SLID Elects Council for 2020/2021 Corporate Governance Through the Looking Glass Should Boards Change The Way They Work? - VOLUME 20 ISSUE 02
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VOLUME 20 ISSUE 02 SLID Elects Council for 2020/2021 Corporate Governance Through the Looking Glass Should Boards Change The Way They Work?
Contents 02 SLID Elects Council for 2020/2021 03 Newly Elected Council 04 Corporate Governance Through the Looking Glass 06 SHOULD BOARDS CHANGE THE WAY THEY WORK ? 08 Capex Over tough times Challenges for Financial sector 10 Secretariat NEWS 11 Board Leadership Training Intake-10 STRATEGIC LEADERSHIP 12 SLID signs MOU with ACCA 15 BlueScope Lysaght Lanka (Pvt) Ltd 18 New Members EDITOR : Mr. A. R. Rasiah CEO : Ms. Radika Obeyesekere SLID OFFICE Room 166 & 167 Cinnamon Grand Colombo No. 77, Galle Road, Articles and comments therein are views of the author concerned and does not Colombo 03 represent view of SLID
The 8th Annual Membership Meeting of The Sri Lanka Institute of Directors (SLID) was held on 29th July 2020, ushering in the Council for 2020/2021. SLID, one of Sri Lanka’s premier organizations for business leaders is at the forefront of Corporate Governance, bringing together over 950 members. Mr. Rasakantha Rasiah was re-elected for a second term as Chairman of the Institute. Mr. Rasiah currently serves as Chairman for Hela Clothing Group. Mr. Rasiah thanked the members for their confidence reposed in him by re-electing him as Chairman and also for their prudence in the selection of the same Council as this would mean continuity in the functioning of the Institute. He made special reference to the fact that the Institute has made significant advancement from its humble beginnings under the aegis of The Ceylon Chamber of Commerce and expressed his gratitude to those SLID Elects Council for members who have been associated with the Institute since inception. He also acknowledged the unfailing support by Mr. Faizal Salieh, Senior 2020/2021 vice-chairman and Ms. Aroshi Nanayakkara, Vice Chairperson given during the year under review. plan for a regional network of the Institute and conducting of an International Directors program with due emphasis on the Covid-19 pandemic. The Chairman appraised the members that SLID’s renowned programs Mr. Fabrice Cavallin, Managing Director of Nestle (Lanka) PLC was the Chief initiated for the professional training Guest at the event. Mr. Cavallin who overlooks Sri Lankan and Male operations of directors were very well received of Nestle PLC , shared some of his personal experiences on navigating through with senior directors and managing challenging business environments. He explained how the company took directors of multinational companies advantage of the covid-19 “work from home situation”. He also stressed on the being amongst the enthusiastic importance of empowering staff, making employees responsible and come up participants. He further outlined a with suggestions for improvement. 02
Newly Elected Council Mr. A. R. Rasiah Ms. Nadija Tambiah Chairman Head of Legal Secretarial & CSR/Ex VP Hela Clothing (Pvt) Ltd John Keells Holdings PLC Mr. Faizal Salieh Ms. Aruni Rajakarier Director Director Cargills Bank PLC SheConsults (Pvt) Ltd Mr. Preethi Jayawardena Mr. Ravi Abeysuriya Chairman Group Director Cal Exports Lanka (Pvt) Ltd Condor Group of Companies Ms. Aroshi Nanayakkara Mr. Vish Govindasamy CEO Group Managing Director Global Consulting Company Sunshine Holdings PLC Mr. Dinesh Weerakkody Mr. Dilshan Rodrigo Chairman Director/COO Hatton National Bank PLC Hatton National Bank PLC Mr. Prakash Schaffter Chairman Janashakthi Insurance PLC 03
Corporate Governance Through the Looking Glass By Rachael Johnson, Global Head different stakeholders’ interests. Directors must consider the impact on the of Risk Management and Corporate company’s reputation and long-term business objectives. For, at some point Governance, at ACCA Professional in time, the board may well have to prove due consideration of the decisions it Insights makes today. More than six months on since the Let’s consider the garments industry, one of the highest contributors to Sri World Health Organisation (WHO) Lanka’s export revenues. Sri Lankan garment companies secured a significant learned about a novel coronavirus niche in the Personal Protective Equipment (PPE) supply chain early in the outbreak in Wuhan, China, one thing pandemic, having won around US$500 million in orders. Lingerie manufacturer certain is that Covid-19 continues to MAS Holdings was particularly quick to innovate its experience in textiles by fast-forward many existing long-term moving straight into PPE production for frontline health workers. Building on its trends, and the rising importance of trademark slogan, “Change is Courage” it transformed itself into a multi-national sound corporate governance is no manufacturer of medical and infection control apparel for caregivers, notably exception. with the use of some reusable materials. Whilst this is undoubtedly turning the dial in the right direction – indeed, very positive news for