Implementation of the policies relating to corporate governance

Prime Lands Residencies PLC has developed the following policies, as required by section 9.2.1 of the CSE Listing Rules. These Policies are designed to enhance the corporate governance Practices of the Company, inculcate a culture of transparency, ensure an effective risk management framework and to achieve the overall vision of the Company.

Accordingly, the following Policies have been adopted by the Board and implemented by the Management:

Policy on the Matters Relating to the Board of Directors
Policy on Board Committees
Policy on Corporate Governance, Nominations and Re-election of Directors
Policy on Remuneration for Directors and Employees
Policy on the Internal Code of Business Conduct and Ethics for all Directors and Employees, including Policies on Trading in the Listed Securities of the Company
Policy on Risk Management and Internal Controls
Policy on Relations with Shareholders and Investors
Policy on Environmental, Social, and Governance Sustainability
Policy on Control and Management of Company Assets and Shareholder Investments
Policy on Corporate Disclosures
Policy on Whistleblowing
Policy on Anti-Bribery and Corruption

These Policies are implemented to comply with the relevant provisions of the Listing Rules of the CSE, the Code of Best Practices on Corporate Governance, and the Articles of Association of the Company.

Following is a summary of the Policies in force at present for the information of stakeholders and potential investors of the Company:

S.No	Name of the Policy	Objective of the Policy	Oversight Responsibility	Frequency of Review
1	Policy on the Matters Relating to the Board of Directors	The Policy establishes the criteria for selecting, appointing, and maintaining a diverse and competent Board. It clarifies the roles, duties, and responsibilities of Board members, promoting accountability, transparency, and ethical conduct in decision-making. It is in compliance with Sections 9.2.1 (a) and 9.5 of the CSE Rules.	The Board	Once in two (02) years or sooner if required.
2	Policy on Board Committees	Defines and explains the scope regarding compliance with Rules 9.2.1 (b) and 9.3.	Each Board Committee	Once in two (02) years or sooner if required.
3	Policy on Corporate Governance, Nominations, and Re-election	The Policy adopts the best practices set out in the Code of Best Practice on Corporate Governance published by the Institute of Chartered Accountants of Sri Lanka. It is in compliance with Rule 9.2.1 (c)	Board N&G Committee	Once in two (02) years or sooner if required.
4	Policy on Remuneration for Directors and Employees	The Policy adopts the best practices set out in the Code of Best Practice on Corporate Governance published by the Institute of Chartered Accountants of Sri Lanka. It is in compliance with Rule 9.2.1(d)	Board Remuneration and HR Committee	Once in two (02) years or sooner if required.
5	Policy on the Internal Code of Business Conduct and Ethics for all Directors and Employees, including Policies on Trading in the Entity’s Listed Securities	The Policy adopts the Code of Best Practice on Corporate Governance to achieve the Company’s long-term strategic objectives while avoiding even a perception of improper behavior of Directors and employees. It is in compliance with Rule 9.2.1 (e)	The Board	Once in two (02) years or sooner if required.
6	Policy on Risk Management and Internal Controls	The policy adopts Principle D.2 of the Code of Best Practice on Corporate Governance to manage the Company’s risk exposure while integrating adequate internal controls and governance frameworks. It is in compliance with Rule 9.2.1 (f)	Board Audit Committee	Annual or sooner if required.
7	Policy on Relations with Shareholders and Investors	The Policy adopts best practices to foster transparent communication with shareholders and investors. It is in compliance with Rule 9.2.1 (g)	The Board	Once in two (02) years or sooner if required.
8	Policy on Environmental, Social, and Governance Sustainability	The Policy adopts best practices to integrate ESG sustainability into the Company’s business strategy. It is in compliance with Rule 9.2.1 (h)	Board N&G Committee	Once in two (02) years or sooner if required.
9	Policy on Control and Management of Company Assets and Shareholder Investments	The Policy adopts best practices to safeguard company assets and shareholder investments. It is in compliance with Rules 9.2.1 (i) and 9.14.9	Each Board Committee	Once in two (02) years or sooner if required.
10	Policy on Corporate Disclosures	The Policy sets out the procedure for disseminating all corporate disclosures. It is in compliance with Section 8 and Rules 9.2.1 (j) and 9.17	Board N&G Committee	Once in two (02) years or sooner if required.
11	Policy on Whistleblowing	The Policy adopts best practices for encouraging and providing protection to whistleblowers. It is in compliance with Rule 9.2.1 (k)	Board Audit Committee	Once in two (02) years or sooner if required.
12	Policy on Anti-Bribery and Corruption	The Policy is to promote an anti-corruption culture within the Company. It is in compliance with Rule 9.2.1 (l), alongside Rules 9.2.1 (e), 9.2.1 (f), and 9.2.1 (k)	Board Audit Committee	Once in two (02) years or sooner if required.