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An Inside look to

MTD Walkers.

MTD Walkers PLC-CML-MTD Construction Ltd


The company formerly known as Carsons Construction Ltd, started as a joint venture in November 1980, between Carson Cumberbatch Co. Ltd., and the Edwards Brothers Group of New Zealand.
In 1993, following a management buyout of shares owned by Carson Cumberbatch & Co. Ltd., the
company changed its name to CML Edwards Construction Limited.
In December 2005, Edwards Brothers group of New Zealand, divested their holding to the MTD Capital
group of Malaysia now known as Alloy MTD Group, one of the largest and most reputed firms in
Malaysia with core businesses in Civil engineering and Construction, Infrastructure and Development.
Following this change we became CML-MTD Construction Ltd.
MTD Walkers PLC, which is a publicly listed company in Sri Lanka, is the largest shareholder of CMLMTD Construction Limited. Through the MTD Walkers PLC Group synergies, CML-MTD has access to
vast Financial, Technical and Engineering resources and also, has access to affiliated construction partners
in the overseas markets such as Saudi Arabia, Oman, Qatar, Bangladesh and Maldives.

Vision
To be the leading premier infrastructure constructor in Sri Lanka.
Mission
To effectively utilize and develop the companys resources in Engineering, Technical knowledge,
Management skills and capital, in combination with state of the art Plant and technology to efficiently
execute projects providing value additions to all our stakeholders.

Key People

Board of directors (Including Chairman, Group Executive Deputy Chairman,)


Group Management Committee
Corporate Management (General Managers, Deputy General Managers)
Company Secretary

Key Responsibilities of the chairman

The Chairman provides leadership to the board and is responsible for the governance and the
effective operations of the board. The Chairman also sets the agenda for board deliberations and
ensures that opinions of all Directors are appropriately considered in decision making.

Leading the board towards effective strategizing and ensuring quality of governance within an
ethical framework.

Guaranteeing that constructive working relations are maintained between the Executive and NonExecutive members of the board.

Ensuring with the aid of the board Secretary that board procedures are followed and information
is distributed in a timely manner to the board members.

Key Responsibilities of the director board other Managers

The board of Directors sets the strategic objectives of MTD walkers LC and reviews the detailed
planning and implementation of those objectives and policies, by the management Committee, in
accordance with the board assigned risk parameters. The board also monitors compliance with the
policies and actual performance against set objectives through regular dialogue with management
personnel.

Providing direction and guidance to the group in the establishment of its strategies, with an
emphasis on medium and long term strategies, in the pursuance of its operational and financial
goals.

Evaluating and approving annual budget plans.

Reviewing human Resources R processes with emphasis on top management succession


planning.
Appointing and evaluating the performance of Chief Executive Officers (CEOs) of subsidiary
companies in the group.

Monitoring systems of governance and compliance.

Overseeing systems of internal control and risk management.

Determining any changes to the discretions/authorities delegated from the board to the executive
levels.

Evaluation and approving acquisitions, takeovers, disposals and capital expenditure, which can
amount to a major transaction in terms of the Companies Act No. 07 of 2007.

Approval of any material changes, which requires shareholder approval.

The board has the overall responsibility in ensuring that TD walkers LC and its subsidiaries
maintain sound financial reporting standards.

Key Responsibilities of company secretary

The Company Secretary plays an important role in ensuring that the board procedures are
followed and are regularly reviewed.

The Company Secretary ensures that all relevant information, details and documents are made
available to the Directors and senior management for effective decision-making at meetings.

To ensure healthy deliberation and optimum decision making, the Directors have access to the
services of the Company Secretary ensuring that all regulations and statutory requirements are
met.

Minutes of all physically held meetings are recorded by the Company Secretary, who also
facilitates circular of resolutions sought for impromptu approvals from the board. All these are
promptly distributed among the board by the Company Secretary.

Company Specializations
Building Construction
As the newest sub-sector of companys Civil Engineering portfolio, building Construction subsector benefits immensely from the groups fully integrated position through companys diverse
expertise and sourcing advantages benefits which share with clients in terms of highly
competitive, value for money pricing. with the groups capacity to design and build projects,
construct deep piled foundations, create access roads and implement solutions for building
services, companys building construction sub-sector is positioned to be a key revenue driver in
the years to come.