employees and their families, as well as for meeting urgent societal needs – pressing environmental In July, OECD’s Corporate Governance questions still linger in the wider garment industry about waste, consumption Committee released a draft of habits and the much-needed shift to environmentally-friendly productive their upcoming white paper for systems. consultation. The ‘Business at OECD’ draft, Improving Business Resilience The second pillar of the OECD’s draft paper focuses on “going concern” of Through Corporate Governance, solvency. If a company goes out of business, the impacts on employees, capital asks the question: Were we really providers, customers and suppliers are inevitably detrimental to all stakeholders. prepared for this pandemic if we look As some of the hardest lessons from Covid-19 relate to unexpected disruptions back at ourselves from the corporate to supply and value chains, the board needs to align the company’s business governance standpoint? strategy with a clearly defined enterprise risk management framework to ensure operational resilience. Even those companies that had a business continuity Stories will differ around the world plan have realised how ineffective they were in reacting to the unique nature of and across sectors, but the ultimate the Covid-19 crisis and its aftershocks. Crisis management needs to be 24/7, answer in ACCA’s view is that the global and quality reporting and communication with stakeholders and shareholders pandemic has proved how integral as to how the company is managing risk is vital. corporate governance is to building back better and leading the way to a The Professional Insights team at ACCA have taken on an extra focus on greener, more prosperous economy for emerging risks, for example, those stemming from the rapid leaps in digital the future. “It is important to note that transformations companies have made during the lockdowns or are still trying we do not need to reinvent the wheel. to do as economies re-open. Whilst on the bright side companies managed to We should seize this opportunity to shift swiftly to virtual AGMs, serious questions over data privacy, lack of skills create a more resilient and sustainable and appropriate training, as well as the increasing probability of cyberattacks economy by incorporating lessons are rising fast. Protectionism, growing geopolitical uncertainties and how these learned from the pandemic into our issues affect trade are also extremely important risks that boards cannot ignore. corporate governance framework,” the Committee emphasised. In upcoming months, we will be working on virtual roundtables with partner organisations, such as the Sri Lanka Institute of Directors, to help MESA The draft focuses on three main members address this increasingly interconnected risk landscape. In the pillars of corporate governance meantime, a recent paper authored by our Head of Business Insights, Narayanan post Covid-19. The first, Broadening Vaidyanatham, Meaningful Work for the Digital Professional: Roadmap Beyond perspectives of Board’s responsibility the Pandemic provides a sound, in-depth analysis of how digital transformation and fiduciary duty, is a call for boards can help businesses build a sustainable future. to broaden their thinking of corporate accountability and purpose. In The last pillar in the OECD draft paper is about Policy instruments to support this respect, the OECD Corporate governance and sustainability. In recent months, the OECD’s Committee has Governance Committee stressed how discussed its concern about whether virtual AGMs ensure shareholder rights boards need to take on more active and how directors need to maintain constant dialogue with investors (equity and and inclusive views to help meet credit) during times of disruption. The OECD’s overall policy recommendations the tougher challenges of managing home in on how important it is that investors, businesses and stakeholders 04
work together to build a more sustainable economy. “Unchecked, global to halve over this decade. Yet there environmental emergencies, such as climate change and biodiversity loss, are already signs that emissions are could cause social and economic damages far larger than those caused by rebounding as the economy restarts, Covid-19,” the OECD stated. a pattern that has been seen after past recessions.” In his presentation, In a comprehensive list of policy recommendations, Building Back Better: A Gore stressed how vital a sustainable Sustainable, Resilient Recovery after COVID-19 it explains that government approach to economic policy is in recovery policies need to trigger investment and behavioural changes that will developing countries with worsening reduce the likelihood of future shocks and increase society’s resilience to them. extreme weather. A report last year by ACCA agrees this is essential in countries like Sri Lanka that are particularly another one of my colleagues, Jimmy vulnerable to climate-related natural disasters, such as floods and droughts. Greer, on social and environmental Investors and consumer behavioural changes continue to