21 June, 2024


Review The Code Of Best Practice On Corporate Governance

By Chandra Jayaratne

Chandra Jayaratne


The Institute of Chartered Accountants

30A Malalasekera Road,

Colombo 7.

Re: Code of Best Practice on Corporate Governance

I understand that the Code of Best Practice on Corporate Governance 2013, issued jointly by the Institute of Chartered Accountants and the Securities Exchange Commission of Sri Lanka in 2013, is due to be revised and re-issued soon.

I was rather surprised on hearing the above informally communicated information. I nor business, professional and civil society colleagues, with whom I am acquainted, had no prior knowledge of the purported revision and publication, nor had any of them seen any formal media references nor a discussion draft, all of which have been steadfast practices repeatedly adopted by the Institute hitherto.  

If my understanding as set out above is correct, I deeply regret the adoption of a process that has cut out the essential good governance practice of bringing out a revision to the Code, only after following a due process and transparent publication of a discussion draft, followed by due reviews and joint consultations transparently engaging with members, other professional bodies, chambers, the Institute of Directors, the Colombo Stock Exchange, minority shareholder groups, governance activists, law enforcement institutions, the Central Bank and other closely connected stakeholders.

I am of view, for the undernoted additional reasons, which were not applicable during the periods previous revisions were implemented, that a consultative process as described above is now an essential priority, and must precede the formal publication of the revision:

1. The present government is committed to upholding transparent good governance practices, minimizing waste and corruption and expects these values to drive and be upheld also by the stakeholders of society

2. The vision 2025 places high emphasis on the expansion of international Trade, foreign direct investments, public private partnerships, socio-political-economic and environmental good governance, enhancement of productivity, quality and research and technology transfer driven innovations, with the private sector becoming the key engine of growth .

3. The expectations of the governance framework and potential international investors of corporate commitments, ensuring the prevalence of good governance and rule of law in the management practices of the state, state enterprises, the private sector and professionals.

4. The stakeholder expectation of adherence to accounting and auditing standards and ensuring financial statements are comprehensive true, fair and investor friendly and without any misrepresentation or concealment of information, related party transactions and conflicts of interests

5. The expectation of the emergence of a significantly reduced informal economy 

6. The essential need to minimize corporate failures, and ensure regulatory  and  tax compliance

7. The expectation that the private sector will promote sustainability, minimize the carbon foot print and promote corporate social responsibility

8. The assuring that high profile scams, frauds, misappropriations, forgeries, breach of trust, money laundering, bribery, corruption,  minority oppression are only case studies from the past

9. The Institute having adopted a Code of Ethics and Conduct, including member commitment to effectively respond in instances of Non Compliance with Laws and Regulations

10. The expectation that leaders in governance, professions and corporate entities will have in place requisite commitments and controls to assure due compliance with agreed core value principles, ethical practices with governance structures and management practices benchmarking international best practices, 

In the above context, I appeal to you to ensure that any processes which attempts to expedite the release of the revised Code of Corporate Governance, by eliminating, cutting down or short circuiting of the essential good governance practices hitherto followed in bringing out a revision to the Code will not be permitted by you and the Council. I fervently hope that you and the Council will ensure the adherence to a due process and transparent publication of a discussion draft, followed by due review and joint consultations with all stakeholders prior to publication of the revised Code.

Yours Sincerely,

Chandra Jayaratne

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Latest comments

  • 1

    Can you explain why you initiated action in court to prevent the exposure of the Bond Scam. You together with a couple of othe Yahapalana activists tried to get the Supreme court to effectively prevent further investigation of the Bond scam. Your attempt failed pathetically. Can you explain your conduct please.?

    • 1

      Made to understand that the yahapalanaya govt is exerting pressure on the Central Bank to reverse some of the good corporate governance practices which were introduced during the previous regime.

      1 limiting the term of directors serving on boards of banks to 9 years to be removed from next year due to pressure from certain directors who had to retire after 9 years.

      2 at present all directors serving on bank boards has to retire at 70 years and no extensions. Some oldies who had previously served on bank boards and now close to 80 years are keen to get onto bank boards again and this rule is to be removed.

      This is Yahapalanaya at it’s best.

  • 0

    My opinion is you do not understand what Best practices are. Because, Best practices need to be revised every tine some goes wrong. If everything goes right, a good duration to revise it is two years which is, according to you, going to happen. but, you say you regret it. why ?. Secondly, what is it what you have written in point form and how it relates to the best practices. what ever it is your list looks like the american agenda. A part of it is Millinnium challenge corporation agenda. bond Scam Ranil with in the the first 50 days of the 100 day govt did every thing against the best practices. He separated the Central Bank, H”e appointed an corrupt individual with money laundering accusations to the finance minister. His Central bank govenor also not a qualified guy with a track record. Some say, his CB governor was related to him via one of his Anglican Priest relative and via marriage. YOu say good governance what good governance. the prime minister of a country, Central bank governor, then finance minister are caught up in a humongous looting candle. They say nothing happened when evidence is public. Sri lanka Tax when people bring money inside the country. On the other hand, people are allowed to take money overseas for investment. CIVIL SOCIETY is Western – moles. they are there to screw up non-suspecting countries just like IMF and world bank. for example, in Argentina civil society is complaining to the World Trade council about Argentina. In Sri lanka civil society is there to complain to the UNHCR about Sri lanka.

