The corporate governance environment in Sri Lanka is governed by a number of laws, rules, and regulations that control various kinds of companies. A key piece of law that lays the groundwork for businesses operating in the nation is the Companies Act of 2007. The principal regulatory agency in charge of regulating matters pertaining to corporate governance and the capital market is the Securities and Exchange Commission of Sri Lanka (SEC). Guidelines for listed businesses in Sri Lanka are provided by the SEC's Code of Best Practice on Corporate Governance. The charter strives to advance responsible corporate behavior, safeguard shareholder rights, and improve accountability and transparency. It addresses a number of facets of corporate governance, such as the make-up of the board, audit procedures, risk management, and disclosure obligations. The board of directors, which oversees and gives corporations strategic direction, is essential to corporate governance. According to research Brahmanage and Rambaldi, (2019), independent directors are crucial for preventing agency conflicts and ensuring the interests of minority shareholders are protected.
In Sri Lanka, businesses' ownership structures can differ greatly. There are many family-owned companies and conglomerates, which could provide special governance issues. The relationship between Sri Lanka's corporate governance practises and ownership structure has been researched (Jayawickrama & Kanthi, 2020). Corporate governance practices are significantly influenced by institutional investors, including pension funds and mutual funds. The effect of institutional investors on governance and their involvement in shareholder activism has been studied (De Silva & Herath, 2018).Maintaining investor trust and luring foreign investment depend on transparent and accurate financial reporting. The standard of financial reporting and disclosure practices in Sri Lanka and their effects on corporate governance have been the subject of research (Mendis, 2019).
With recent corporate scandals and the regulatory actions taken by regulatory organizations to protect the interests of the shareholders, interest in corporate governance has increased in Sri Lanka. The collapse of several financial institutions, like Pramuka and Golden Key, has highlighted how critical it is for Sri Lankans to adopt good governance principles and has given regulators new insight into how to put up efficient governance mechanisms to safeguard shareholder interests. Although Sri Lankan businesses have been using the notion of corporate governance informally since the British era, the establishment of official regulations on corporate governance began in 1997 at the initiative of Chartered Accountancy Sri Lanka (ICASL). The Institute of Chartered Accountancy Sri Lanka (ICASL) published the first corporate governance code in Sri Lanka in 1997. It is a voluntary code of best practices on issues relating to financial aspects of corporate governance. The recommendations of the Cadbury Code (1992) served as the foundation for this code.
A new Code of Best Practice on Audit was published by ICASL in 2003, replacing the one that had been created in 1997 with assistance from the Securities and Exchange Commission of Sri Lanka (SEC). The Hampel study from 1998 served as a major inspiration for the creation of the new code. The combined code on corporate governance, published in 2003, was created to ensure that Sri Lankan norms for corporate governance are consistent with global trends. However, Sri 17 Lankan corporate governance development lagged far behind that of nations like the United Kingdom and the United States, and by the time Sri Lanka introduced its new Code of Best Practice on Corporate Governance, the aforementioned nations had significantly improved their governance frameworks by enacting a number of Governance codes between 1998 and 2003.
Internal Controls Turnbull Report (1999), Audit Committees Smith Report (2003), Review of the Role and Responsibilities of Non-Executive Directors Higgs Report (2003), and Sarbanes Oxley Act in the USA after the failure of Enron and WorldCom. As a result, corporate governance reforms and code development in Sri Lanka proceeded slowly. The code of Best Practice on Corporate Governance (2008), which was developed by ICASL in collaboration with the SEC for voluntary compliance by listed companies in conjunction with the mandatory rules on Corporate Governance that have been incorporated into Colombo Stock Exchange (CSE) listing rules, has since taken the place of the ICASL code (2003).
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