our organisation towards facilitating governance. Relevant policies, code of conduct and procedures pertinent to the ESG framework will be formulated and adopted from time to time towards supporting the governance structure set out in this Policy.
We will continue our corporate governance through board stewardship, accountability and proactive risk management. We will also continue to mitigate or minimise risk exposure across all facets of our operations.
DEFINITIONS AND PROCEDURE
1. ESG Charter
The ESG Charter defines the governance body for ESG for the company. It details the purpose, composition, roles and responsibilities, as well as frequency and quorum of meetings and the process for the review of the charter.
2. ESG Committee
The ESG Committee is tasked with oversight of the ESG operations of the Company, with relevant operational teams tasked with the execution of ESG activities.
3. Materiality
Aspects which are deemed material to the organisation define the core focus areas for the Company and these are reviewed once a year for relevance and criticality, as part of the annual plans. Finalised materiality (“Materialities”) is tabled at the ESG meeting at the start of the financial year. In the event there are significant changes to any of the Materialities, the ESG Committee may review and revise at any of its forums. Materialities are aligned to relevant UN Sustainability Development Goals.
4. Governance
The ESG Committee comprises Senior Management of the Company, as well as members of the Board of Directors. The members of the ESG Committee are updated on ESG related activities at the Monthly Management Review Meeting, with a more detailed discussion at the ESG Committee quarterly meeting. The Audit Committee of the Company is kept updated on ESG aligned risks, opportunities and actions twice a year, while the Board is presented with the ESG aligned risk grid once a quarter.
5. Communication of progress
Internal communications will provide staff with relevant updates on changes and also progress. External communications will be used to update external stakeholders as per relevance.
The Company web site will strive to provide stakeholder information, such as policies and relevant updates on ESG related activities.
The Company will, as part of its Annual Report or a freestanding sustainability communication, communicate its progress on ESG and may utilize appropriate reporting standards towards providing transparency to relevant stakeholders.
POLICY MANAGEMENT
This policy is approved by the Board of Directors and is owned by the Chief Sustainability Officer, who will review it annually for relevance and recommend any amendments to the Board. In the event there are changes either internal or external within this period, the Policy shall be reviewed and revised as required, with the approval of the Board.
For any specific clarification regarding this policy, you may contact the Chief Sustainability Officer of Lion Brewery (Ceylon) PLC.
01. INTRODUCTION
Lion Brewery (Ceylon) PLC (“LBCL”) is a public company listed on the Colombo Stock Exchange (‘CSE’). We are committed to driving our business performance through a value-oriented business model that prioritises responsible business practices. A significant part of this commitment involves integrating systematic asset management policies and governance frameworks to safeguard our assets and promote business growth through prudent resource allocation. Our commitment is to always act in the best interests of our shareholders, all while upholding the highest standards of corporate responsibility.
02. PURPOSE
This policy sets forth the guiding principles for the effective control, management, and protection of group assets with the aim of safeguarding shareholder interests and driving superior long-term returns.
03. DEFINITIONS AND INTERPRETATIONS
“Tangible Assets” refer to all measurable physical assets, including current tangible assets (such as cash and cash equivalents, inventory, short-term investments, etc.) and non-current tangible assets (such as property, plant and equipment, etc.)
“Intangible Assets” refer to all non-monetary assets expected to generate future economic benefits for the company (such as intellectual property including patents, trademarks, copyrights, trade secrets, brands acquired, goodwill, computer software, licenses and franchises, right-of-use leases, proprietary processes and systems, etc.)
04. GUIDING PRINCIPLES
To control and manage our assets and shareholder investments, we remain committed to:
5. IMPLEMENTATION AND POLICY REVISION
Implementation of this policy will be overseen by the Board of Directors. This policy must be reviewed at least once every two years and may be amended at any time with the approval of the Board of Directors.
Lion Brewery (Ceylon) PLC, located at No. 254, Colombo Road, Biyagama, Sri Lanka (“LION BREWERY” or “we” or “us”) is the controller of the processing of all personal data collected through this website dedicated to the LION BREWERY Company (the “Website”).
LION BREWERY is dedicated towards the best practices of Data Protection, and we are committed to the protection of your Personal Data and strive towards keeping such Personal Data / Information secure and processing the same in the manner provided by the Data Protection Laws.
We are dedicated to upholding and performing our Obligations under the applicable Data Protection Laws and to ensure that you and your Personal Data are subject to all the rights and freedoms and protection offered by such laws.
Our Privacy Policy, crafted to provide you with information and an overall understanding in regard to our practices regarding any personal information that you provide to us or that we collect otherwise in the context of the Website (“Personal Data”) is set out as follows. We request you to read the same carefully for a better understanding of our practices relating to the processing of your Personal Data.
At the very first instance the Website would require a verification of your date of birth in order to ensure due compliance of existing laws that govern the brewery industry.
Thereafter, the rest of the website could be perused and utilized without the necessity of providing any personal data to us save and except certain services and activities that would require your personal data in order for us to attend to your request or further participation or interaction at your request.
