DIRECTIVE ISSUED IN TERMS OF SECTIONS 13 © AND 13 (g) OF THE SECURITIES AND EXCHANGE COMMISSION OF SRI LANKA ACT NO.36 OF 1987 (AS AMENDED).
RE: CONFLICT OF INTEREST ARISING IN THE CREDIT RATING OF THE DEBENTURE ISSUE OF EAP BROADCASTING COMPANY LIMITED
The Securities and Exchange Commission of Sri Lanka (SEC) meeting held on 9th June 2015 deliberated on the finding of prima facie conflict of interest in the rating of the proposed debenture issue of EAP Broadcasting Company Limited by Lanka Rating agency Limited (LRA). The said conflict of interest arises from having a common director on the respective Boards of Directors of both the issuer company and the Credit Rating Agency and two of the Directors of the view that the integrity of the process adopted by LRA not appear to support the credibility of the rating.
The Commission took serious note of the fact that LRA is in breach of Part V D (iv) of the Schedule to the securities and Exchange Commission of Sri Lanka Act No. 36 of 1987 (as amended) which stipulate the terms and conditions a Credit Rating agency has to comply with in order to be registered with the SEC.
The Commission having afforded a hearing to the Boards of Directors of EAP Broadcasting Company Limited and Lanka Rating Agency Limited decided to direct the Colombo Stock Exchange and the Colombo Stock Exchange Is hereby directed.
To defer the opening of subscription of the proposed debenture issue of EAF Broadcasting Company Limited scheduled for 11th June until a rating on the issue is obtained from an independent Credit Rating Agency registered with the SEC and disclosed to the public
This directive shall be effective from the date hereof.
10th June 2015
EAP BROADCASTING COMPANY LIMITED- DEBENTURE ISSUE 2015
We write further to the Circular dated 25th May 2015 (Circular No: 08-05-2015) by the CSE.
In terms of the Directive dated 09th June 2015 (SEC/LEG/15/06/04) issued by the SEC, the SEC has directed the CSE to defer the opening date of subscription of the proposed debenture issue of EAP Broadcasting Company Limited scheduled for 11th June 2015, until a rating on the issue is obtained from an independent Credit Rating Agency registered with the SEC and disclosed to the public.
Accordingly, the CSE has informed EAP Broadcasting Company Limited to defer the opening date of subscription of the proposed debenture issue of the company scheduled for 11th June 2015, until a rating on the issue is obtained from an independent Credit Rating Agency registered with the SEC and disclosed to the public.
Lanka Rating Agency gets new shareholders
Aug 31, 2014 2:45:51 PM - www.ft.lk
Subsequent to the restructuring of RAM Holdings Berhad, the former RAM Ratings Lanka (RAML) and now Lanka Rating Agency’s (LRA), new shareholders are Hatton National Bank PLC, Commercial Bank of Ceylon PLC, National Development Bank PLC, Sampath Bank PLC, Capital Alliance Holdings Ltd., and Icon Investment Holdings Ltd.
LRA would function as a domestic Rating Agency using its own criteria and methodology fine-tuned by CRISIL as per the MOU signed with CRISIL.
LRA’s Technical Partner is CRISIL India. CRISIL is a global analytical company that provides ratings, research and risk and policy advisory services.
CRISIL is India’s leading Rating Agency and is the foremost provider of high-end research to some of the world’s largest Banks and leading Corporations. CRISIL’s major shareholder is Standard and Poor’s (S&P). Standard & Poor’s is a part of McGraw Hill Financial services (formerly The McGraw-Hill Companies) (NYSE:MHFI), and is one of the world’s foremost provider of credit ratings.