drive sustainability value creation is worth reading as well. Responsible and sustainable investing using environment, social and According to Vivid Economics, governance (ESG) considerations was already mainstream before Covid-19 stimulus money considered to be erupted, and such fund managers continue to outperform traditional assets. environmentally impactful include From 2010 to the start of 2020, the MSCI Emerging Markets ESG Leaders those targeting Agriculture, Industry, Index, which tracks companies with high performance in ESG metrics relative Energy, Transport and Waste, given to their peers, outshone the broader MSCI Emerging Markets Index with 6.98% their historical record of being directly annualised gross returns versus 3.73%. tied to environmental and natural outcomes. Furthermore, it is critical The pandemic has only accelerated investors’ desire for private companies that funding in response to the with a focus on long-term structural change too, and they will be hunting for COVID crisis helps without risking small to medium companies that commit to ESG principles. The best ESG future public health, job security, investors in this space are those that engage with their portfolio companies, fiscal stability and environmental helping them learn about governance best practices and guiding them when it sustainability. comes sustainable strategies and solutions that lead to better impacts on the planet and, consequently, better bottom lines. Companies that save money by Local partnerships are also going reducing waste and utilising raw materials and less packaging are the ones able to be key to getting on the right to raise capital and grow. road to recovery, and boards could do more to forge such mutually Generation Investment Management, set up by former US Vice-President Al beneficial agreements in this regard. Gore in 2004, released its annual Sustainability Trends Report in July 2020 For example, Dialog Axiata, one of which showed how Covid-19 has underscored the need for more impactful Sri Lanka’s largest mobile network stimulus money to influence company directors, their investors and consumers. operator, has been making strides at “While carbon emissions are set to fall in 2020 due to COVID-19, they still need developing automation tools for the agricultural sector by collaborating Build back better mind-set for boards with local universities and SMEs. It has worked with the University of Moratuwa’s Mobile Communications Research Laboratory to collaboratively design and develop the hardware components needed. Dialog also worked with the University of Ruhuna’s Faculty of Agriculture on employing their data models into its Internet of Things (IoT) platform. In addition, Dialog has formed a partnership with Plant Beat, a local SME focused on protected agriculture, to help manage solution deployment and customer support. This includes training and upskilling Plant Beat staff. It is now focused on establishing more distribution partners to bring its solution to market. Such partnerships have allowed Dialog to develop sensors and control systems 10 times cheaper than European alternatives, while at the same customising its smart farm technology to Sri Lankan environmental conditions. 05
SHOULD BOARDS CHANGE THE WAY THEY WORK? Companies and their Boards are under intense scrutiny from shareholders, regulators, employees and other stakeholders. In times of uncertainty, the roles and responsibilities of a Director are even more demanding and Boards are required to go beyond the basic oversight function in order to be effective. The Sri Lanka Institute of Directors (SLID) hosted a webinar titled “Should Boards Change the Way they Work?” which discussed the Board experiences of a panel of independent non-executive directors (INEDs) representing a few of the worst hit sectors in the recent months. Moderating the session, Manil Jayesinghe – Partner, EY and President of the Institute of Chartered Accountants of Sri Lanka, highlighted the key trends which have emerged and made major impacts on businesses in recent times. From overall disruption in business to permanent changes Mr. Manil Jayesinghe in society to company structures and geo-political links to impacts on supply chains, the c-19 pandemic has provided an extra-ordinary, never- seen before, backdrop to doing business. He stated that the response to these challenges lie in a company’s agility and its ability to respond on the run. Expressing her experience on the broad spectrum of challenges facing the hospitality and tourism sector, Kamini Reddy, representing a family owned group of companies located in the Pacific Islands and an INED of Jetwing Symphony PLC, stated that as an INED, her focus was on cash flows and the survival of companies with the high overhead costs to be managed. She went onto state that making decisions which affected people’s livelihoods was one of the biggest challenges for her personally, where large numbers of people were made redundant as a result of the closing of borders during the pandemic. Reddy also commented that Ms. Kamini Reddy sourcing of health and safety equipment and training of staff were a few 06