  • 0

    In Point form what you have written is completely MCC agenda. Everybody knows vision 2025 is prepared by an american consultant as per MCC vision. All these private-public partnerships are all their needs. You have included socio-political and economic stuff, Minority stuff. that is nothing to do with corporate governance. Does america or UK include these stuff under corporate governance whether it is govt or business ?

    • 0

      It is world bank that said, use this time of the year to pay some debts that will be due in the next few years. bond Scam Ranil, instead says, he is going to build the foreign reserves. What for. Pay off the debt. If he leaves that money they may steal it for some other purpose. Some says, there won’t be that much what bond Scam Ranil says. He is always imagining and give wrong figures.

  • 1

    Send all Mps for a training course in any of western countries to learn about politics.
    They need such a training course both in theory and practice .
    Let the see for instance how people debate in British parliament or Dutch parliament to know ethics of debate and substance of debate.
    Why politicians?
    For whom they are ?
    They are public servants.
    They are elected by people for people?
    Yet; they changed the colour after votes .
    Before voting they beg for vote .
    After voting people have to beg them ?
    What good practice they need .
    Send them all to learn
    Including foxy Ranil and M&s

  • 1

    PM says that Sri Lanka will get this huge amount of money from both china and India for these mega project ..my question is that do we need such mega perfects now .
    “Sri Lanka will receive US$1.1 billion from the China Merchant Co., Ltd under the debt swapping programme while US$300 million will be invested by the Indian company to manage the Mattala international airport on the basis of a joint venture with the Civil Aviation Authority. It will also be possible to earn more by selling some of the half-built hotels. We are hoping to stabilise our foreign reserves in ten years time,” the Prime Minister said. “Some are asking us as to what we have been doing during the past two years. The people remember that we inherited a country laden with debt. I told Parliament on Thursday how bonds have been issued without informing the monetary board. However we have managed to stabilize the economy. We have managed to stabilize the economy amid other challenges such as natural disaste”.PM..quote ends.
    Why do we need to borrow money and money .
    Sri Lanka need natural progress or sustainable one .

    We do not need borrow money for development..
    Because china and India are fooling us all .
    China want to control Indian ocean…in time of any war between China and India..
    India wants to keep Sri Lanka under its control .
    Both do not do any favour for us ..
    But their interest is bigger one .
    Sri Lankan ecology has been damaged by China..
    Yes they helped us to finish war but we do not need lease the country for that.
    We do not need be bullied for that..
    We should take development step by step.
    Not all at once .
    Yes; this government inheritated debt ..but how we deal with it .
    I think this is not a right way to sell out the country to cover the debt

  • 0

    Sinhalese Pundit is not sinhalese. A Tamil look like LTTE rump.

  • 0

    Jim cough .
    Is not a true sinahslese ..he is trouble maker …
    He is an agent of BBS .
    Like BBS they do not want to see peace in Sri Lanka..
    All what they want is to dance to the tuning of some politicians and make some benefits .
    Do you this crazy guy spoke about anything good .
    Does this guy think that he could wipe all Tamils
    Or all Muslims
    Tell him.to do any upcountry Tamils now as they did 1983 .
    Definitely India will come with its forces to have its camps in Hatton or Norwood town ..
    He is not a Buddhist neither.
    Nor he is a Sinhalese but he is racist without any geopolitics knowledge..same like Trump.
    Speak without knowledge or commons sense ..
    I’m a sinahslese in blood
    Do you want teat?
    Who are you to pass judgment
    On people
    When I speak the truth even it is against my race ?
    Why you brother?

    • 0

      Idiot Sinhalese Pundit. BOND SCAM RANIL IS an IDIOT. It is world bank which Sri lanka has to Pay billions of foreign debts since 2018. Because of that, as this year Sri lanka is relatively easy time paying debt, He can use those money to pay debt in advance. Instead, Ranil says, he is going to build foreign reserves. Why stupid talks. ChandraRathne guy is another American agent because he talks only the stuff relevant to them. YOu are a Tamil Terrorist.

  • 0

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  • 0

    ‘The present government is committed to upholding good governance practices……….’

    There having a joke surely!

    Pull the other one.

  • 0

    Dear J.S .
    I notice emotion in your writing…
    Why is it you get angry so quickly.
    I’m not a Tamil
    You can call me Tamil, sinahalse or Malay or Muslim or Mormon or Burgher .
    It is not a point about racism or ethnic issues .
    You created that in your mind to divide Sri Lanka into communal groups.
    My argument is that sinahslee who are ruling this country since 1948 failed to establish a Lankan identity taking on board all communities.
    We Sinhalese have been greedy to eat whole cake and no keen to share it ..
    Now ; other communities do not have chice..but either to go abroad or seek outside support to establish their idnetiy and culture in the own place of birth .
    Why is it This indifference?
    Is Buddhism tell this to divide and rule ?
    I do not think do .
    Our kings have been taking on board all communities except colonial masters

    • 0

      In your own comment, you talk about minorities wanting communal dis harmoney or division and you expected Sinhala people to follow it. Tha is whart you say. Chandra Jayarathne like people who sell anything for some money is promoting that. How about this multi everything BS works in newly created countries like austrlia, New Zealand, USa, Canada and LONDON

  • 0

    What the hell are you on about CJ. Do you recant the puerile protests made by you as part of The Friday Fools. Where are they hiding.? One of them Nanda Pethiyagoda writing As Nan still extols the virtue of yahapalana rogues.

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