LRA’s new Rating Committee Members are Dr. Dayanath Jayasuriya P.C., Russell De Mel, V. Kanagasabapathy, V. Semuri and M.V. Gangadara. LRA assures its clients that despite the change of ownership and name whatever ratings given by RAM Ratings Lanka (RAML) will remain valid for the specific purpose or time period for which the rating was assigned. Lanka Rating Agency Ltd. is registered with the Securities and Exchange Commission of Sri Lanka as a credit rating agency.
www.ft.lk - Lanka Rating Agency gets new shareholders
Dr. Dayanath Jayasuriya
Dr. Jayasuriya is a President’s Council, a former Chairman & Director General of Securities and Exchange Commission (SEC) and Insurance Board of Sri Lanka and an international authority on Financial Services Law, Compliance and Securities and Capital Markets. He has worked for many years with the United Nations and its specialized agencies in Geneva, Vienna, Bangkok and New Delhi. His last position was as the lead of a UN agency in Pakistan.
Mr. K.M.M.P.B. Tittawella
Mr. Mano Tittawella was a Senior Presidential Advisor on Economic Affairs and was the Senior Director General - President’s Office from August 2003 to November 2005. Mr. Tittawella was also the first Chairman and the Chief Executive Officer of the Strategic Enterprise Management Agency (SEMA), which was an initiative that he prompted to bring better accountability, governance and performance to the largest public enterprises in Sri Lanka. He was also a Member of the Board of National Council for Economic Development (NCED) which was the apex body co- coordinating all economic development activities in Sri Lanka. He was also appointed as Chairman of TAFREN - “Task Force to Rebuild the Nation” that was set up for to handle post Tsunami Reconstruction and Recovery. He has also held many key positions in the state sector such as Director General of Public Enterprises Reform Commission (PERC), the then privatization agency of Government of Sri Lanka and Chairman of People’s Bank, along with many Board positions in some of Sri Lanka’s largest public enterprises. He has an MBA in Capital Markets & Finance from University of Edinburgh and a postgraduate Diploma in Human Computer Interaction from the British Open University. He was a member of Trustees (IBT) of CIM, UK from 2000 to 2003. Mr. Tittawella also held the posts of Head of Research at Jardine Fleming, Sri Lanka, Chief Executive Officer & Managing Director of Lanka Securities (Pvt) Ltd - The stock broking Company of Merchant Bank of Sri Lanka Ltd (MBSL) and Director Business Development of MBSL. At present, he is the Executive Chairman of EAP Group, a diversified Sri Lankan Conglomerate in Finance and Insurance, Media Film & Entertainment, Leisure, Trading and Property Development.
Mr.Jeewaka Hemal Edirisinghe
Mr. Jeewaka Edirisinghe is also the Chairman of ETI Finance Ltd and Swarnamahal Financial Services PLC. He counts over 25 years of extensive experience in the fields of Gold, Jewelry, Finance, Electronic Media and Management.
Mrs. Anjali Deepa Edirisinghe
Mrs. Deepa Edirisinghe is a Director of EAP Edirisinghe Group of Companies, counts for over 20 years of experience in the fields of Management and Finance.
Mr. Nalaka Premal Edirisinghe
Mr. Nalaka Edirisinghe, Director of EAP Edirisinghe Group of Companies has over 20 years experience in Finance and Management.
Mr. Asanka Srimal Edirisinghe
He is a finalist of the Chartered Institute of Management Accountants (UK) and a Master of the Film Association. He counts over 20 years of experience in the fields of Film industry, he has an expert knowledge in Gold & other precious metals & stones, and counts for over 20 years of extensive experience in the fields of Gold and Information Technology.
Mr. N.I. Russell De Mel
Mr. Russell De Mel, having been with the NDB for over 30 years, retired as the Bank’s Director/Group Chief Executive Officer in August 2013. Prior to his appointment as Group CEO, he served as Vice president - Head of Corporate Banking Group and as Vice President - Head of Group Risk Management. During his career at NDB, he has held many key positions. As Head of Group Risk Management, Director on several Boards of the NDB Group Companies until his retirement from NDB. Mr. De Mel has travelled extensively and also received comprehensive training in both development & Commercial Banking, Risk Management & in General Management, at prestigious institutions, including National University of Singapore, INSEAD, Fontainbleau. He is a fellow of the Chartered Institute of Management Accountants, UK (FCMA), a Chartered Global Management Accountant (CGMA) & a Fellow of the Institute of Certified Management Accountants (FCMA), Sri Lanka. At present, he is a member of the Board of Directors of Housing Development Finance Corporation, Maldive Islands & TAL Hotels Lanka Plc (Taj Samudra). He is also a member of the Rating Committee of Lanka Rating Agency.