of the measures which had to be adopted within a short period of time. The apparel sector being one of the worst hit sectors, continues to see weak order books, with second waves of the pandemic affecting Sri Lanka’s major export markets. Commenting on business dependency and the uncertainty around not knowing which of your customers would fall off the cliff, Harin De Silva Wijeyeratne an INED and Audit Committee Chairman of MAS Holdings PLC, stated that liquidity was the real crisis and of paramount concern for directors on the Boards of apparel companies. He also spoke of the proactive measures and strict controls taken to contain the spread of the virus, whilst ensuring the physical and mental well-being of employees. “More regular communication, with management playing the major role in ensuring compliance across the entire company” is how Wijeratne summarized the role of INEDs in the companies Mr. Harin De represented by him. He also commented that supporting the mental health of employees was critical to creating a safe Silva Wijeyeratne physical environment, and had featured on the Board’s agenda. Elaborating further on the issue of mental health, Reddy was of the view that focusing on it was extremely important during the readjustment phase with clear and frequent communication on the company’s response plans, from social distancing to wearing personal protective equipment (PPE), as well as details about the workforce and financial stability. The post c-19 business environment requires a new way of thinking about risk and transformation. It requires risk management to be more dynamic. At the Board level, this translates to adopting a future-fit risk approach that is more attuned to external business trends and one that allows Mr. D. Soosaipillai management to focus on identifying and capitalizing on risks that enhance trust and enables innovation and value creation. Soosaipillai, an INED on a number of banking and financial institutions, was of the view that while Boards were thrown into the deep-end overnight, from cybersecurity threats to a volatile geopolitical landscape and pandemics, the situation had put pressure on Boards to build risk resilience and create long-term value for their companies. He stated that it was important for Boards to address the top risks associated with the protection of information assets instead of leaving the CIOs to act in isolation. Companies today must embrace technological innovations to survive and transform and Board members must clearly acknowledge this. While this provides strategic opportunities for companies, it also introduces new cyber and data privacy vulnerabilities, creating an increasingly complex cybersecurity landscape. Cyber security is not a regular discussion item on Board agendas which gives rise to an urgent need for oversight of this existential threat. The current crisis sheds light on the vital importance of a diverse Board. A Board with a breadth of experience, relevant industry and functional expertise, and a range of ages, genders, and backgrounds would enable an organization to assess challenges from a variety of perspectives. Boards should seize this moment to step up their game and provide critically needed guidance to their organizations. 07
Eshan Fernando is the Business Manager at Gestetner of Ceylon PLC with over 8 years’ experience in the field of Marketing and Sales. He holds a BBA double major in Management & Marketing and presently reading for an MBA in General Administration. Capex over tough times Challenges for Financial sector Post Covid Responses New opportunities will definitely require new investments. As an immediate response Termination of Capex is understandable. However, it is likely that in The most common among the post most businesses this will lead to shutting themselves to new opportunities in Covid precautionary measures by the market. businesses is the suspension of Capex. Due to this the response is Those businesses that are courageous to remain open minded in terms of understandable given the sudden capex would have and continue to instinctively seek new opportunities. As and unexpected nature of the current stated previously those who seek opportunities do encounter them. The power pandemic. Decision makers are facing of a positive mindset summed up in Lord Buddha’s quote: “Mind is everything. a difficult task in the midst of not just What you think you become” a crisis but one that is aggravated due to its uncertainty particularly in terms Funding Challenges to Capex of timelines. Open mindedness to capex is all well and good. However, funding Capex is Responses among the large and a challenge in the current climate of uncertainties in the market. But it is not small businesses ranged from the unsurmountable. riskiest of all being to do nothing to Understandably for most businesses Banks are the primary source of funding the other extreme of hyped up anxiety. for capex. However, Banks have their own challenges at times like now. Non- The outcomes of the former are easy performing loans and