Corporate Governance Policy

Board Committees Policy

The Board of Directors of SML is committed to ensuring effective governance through the establishment of essential board committees. These committees are the Nomination and Governance Committee, Remuneration Committee, Audit Committee, and Related Party Transaction Review Committee. The Chairperson of the Board of Directors shall not serve as the Chairperson of these committees to maintain independence and objectivity.

Anti-Bribery and Corruption Policy

This Anti-Corruption Compliance Policy (the “Policy”) establishes guidelines to prevent and combat bribery and corruption within SML. The organization has a zero-tolerance approach toward any form of corrupt activity, and violations may result in disciplinary actions, including dismissal.

Asset Management and Shareholder Investment Policy

This policy establishes the principles, guidelines, and procedures for the responsible management of company assets and the protection of shareholder investments at SML (hereinafter referred to as “the Company”). All directors and employees share the responsibility for safeguarding and effectively utilizing the Company’s assets.

Corporate Disclosures Policy Document

This Corporate Disclosures Policy (hereinafter referred to as “the Policy”) outlines the principles and procedures the Company adheres to in safeguarding price-sensitive information. The Policy aims to ensure compliance with Colombo Stock Exchange (CSE) regulations, prevent insider trading, promote market transparency, and bolster investor confidence in the Company’s governance.

Corporate Governance, Nominations and Re-election Policy

The Corporate Governance, Nominations, and Re-election Policy of Sathosa Motors PLC outlines the principles and procedures for nominating and re-electing directors. This policy ensures compliance with best practices and legal regulations, promoting transparency, accountability, and effective governance. The Board of Directors is responsible for overseeing the company’s governance and strategic direction, ensuring leadership that drives sustainable growth.

ESG Sustainability Policy

Sathosa Motors PLC, a listed company on the Colombo Stock Exchange (CSE), is committed to promoting environmental sustainability, social responsibility, and strong governance practices. This ESG Sustainability Policy outlines our dedication to these principles and guides our efforts in fostering a sustainable and responsible business.

Code of Business Conduct and Ethics Policy Statement

SML is committed to upholding the highest standards of ethical behaviour. The Company fosters an ethical culture led by shareholders, directors, and management and adopted by all employees, ensuring integrity in all actions and decisions.

Shareholder and Investor Relations Policy Statement

This policy outlines the principles, guidelines, and procedures for providing information to shareholders, stakeholders, and the public at Sathosa Motors PLC

Remuneration Policy Statement

The Remuneration Policy of Sathosa Motors PLC (SML) establishes the principles, procedures, and criteria for determining the remuneration of directors, key management personnel (KMP), and employees. The total remuneration package at SML will consist of a combination of fixed compensation, benefits, and variable pay, designed to promote competitiveness and support the execution of the company’s strategy.

Risk Management and Internal Controls Policy

This policy establishes a structured and comprehensive framework for managing risks and ensuring
effective internal controls within the Company, ensuring resilience in a dynamic business
environment.

The Policy on Matters Relating to the Board of Directors

Whistleblowing Policy Statement

Sathosa Motors PLC (SML) is committed to promoting and maintaining high standards of integrity, transparency, and accountability in all its operations. This Whistleblowing Policy is designed to encourage employees, board members, and third-party agents to report concerns regarding misconduct, improper actions, or illegal activities. It ensures that such reports can be made without fear of retaliation or negative consequences. All disclosures will be treated confidentially and thoroughly investigated, ensuring alignment with the company’s core values and ethical standards.