Heavy Engineering and Mechanical Work


As the groups heritage sector, all heavy Engineering and mechanical work is executed through
the Engineering Services sector. It comprises of the best engineering talent, geared to undertake
some of the most complete and challenging projects throughout Sri Lanka.

Roads and Highways


Over the past five years, Roads and highways sub-sector has been the groups primary revenue
driver. Commitment to the governments initiative to advance infrastructure development has
enabled to improve the local road network while developing company selves as a premier road
and highway contractor. Going forward, company expects to grow further and undertake larger
projects with a view of connecting Sri Lankan road networks.

The Structure of the company and how it manages it self.

Compliance

Companies Act no.07 of


2007
Code of best practice of
corporate governance
issued jointly by the
institute of Charted
Accountants of Sri Lanka
and the Securities and
exchange Commission of Sri
Lanka
Listing rules of the Colombo
stock exchange
Inland revenue Act no. 10 of

Assurance

Independent assurance to the


board.
Audit Committee (Internal
Audit
Department)
External Audit of
Consolidated Financial
Statements of MTD Walkers
PLC and the Financial
Statements of the group
subsidiaries
External Audit by the
International Organization
for Standardization on

Corporate Governance
Corporate Governance Philosophy
At MTD Walkers PLC our corporate governance philosophy stems from the belief that corporate
governance is a key element in improving efficiency and growth as well as enhancing investor

confidence through transparent reporting and accountability.


The Corporate governance philosophy that MTD Walkers LC and its subsidiaries uphold is;

As a good corporate citizen, the group is committed to sound corporate practices


based on conscience, openness, fairness, professionalism and accountability in
building confidence of its various Stakeholders, thereby paving the way for its long
term success.
Corporate Governance Framework
The group endeavors to balance both growth and efficiency with governance and ethics. Our
board of Directors, guided by our mission statement, endeavors to formulate strategies and
policies that optimize the value for various stakeholders.
The groups corporate governance mechanism is based on the following three key elements;
1. Internal governance Structure comprising of committees, systems and processes that
inculcate a culture of good governance and ensure the sustainability of the organization.
2. External governance Structure comprising of applicable laws, regulations and best
business practices which are complied within the group.
3. Assurance, the supervisory module of the groups corporate governance framework that
ensures integrity of operations.

01.Internal Governance Structure


1.1 The Board of Directors (BOD)
Chairman and director board
1.2 Board Sub-Committees
The board has delegated certain functions to board subcommittees, board Audit Committee
and Remuneration Committee. The board sub-committees comprises predominantly of
Independent Non-Executive Directors.
Board Audit Committee
The Charter clearly defines the Terms of Reference of the board Audit Committee. It demonstrates
that the activities of the board Audit Committee are in line with the Code of best practice on corporate
governance, issued jointly by the Institute of Chartered Accountants of Sri Lanka and Securities and
Exchange Commission of Sri Lanka.
The purpose of the board Audit Committee is to assist the board of Directors in its general oversight
of financial reporting, internal controls and functions relating to internal and external audits.

Remuneration Committee
The Remuneration Committee of MTD Walkers LC is appointed by the board of Directors and is
governed by three Independent Non-Executive Directors.
The primary role of the Remuneration Committee is to approve appropriate remuneration to retain
and motivate suitably qualified Executive Directors and Senior Management.

The policy of the group is to be consistently aware of prevailing market conditions in order to retain a
highly qualified, competent and motivated workforce. The remuneration packages are aligned with
the groups Remuneration policy and are linked to individual and divisional performances reflecting
the time and effort required from the members in fulfilling their responsibilities.

1.3 Management Committees


The members of the management Committee play an important role in the organization as both
leaders and decision-makers. MTD Walkers LC groups management Committee is formed at the
management level to ensure the internal operations of the Company are in line with its vision,
purpose and aims. It also monitors and evaluates all areas of the organizations performance, whilst
ensuring compliance with all relevant legal and regulatory requirements.
The management Committee ensures that the board is provided with timely and accurate information.
The management Committee informs the board of all important developments within the Company
and further inquiries are made and responded to as necessary.