ever-increasing regulatory requirements compel them to to comprehend but the latter were escalate their criteria for evaluating funding requests. Therefore, businesses mostly uncoordinated moves ending with strong fundamentals are unlikely to be constrained in seeking funding from up targeting the wrong problems. Banks. Fortunately, most businesses upheld Banks themselves have their own challenges. Besides the higher risk profile calmness with well thought-out under the prevailing situation they have stipulations on capital adequacy that responses. Staff related decisions they need to comply with. This is an added pressure on their own capex were the most difficult of all. While decisions. many adopted the simplistic approach of measures such as benching Banking is presently in an evolving phase. Many technological changes are there were a minority that adopted directed towards the Banking sector. Adaptation to these trends are imperative more meaningful approaches. Most to maintain their competitiveness. outstanding of the latter were those Therefore, funding for capex including essential capex as in the case of Banks that viewed its manpower not just is a challenge. Challenges provoke innovation. One of these innovations is as a cost but beyond. For example, for equipment suppliers to depart from conventional methods of selling and consensus based and voluntary structure their offerings to OpEx equivalents. sacrifices of earnings by employees that cumulatively were sufficient to Such OpEx offerings can also include the aspects of operation and maintenance avoid benching or retrenchments. of the equipment. Thus, there is scope for the OpEx offerings to be an outsourcing option i.e. outsourcing the ownership, operation and maintenance Post Covid Challenges of the equipment. This has twofold benefits. Savings of much needed cash and maintaining “key” Bank ratios within acceptable limits and leave the handling of Luckily, many businesses have capital expenditure items to experts which in turn may help contain own staff. weathered the stormy period over It may also be possible that experts by the very fact of being specialists may the past 06 months. They are now build synergies and hence offer at very competitive and attractive prices. There entering the next phase. A minority may be times that Banks may themselves fund the operator thereby creating of these are equipped with the belief business opportunities and at times banks themselves can be the clients of that there are always hidden but such operators too, thereby guaranteeing recoveries of such loan facility. significant opportunities nestled during such crises. This requires the Therefore, to overcome all challenge at the current stage Opex offerings scarce business attribute of positive and solutions will be the key to success when taking new opportunities into mindset. consideration. 08
Secretariat NEWS 07 01 E TE PR and Communications Director Search Developing communications Get an opportunity to apply strategies that will drive IT for INED Board Positions. knowledge and understanding M Create your resume and get of SLID’s services amongst its RE M an opportunity to be members and non-members CO selected through CV BR searches AN OGY 02 DIN ND TECHNOL Member Benefits Re-vamping SLID’s G AND PUBLICITY Tech for Corporates benefits to keep our Board awareness on SLID members technology through continuously engaged webinars, seminars and workshops 06 COMMITTEES N A Sponsorships O Our events will not be 05 ATI possible without the Digital platform for SLID support of our C generous sponsors. V Creating a better OM Partner with SLID for O experience for SLID Platinum, Gold and N members through a M Silver sponsorship IN digital experience packages IT T Policy Development 03 E Identifying and defining the E problems or issues that necessitate the development of a SLID policy 04 10
Board Leadership Training Intake-10 STRATEGIC SLID resumed its Board Leadership Training Program taking LEADERSHIP into account applicable health and safety measures. The Session on “Strategic Leadership” was held in September 2020 at The Ivy Room of the Cinnamon Grand, Colombo. 11
SLID signs MOU with ACCA SLID (The Sri Lanka Institute of Directors) and ACCA (the Association of Chartered Certified Accountants) signed a formal partnership agreement (MoU) signalling a new level of cooperation between the professional body and SLID, Sri Lanka’s premiere membership organization on Corporate Governance. Both organizations share the common goal of advancing and driving their Corporate Governance agenda between their members. “We are delighted to partner ACCA as our goals are complementary. We propagate Corporate Governance and train directors and “would be” directors while ACCA train school leavers and graduates in professional accountancy, which is a stepping-stone to board positions.” A.R. Rasiah Chairman – SLID SLID is pleased to announce the appointment of Sarah Hedwige as Business Development Manager. She holds a Bachelors in Business from the RMIT University in Australia and a Diploma in Management from the Sarah joins Raffles Institute in Singapore. Her work experience includes a number of roles SLID ! in the areas of sales, management and administration. Sarah takes over from Ms. Mala Herath who served as Operations Manager of the Secretariat. We thank Mala for her invaluable contribution made over a period of 5 years and wish her well in all her future endeavours. WE ARE MOVING! The SLID secretariat will be relocated to Room 166 & 167 of The Cinnamon Grand Colombo. Please update your records with our new address. We will be commencing business at our new location on 19th October 2020. 12