Information when you contact us
Upon entering the website there is a tab providing a contact us option where a form will have to be filled with personal data including your first name, last name, email address and contact details. We will only use this information to address any and all queries you may have, and such information will only be retained for a period of months after your query has been sufficiently addressed.
Information about your visit to and use of our Website
We collect certain information when you visit our Website, such as;
We use this Personal Data for the following purposes;
We may need to share Personal Data with third parties to help us provide services and products to you and to run our Website, as well as select business partners.
These parties may be located in Sri Lanka or elsewhere in the world. Further we require all service providers and processors to have in place measures and mechanisms for the use and protection of Personal Data.
Where and when the need arises, we may need to disclose Personal Data to the relevant Law Enforcement Authorities in order to comply with any legal obligation or court order.
We will take all necessary measures at both technical and organizational levels to best protect the Personal Data received / stored / obtained through this Website in order to prevent any misuse, loss, alteration, unwarranted access of the same and such measures would be taken in accordance with the Personal Data Protection Laws and regulations.
It must be noted that our website contains further links to several other websites, and it would be advisable to go through the Privacy Policy of any and all new websites that is accessed in order to have a better understanding of how your Personal Data would be protected under such external websites.
We would only maintain and safeguard your Personal Data for the period of time necessary for any lawfully sanctioned Data Processing. We will only store / retain your data for the purposes described above and for the timeframes as set out previously. We will ensure to take all measures necessary for the erasure of the Personal Data after the expiry of the afore set out time frame.
You have the right to access your personal data and the right to inquire into whether your personal data has been processed and the manner and purpose of such processing.
You also have the right to request to rectify or complete the personal data relating to you where such data is either inaccurate or incomplete.
Further you have the right to request to have your personal data erased on the grounds of the processing being in contravention of any law.
You can exercise these rights through a written request / communication to us through the contact details provided on this website.
You also have a right, within the circumstances set out by law, to require us to stop processing your Personal Data.
It must be noted that, however, where we have compelling legitimate grounds, we will continue processing your Personal Data lawfully and within the framework of the law.
You can exercise this right through a written request made to us to refrain from the further processing of your Personal Data.
Where you have provided your consent for processing of your Personal Data, you have the right to withdraw such consent. Such withdrawal will not affect the lawfulness of any and all processing of Personal Data done before such withdrawal of consent.
We will improve and develop our commitment to the lawful protection and processing of your Personal Data through updating this Privacy Policy from time to time and if such update is made, we shall notify you through a post on our Website.
You are given the choice to share information from our Website through social media platforms like Facebook, Instagram, LinkedIn, and YouTube.
The information you share, including your name and preferences, would then be visible to visitors of your individual profiles. We recommend taking the time to thoroughly read the privacy policies of the social media platforms, as they apply to the handling of your Personal Data by these platforms.
The Website is not intended for use by individuals under the age of 21. We do not knowingly collect Personal Data from individuals under the age of 21.
If you have any further questions / clarifications relating to this Privacy Policy or the Processing of your Data, or any objection to our use of your Personal Data or a complaint about this Privacy Policy or about our handling of your Personal Data, please contact us at info@lionbeer.com with a data privacy request.
Welcome to Lion Brewery (Ceylon) PLC's website. We respect your concerns about privacy and value the relationship that we have with you.
Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. By continuing to browse our site, you are agreeing to our use of cookies as outlined in this policy. If you do not agree to our use of cookies in this way, you should set your browser settings accordingly, disable the cookies that we use or not use our websites at all. If you disable the cookies we use, this may impact your user experience while on the websites.
We feel that it is important that you know what cookies our website uses and for what purposes. This will help to protect your privacy, while at the same time providing you with the best online experience.
Cookies are small text files stored on your device (computer, tablet, mobile phone) when you visit a website. They help enhance your user experience by remembering your preferences and activities.
This Cookie Policy provides information about the cookies we use and why. Our Privacy Policy sets out full details of the personal data we collect and how we may use your information.
Essential Cookies: These cookies are necessary for the operation of our website. They enable basic functions like page navigation and access to secure areas of the website. These cookies also help to support website security and basic functionality.
Analytical/Performance Cookies: These cookies help us to understand the behaviour of our visitors and allows us to recognize and count the number of visitors to our website. This helps us improve the way our website works, for example, by ensuring that users find what they are looking for easily, give information about frequently visited areas, time spent on the website and any issues encountered, such as error messages.
Preference Cookies: Preference cookies collect information about your choices and preferences and allow us to remember language or other local settings and customize the Site accordingly.
Targeting/Advertising Cookies: These cookies are used to deliver content that is more relevant to you and your interests. These cookies collect information about your activities on this website and other sites to provide you with tailor made information relevant to you.
We use cookies for the following purposes:
You can manage and control the use of cookies through your browser settings. Most web browsers allow you to refuse cookies or alert you when cookies are being sent. However, please note that disabling cookies may affect the functionality of our website.