Mr. M.P. Jayawardena
He is a fellow of the Institute of Chartered Accountants of Sri Lanka. He was the Managing Director/ CEO of Chemanex PLC until 31st March 2013 and currently functions as a Consultant to the Chemanex Group of Companies. He accounts for over 35 years post qualifying experience both locally and overseas, specializing in Finance & Treasury operations. He is the Chairman of Lanka Rating Agency (formerly Ram Rating) and Commercial Insurance Brokers Ltd. He is also the Deputy Chairman of Commercial Bank PLC and a Group Director of CIC Holdings (PLC) and John Keels Foods PLC. He is a member of the Monitory Policy Consultants Committee of the Central Bank of Sri Lanka and the Deputy Chairman of the Sri Lanka Institute of Directors.
Mr. C.B. Pinto-Jayawardena
Mr. Bertal Pinto-Jayawardena is a Fellow of the Institute of Chartered Accountants of Sri Lanka and an Associate Member of the Institute of Chartered Management Accountants UK. Mr. Pinto-Jayawardena is also a Member of the Institute of Management, UK and a multiple award winner at accounting examinations. He counts nearly 30 years of experience in Senior Management positions which include Head of Finance & Administration at Standard Chartered Bank, Head of Finance, MIS & Risk Management of People’s Bank and Director of People’s Leasing Company. His last tenure was at Janashakthi Insurance PLC as General Manager - Finance & Planning. His initial professional training was at KPMG Ford Rhodes Thornton & Co. ending up as a Senior Manager. During his tenure as a Manager, he was seconded to Peat Marwick Mitchell in Zambia for a brief spell. He is a holder of a Diploma in Risk Management obtained through a scholarship awarded by the Swedish International Development Agency. He has also received extensive training and exposure in Management, Banking Insurance & Finance in the UK, USA, and Japan and at many other overseas programs. He has served as a resource person and a panelist at many professional fora organized by the Institute of Chartered Accountants of Sri Lanka, CIMA Sri Lanka, Central Bank of Sri Lanka, the Sri Lanka Insurance Institute and others. He was a Council Member of CIMA Sri Lanka and has served on various committees of the Institute of Chartered Accountants. He is also the Founder Trustee of Ekamuthu Oray Makkal Unity Mission Trust, a non-profit organization fostering unity, integration, healing and reconciliation in Sri Lanka since May 2009, amongst teenaged youth. He is an old boy of S. Thomas College, Mt. Lavinia. He has been actively involved in projects relating to his Alma Mater where he was also the Founder Chairman of the STC Special Events Team, which amongst others led the efforts to commemorate the 150th Anniversary of the College and 125th Anniversary of the OBA.
Mr. Buddika Priyanka Kulasekara Buddika Kulasekara currently serves as the Executive Vice President/ Chief Operating Officer of EAP Broadcasting Company Limited (TV). He is liable of the entire operations of the company and always ensures that the vision of the company is met whilst a achieving its objective and expectations. Buddika received his primary education from Vidyartha College, Kandy. For higher education, he attended the University of Colombo and obtained a Degree in Bachelor of Arts. Further, Buddika has over 14 years of experience as a RV/Radio presenter having worked with major radio broadcast companies in Sri Lanka such as ABC and TV Lanka. He is acclaimed for his concept and presentation of ‘Rathu Ira’ and ‘Sanda Madala’ which is telecasted through Swarnavahini channel for the past several years. Though he has become popular from his career as a Television host, he has appeared before the public in versatile forms such as Executive Producer for teledramas Banadara Deiyo, Sayuri, Facebook, Para Walalu, Muthu Palasa, Giri Kula, Chess, Kalu Araliya etc. Telecast on Swarnavahini. The other popular programs created by him include the reality shows such as Dance Stars Dance and Mega Star. In addition to that, he has initiated Swarna Nidanaya and Swarna Thun Paya promotional programmes. Under the guidance of Buddika, Swarnavahini was able to win the AC Neilson/ Slim Peoples awards and many more awards during the past several years.