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BlueScope Lysaght Lanka (Pvt) Ltd BlueScope Lysaght Lanka was established in Sri Lanka buildings, airports, sports stadiums and other public back in 1994. The company is a fully owned subsidiary of buildings as well as commercial and residential buildings. Tata BlueScope Steel Ltd which is an equal joint venture between Tata Steel and BlueScope Steel in the field of BlueScope Lysaght is awarded by GREENSL® LABELLING coated steel. LYSAGHT products are of the highest quality SYSTEM certificate of Green Building Council of Sri Lanka. as their parent company Tata BlueScope Steels maintains It has been certified that LYSAGHT® range of products high standards in the area of Safety, Health and Environment manufactured with COLORBOND® XRW Steel have and has been certified by Underwriters Laboratory Inc. for met with all requirements to endorse as the very first ISO 9001: 2008 as well as by M/s. UL MSS India for the ISO GREENSL® Labelled roofing Product in Sri Lanka. Now 14001 & OHSAS 18001 certifications. we at BlueScope offer green certified, eco-friendly roofing solutions with a variety of green design features such as lead free roofing sheets enabling rain water harvesting, higher solar reflectance index values, reduced peak roof temperature up to 6° C and reduced annual cooling energy by 15% in compliance with THERMATECHTM Technology. BlueScope Lysaght is world’s premier roofing solution provider that is dedicated to manufacture, supply and installation of top quality and intensive processed steel building products with a legacy of more than 150 years worldwide and more than 25 years in Sri Lanka. Amid intense competition in the construction industry, LYSAGHT® is synonyms with producing high quality steel building components along with other advantages such as LYSAGHT® products are backed by research and development in world class laboratories, enhanced thermal performance against any weather conditions, superior aesthetics, longer durability, lowered ambient temperature, eco-friendly product features. The Brand LYSAGHT first came into origin when the potential in corrugated iron sheeting was discovered and experimented on by John Lysaght back in 1857. He did this under the trademark “Orb” which later transitioned into the future as LYSAGHT. Since its inception Lysaght products have been pioneers in shaping the world; from iconic corrugated roofs to large commercial and industrial projects. The LYSAGHT ® range of premium building products are manufactured from high quality steel products such as COLORBOND® steel and ZINCALUME® steel. Although located in Sri Lanka Lysaght has the complete backing and unrelenting support of its parent company BlueScope which, being Australia’s largest Steel Maker guarantees nothing but the best in terms quality and customer satisfaction. Made from 100% Australian steel, Lysaght products are extensively performance-tested, come with a BlueScope warranty, and offers customers confidence and peace of mind. For over a decade, LYSAGHT ® roofing, walling, structural purlin and decking systems have been extensively used by thousands of construction projects throughout Sri Lanka. These include projects such as power stations, industrial 15
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New Members Ms. Elisha Mayanka Gomes Mr. Hari Dharshan Sathiamoorthy Director Joint Managing Director Westgate International (Pvt) Ltd Built Element Limited Mr. Gayan Bandara Rathnayake Mr. Sathiamoorthy Sivamohan Director Managing Director Sathuta Builders (Pvt) Ltd Mascons (Pvt) Limited Mr. Lahiru Jayasinghe Mr. Sisira Kumara Kehelgamuwa Chief Operating Officer Director – Branch Operations St. Anthony’s Industries Group (Pvt) Ltd Certis Lanka Courier Services (Pvt) Ltd Mr. Thanushka Jayasundera Ms. Chathika Ranawana Chief Financial Officer Director – General Managress Janashakthi Insurance PLC Certis Lanka Home Nursing & Swift Care Ms. Charmine Ruvini Kariyawasan Mr. Ranjith Marcus Perera Director Corporate Affairs Managing Director Perera & Sons Bakers (Pvt) Ltd R M Perera (Pvt) Ltd Ms. Aruni Siriwardene Mr. Karupudayan Thevkanth Director/Co-Founder Director Advik Consulting (Pvt) Ltd R M Perera (Pvt) Ltd Mr. Anura de Alwis Ms. Sonali Perera Thevkanth Board Director Director Slasscom R M Perera (Pvt) Ltd Mr. Aruni Siriwardene Joint Managing Director Built Element Limited 18
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MOST AWARDED PACKAGING COMPANY
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