May 28, 11 months ago

Sri Lanka Cricket AGM 2016 Lanka Cricket AGM 2016

Colombo, 28th May 2017 : Sri Lanka Cricket today conducted its first Annual General Meeting in 12 years with the participation of 76 of 84 stakeholders. The AGM was held at the Sri Lanka Cricket Headquarters, 35, Maitland Place, Colombo 7 at 11.00 am today (28).

Office Bearers and ExCO

The Annual General Meeting was preceded by an Emergency General Meeting where the following resolutions were unanimously ratified by the membership.

1.) Special Resolution I –
The formation of the Schools Cricket Committee (Article 22 L)
It was resolved that the Schools Cricket Committee shall be comprised of the following members;
a.) President of the Schools Cricket Association
b.) Two persons nominated by the Schools Cricket Association
c.) Assistant Secretary of Sri Lanka Cricket
d.) Assistant Treasurer of Sri Lanka Cricket
e.) 3 Other members elected soon after the AGM of Sri Lanka Cricket

2.) Special Resolution II –
Inclusion of a Women’s Cricket Representative to the Executive Committee of SLC (Article 12 (a) X)
It was resolved that a member nominated by the Women’s Cricket Committee shall be included as a member of the Executive Committee of SLC.

3.) Adoption of Special Resolution III –
Formation of the Asset Management Company of SLC
The resolution of the Executive Committee of the SLC Strategic Development plan on the recommendation of M/s KPMG Ltd & M/s Nithi Murugesu AAL to formulate an Asset Management Company under the name and style of “Sri Lanka Cricket Asset Management(Guarentee) Limited under the governing body of Sri Lanka Cricket in term of the Companies Act No. 07 of 2007 was adopted by the membership.

The Annual General Meeting of 2016 was conducted at 11 am, and the membership unanimously confirmed and ratified the Annual Report 2016 and the Audited Financial Statements of 2016.

Attached herewith for editorial purposes are images of the EGM/AGM as well as the rationale of the formation of the Asset Management Company and presentation by CSBM with regards to the formulation of the Roadmap of SLC.

RATIONALE OF SPECIAL RESOLUTION ADOPTED BY THE MEMBERSHIP – Formation of Sri Lanka Cricket Asset Management (Guarantee) Limited.

WHEREAS pursuant to deliberations between the members of the Executive Committee (“ExCo”) it has been decided that the activities and assets of Sri Lanka Cricket must be better managed for the purposes of better realization of value for the stakeholders and the game of cricket in Sri Lanka;

AND WHEREAS the ExCo has also seen the dire need for the governance and development of the game of cricket to be separated from the management of assets, which both functions are discharged by Sri Lanka Cricket at present and does not allow Sri Lanka Cricket to function purely and successfully as the governing body for cricket in Sri Lanka and focus its energies on the development of cricket as a game in Sri Lanka;

AND WHEREAS, the ExCo has considered forming an Asset Management Company (“AMC”) for the better management of the real assets of Sri Lanka Cricket, including, inter alia, the stadia owned by and/or leased to Sri Lanka Cricket and/or its members;

AND WHEREAS, for that purpose the ExCo has retained the services of professional advisory firm KPMG, and they have, pursuant to a high level study of the assets and financial position of Sri Lanka Cricket, presented several options for the restructuring of the assets of Sri Lanka Cricket including options to form the AMC;

AND WHEREAS, Sri Lanka Cricket has also obtained the legal advice of Nithi Murugesu and Associates, attorneys-at-law, and they have confirmed the legal viability of the various options for restructuring of the assets of Sri Lanka Cricket and the formation of the AMC;

AND WHEREAS, pursuant to considering the options so presented, and pursuant to a study of the structure of various international cricket bodies including, inter alia, the International Cricket Council, the Asian Cricket Council and Cricket Australia, Sri Lanka Cricket has observed that these bodies have implemented a similar structure to that proposed: i.e. the formation of a dedicated AMC as a fully owned subsidiary of the said cricket governing body to better manage and leverage its assets;

AND WHEREAS, Sri Lanka Cricket has observed that inter alia, the following benefits could be achieved by forming a separate AMC:

 Better focus on the asset management function and performing it more efficiently
 The board of directors will constitute of professionals and specialists who will have full powers to take necessary decisions in asset management
 However, full control will be retained by appointing a majority of Sri Lanka Cricket representatives to the board of directors;
 The AMC will have full legal right and capability to enter into contracts, to acquire and/or divest assets as they see fit and to develop various strategies to suit the varied types of assets, including leveraging on their locations, unique facilities etc.
 The ability to take necessary action with regard to each asset, in a manner that will minimize the effect of the large liabilities incurred and calculated to resolve issues as to title of the assets, etc.
 Operating as a separate profit centre and generating additional revenue streams through the renting of grounds to regional cricket clubs and associations for regional cricket matches.
AND WHEREAS Sri Lanka Cricket has also obtained the consent of the Hon. Minister of Sports, Hon. Dayasiri Jayasekara for the proposed restructuring, and has also referred the matter to the Attorney General’s Department for their approval,

AND WHEREAS, in order to better govern cricket given the options presented by the professional advisors aforesaid, the ExCo has deemed the following steps to be appropriate and in the best interests of the future of Sri Lanka Cricket:

 Incorporating Sri Lanka Cricket as a Company Limited by Guarantee under and in terms of the Companies Act No. 7 of 2007, which will give Sri Lanka Cricket the legal advantages of:
 Perpetuity and independent operation from the members and ExCo
 separate corporate legal personality which allows the company to enter into beneficial con
 betteraccountability and oversight through reporting to the Department of Registrar of Companies, public filing of annual returns and documents and strict control of directors’ powers and duties.

 Ensuring that all current and possible future members of Sri Lanka Cricket are included as members with the same proportionate voting rights that they enjoy, in the Sri Lanka Cricket Guarantee Company.

 Converting the current Sri Lanka Cricket constitution as the Articles of the aforesaid Sri Lanka Cricket Guarantee Company, in order to comply with the requirements of the Sports Law No.25 of 1973 (as amended) and ensuring that the entity is audited by the Auditor General as required thereunder.

 Incorporating the AMC as a fully owned subsidiary of Sri Lanka Cricket Guarantee Company Limited, with professional corporate management and representation of Sri Lanka Cricket to its board of directors, in order to retain control,
Obtaining the approval of the members, by Special Resolution, of the proposed restructuring.





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