Sri Lanka regulator finds conflict of interest in rating of EAP Broadcasting debenture issue
Tue, Jun 9, 2015, 11:58 pm SL Time, ColomboPage News Desk, Sri Lanka.
June 09, Colombo: Sri Lanka's securities regulator, Security and Exchange Commission (SEC) today said there is a conflict of interest in the rating of the Company's debenture issue as both the company and the rating agency have a common director.
Issuing a statement, SEC said at its meeting Tuesday, the regulator deliberated on the finding of a prima facie conflict of interest in the rating of EAP Broadcasting Company's debenture issue.
The conflict of interest arises from having a common director on the respective Boards of Directors of both the issuer company and the credit rating agency, Lanka Rating Agency (LRA) and two of the directors of the issuing company being members on the rating committed of LRA, the SEC said.
EAP Broadcasting Company (EAB) Ltd, a member of the EAP Group of Companies, has announced that it intends to issue listed, rated redeemable debentures worth a total value of Rs. 3 billion.
The SEC said it took serious note of the fact that LRA is in breach of amended SEC Act of 1987, which stipulates the terms and conditions a credit rating agency has to comply with in order to be registered with the SEC.
The Commission has afforded a hearing to the Boards of Directors of EAP Broadcasting Company and the LRA, SEC informed the Colombo Stock exchange (CSE).
The SEC has deferred the opening date of subscription of the proposed debenture issue of EAP Broadcasting Company scheduled for June 11th until a rating on the issue is obtained from an independent Credit Rating Agency registered with the SEC and disclosed to the public.
The directive is in effect from today.
EBC, established in July 1992, owns and operates one of Sri Lanka's most popular and profitable TV stations - Swarnavahini. It also operates leading radio stations like Shree FM and E FM. ETV and Ran FM are also two TV andradio stations, which are owned by EBC and which will be re-launched during the course of this year.
Tittawella, Mr. Mano
Mano Tittawella was a past chairman of People’s Bank and its subsidiaries during the period March 2000 to January 2002. He was also the Senior Presidential Advisor on Economic Affairs and was the Senior Director General – President’s Office from August 2003 to November 2005.
Mano was also the first Chairman and the Chief Executive Officer of the Strategic Enterprises Management Agency (SEMA), which was an initiative that was promoted to bring better accountability, governance and performance to the largest Public Enterprises in Sri Lanka. He was also a Member of the Board of National Council for Economic Development (NCED) which was the apex body co-coordinating all economic development activities in Sri Lanka. He was appointed as Chairman of TAFREN – “TASK FORCE TO REBUILD THE NATION” that was set up to handle Post Tsunami reconstruction and recovery. He has held many key positions in the State Sector such as Director General of Public Enterprises Reform Commission (PERC), the then Privatization Agency of the Government of Sri Lanka and many Board positions in some of Sri Lanka’s largest public enterprises.
Having had his earlier experience in stock broking and investment banking, Mano was a chief executive officer of a leading stock broking company in Sri Lanka and was the Director-Business Development of Merchant Bank of Sri Lanka Ltd (MBSL) in the mid nineties.
Born on 8th May 1960, Mano was educated at Royal College Colombo and has over 25 years experience in senior positions in private and public sector institutions.
Mano has an MBA in Capital Markets & Finance from the University of Edinburgh and a Postgraduate Diploma in Human Computer Interaction from the British Open University. He is a Member of the Chartered Institute of Marketing (CIM), UK. He was also a Member of the International Board of Trustees (IBT) of CIM-UK a few years ago.
Mano is presently a senior consultant to a number of local and international companies.
Courtesy - www.cse.lk/cmt/upload_cse_announcements/201433858959_.pdf