1.4 Internal Policies

Code of business Conduct and Ethics

MTD Walkers PLC and all group subsidiaries strive to ensure that all operations are carried out to maximize
value creation for all stakeholders, shareholders, employees, clients, suppliers, and the community. Company
strive to achieve this goal whilst maintaining corporate integrity and ensuring act with the utmost responsibility
towards the community and environment operate in.

Human Capital management policy


o
o

People and Talent Management


Pay for Performance

Stakeholder management and policies pertaining to sustainability


MTD Walkers PLC board views effective stakeholder management as a vital aspect in safeguarding the
MTD Walkers PLC Corporate governance philosophy.
o
o
o

Employee Relations
Dialogue with Shareholders
Effective and Transparent Communication

1.5 Ownership Structure


The right of shareholders to make decisions is exercised at the Annual general meeting of the
Company in addition to extraordinary general meetings which are called as and when required.

02.External Governance Structure


The eternal governance structure of MTD Walkers PLC and its subsidiaries comprises of the
laws, regulations and best practices listed below that enable the group to operate within a sound
corporate governance framework.

Companies Act No. 07 of 2007


Code of best practice of Corporate governance issued jointly by The Institute of Chartered
Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka

Listing Rules of the Colombo Stock Exchange applicable to MTD Walkers PLC
Inland Revenue Act No. 10 of 2006 (as amended)

Business Leadership of the organization


When it comes to business leadership, it is the ability of a company's management to make sound
decisions and inspire others to perform well. To do that company seems to have a clear vision and share
our vision with the industry. In the recent years company had set challenging goals to achieve. In some
cases we are failing but still we are following our vision to completely achieve our goals.

Advantages of the structure of the organization.


Liability for shareholders is limited
Shareholders can be employed by the company
Losses may be transferred from one company in the group to another provided that there is 100%
common ownership.
The company structure provides an opportunity to employ the principals
Greater flexibility in cancelling shares or reducing the paid-up capital of companies, this makes
companies a less rigid choice of entity.
The business structure ensures continuity of management and ownership in the event of the death or
disability of key people.
Legal arrangements are in the company's name, not in the name of its directors and managers.

Disadvantages of the structure of the organization.


The reporting requirements are complex
Financial affairs are public
If directors fail to meet their legal obligations, they may be held personally liable for the company's debts
Profits distributed to shareholders are taxable.
The commercial costs in maintaining a corporate entity can be considerable.

Key qualities of the company leadership


Honesty
Confidence
Commitment
Positive Attitude
Inspire
Approach
Transparency
Flexibility
Collaboration
Empowerment
Persistence
An Eye for Talent
Fearlessness
Toughness
Influencing People
Fairness
Motivating a team with a positive attitude
Earning the respect of your team

Areas need to improve from the leadership


Poor communication
Reluctance to delegate
Favouritism among staff
Lack of Creativity
Corruption
Lack of focus

Opinion on future business strategies


After a war, the construction industry is one of the major stakeholders that contribute in the
rebuilding of a country. In so doing, company need to work more closely with government in
ensuring that basic infrastructures are restored and of course it will always ends up a win win
situation for both parties. The government gets what they want and we get good returns for
delivering the projects.
In addition to that, unlike in advanced economy, in a developing country like Sri Lanka, there are
loads of construction works to be done. The fact that country has infrastructure deficit means that
the government must be up and doing in terms of road constructions, bridge construction, public

facility construction (hospitals, schools, office facilities and estates etc) and dams constructions.
We need to focus on more towards those works.

How does stress affect our company?

An increase in instances where an employee becomes argumentative.


Change in behavior, such as smoking heavily or consume alcohol heavily.
The staff members make more mistakes and demonstrate a general decline in
performance.
Frequent absenteeism or being late.

Solution to overcome the stress affect to the employees.

Communicate issues that bother the employees


Regular performance reviews
Options for career development
Sense of autonomy in their jobs enables staff members to enjoy their work
Recognizing when an employee is overburdened with ongoing projects and then
arranging for assistance for the worker is a simple stress-reduction measure
Making an effort to create an enjoyable work environment

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