Some cookies on our website are placed by third parties. These may include social media platforms and advertisers. We have no control over these cookies, and you should refer to the third party's privacy policy for more information.
We may update this Cookie Policy from time to time. Any changes will be posted on this page with the last updated date. We encourage you to check this page regularly for the latest information on our use of cookies.
If you have any questions or concerns about our Cookie Policy, please contact us at info@lionbeer.com
Thank you for choosing Lion Brewery (Ceylon) PLC. Cheers!
Welcome to the LION BREWERY (CEYLON) PLC website (the “Site”), any use by you of this Site is conditional upon your acceptance of these Terms of Use. We reserve the right to amend these Terms of Use from time to time without notice and at our discretion. It is your responsibility to review this page periodically for updates, which shall come into effect when posted. Your continued use of the Site constitutes acceptance of these Terms of Use. We reserve the right to change, modify, suspend, or discontinue any portion, features, or content of the Site at any time. We also may impose limits on certain features or restrict your access to parts of or the entire Site without notice or liability.
The Site is intended for your use only if you are of the legal purchase age of 21 years. If you do not fall within this category, you may be in breach of laws or regulations as applicable, and you should leave the Site immediately.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THIS SITE.
All references to 'our', 'us', 'we', or ‘company’ within these Terms of Use are deemed to refer to LION BREWERY (CEYLON) PLC, its subsidiaries, affiliates, and/or associates, as appropriate (Collectively hereinafter referred to as ‘LION’)
LION shall not be responsible if information made available on this site is not accurate, complete, or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, or more complete sources of information. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on the Site. You agree that it is your responsibility to monitor changes to the Site.
This Site is provided “as is,” and your use thereof is at your own risk. We and our officers, directors, employees, agents, and assigns disclaim, to the fullest extent permitted by law, any and all express and implied warranties, including, without limitation, any warranties of merchantability and fitness for a particular purpose. LION shall not be liable for any direct or indirect loss or damage arising out of access to or use of or reliance on any content on this Site. We do not warrant that the Site will be free from viruses, available, accessible, error-free and uninterrupted. Although we take reasonable steps to secure the Site, you acknowledge that the internet is not a completely secure medium and we make no warranties, express or implied, that any information or materials you may submit to this site will be safe from unauthorized access or use. We shall not be liable for any direct or indirect loss or damage arising out of access to, use of or reliance on any content on this site.
This Site features logos, brand names and other trademarks and service marks (collectively, the "Marks") that are the property of or are licensed to LION. All these Marks are the property of LION and its respective licensors. Nothing contained on this Site should be construed as granting any license or right to use any Mark displayed on this Site without prior written consent of LION or any such licensor. None of these Marks may be copied, downloaded, or otherwise exploited.
You may not either directly or through the use of any device, software, internet site, web-based service, or any other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the content on the Site. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, record, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the content on the Site unless expressly permitted by LION in writing to you. The content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio, and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the content on the Site.
The following examples constitute instances of unacceptable use of this Site. LION reserve the right to immediately block or restrict your access to the Site at any time, without notice or liability, if it determines or reasonably believes in its sole discretion that you have breached these Terms of Use and have violated any law, rule, or regulation, or engaged in any other inappropriate conduct.
In the course of your use of the Site, you may be asked to provide personally identifiable information to us (such information referred to hereinafter as “User Information”). Our information collection and use policies with respect to such User Information are set forth in the Privacy Policy and Cookie Notice. You acknowledge and agree that you are solely responsible for the accuracy and content of the User Information provided to us.
This Site as a convenience to its users may provide links to other sites owned and operated by third parties and not maintained by LION. However, even if such third parties are affiliated with LION, LION has no control over these linked sites, all of which have separate privacy and data collection practices and legal policies independent of LION. LION is not responsible for the contents of any linked sites and does not make any representations regarding the content or accuracy of material on such sites. Viewing such third-party sites is entirely at your own risk.
You agree to defend, indemnify, and hold harmless LION from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees and costs), and other losses arising out of or in any way related to your breach or alleged breach of these Terms of Use.
In the event any provision of these Terms of Use shall be deemed invalid, illegal, or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
It is important for us that you understand how LION treats the personal information you supply to us, and/or alternatively that we collect about you through our Site, and that you feel secure when browsing our Site, as such you can find our current Privacy Policy here.
LION may restrict, suspend, or terminate your access to the Site at any time if we believe that you have breached these Terms of Use. Any such restriction, suspension, or termination will be without prejudice to any rights that we may have against you in respect of your breach of these Terms of Use. We may also remove the Site as a whole or any sections or features of the Site at any time.
These Terms of Use will be governed by and construed in accordance with the laws of Sri Lanka, and any disputes relating to these Terms of Use will be subject to the exclusive jurisdiction of the courts of Sri Lanka.
For assistance, questions or other inquiries, you are advised to reach out to the support team of LION at info@lionbeer.com
