The Audit Committee is formally constituted as a Sub-committee of the Main Board, to which it is accountable and consists of four Non-Executive Directors, of whom three members are Independent Non-Executive Directors.
The Audit Committee has written terms of reference, dealing clearly with its authority & duties and is established for the purpose of assisting the Board in fulfilling their oversight responsibilities regarding the integrity of the Financial Statements, risk management, business ethics, internal control, compliance with legal and regulatory requirements, review of external Auditors’ performances & independence and internal audit.
The Audit Committee considered the quarterly and annual Financial Statements and reviewed the Annual Report including the Financial Statements prior to publication.
The review included:
The Audit Committee meets the Internal Auditors on a quarterly basis and reviews their findings in order to identify effectiveness of internal controls and risks attached to different areas of operations.
The Audit Committee reviewed the reports submitted by the management and Internal Auditors on the state of compliance with applicable laws and regulations and settlement of statutory payments.
The Committee is satisfied that an effective system of internal control is in place to provide reasonable assurance on safeguarding of the Company’s assets and reliability of Financial Statements. Effectiveness of Company’s system of Internal Controls is evaluated through reports provided by Management, Internal Auditors and External Auditors.
The Internal Audit function is outsourced to Messrs SJMS Associates, a firm of Chartered Accountants. Internal auditors directly submitted their findings to Audit Committee quarterly and their reports are made available to External Auditors.
The Audit Committee monitors and reviews:
The Audit Committee reviewed the independence and objectivity of the External Auditors Messrs KPMG, Chartered Accountants. The Audit Committee has met with the External Auditors to review their audit plan and any observations made by them.
The Committee has received a declaration from the External Auditors, confirming that they do not have any relationship or interest in the Company or its subsidiaries as required by the Companies Act No. 07 of 2007.
The Committee reviewed the non-audit services and its impact on the independence of the External Auditors.
The Audit Committee has approved the extension of period of engagement External Auditors, by one year, and recommended to the Board their reappointment.
Four Audit Committee meetings were held during the year ended 31st March 2014. The attendance details are given Composition of the Board and Board Committees and attendance at Meetings for 2013/2014. The Internal Auditors attend the meetings quarterly.
The Audit Committee is satisfied that the effectiveness of the organisational structure of the Group and of the implementation of the Group’s accounting policies and operational controls provide reasonable assurance that the affairs of the Group are managed in accordance with Group policies and that the Group assets are properly accounted for and adequately safeguarded.
R. Seevaratnam
Chairman - Audit Committee
Colombo
23rd May 2014
The Remuneration Committee is a sub-committee of the Board. The members of the Committee consist of three Independent Directors and a Non-Executive Director. The Chairman of the Committee, who is an Independent Director, and the members of the Committee were appointed by the Board.
The Committee was established for the purpose of recommending the remuneration of the Board of Directors including Chairman, Chief Executive Officer (CEO) and the Executive Directors. The Committee also approves the remuneration of the members of the Group Management Committee on the recommendations made by the Chairman and the CEO.
The Committee has acted within the parameters set by its terms of reference. The decisions on matters relating to remuneration of Executive Directors and the members of the Group Management Committee were arrived at in consultation with the Chairman & the CEO. No Director is involved in determining his own remuneration.
Our remuneration philosophy is designed to reward, motivate and retain the company’s executive team, with market competitive remuneration and benefits, to support the continued success of our business and the creation of shareholder value.
The remuneration packages which are linked to individual performances are aligned with the Company’s short-term and long-term strategy. The Committee makes every endeavour to maintain remuneration levels that are sufficient to attract and retain Executive Directors and the Senior Management team.
All Non-Executive Directors receive a fee for serving on the Board and serving on sub-committees. They do not receive any performance related incentive payments. The Company does not have an Employee Share Ownership plan for Directors and Key Management Personnel (KMPs).
The Directors’ emoluments are disclosed in note 4.5 to the Financial statement
The Committee meets as and when a need arises. The Remuneration Committee meetings and members attendance is given Composition of the Board and Board Committees and attendance at Meetings for 2013/2014.
Prof. U. Liyanage
Chairman - Remuneration Committee
Colombo
23rd May 2014
The Nomination Committee assists the Board by keeping the composition of the Board under review and conducting a rigorous and transparent process when making or renewing appointments of directors to the Board. It also advises the Board on issues of directors’ conflicts of interest and independence. The Chairman and the members of the Nomination Committee are appointed by the Board of Directors to enhance the process for nominating members to the Board of Directors.
The members of the Committee consist of three Independent Directors, a Non-Executive Director and the Chairman/MD of the board. The Chairman of the Committee, who is an Independent Director, and the members of the Committee were appointed by the Board.
The Committee has acted within the parameters set by its terms of reference.
The Committee met on one occasion in 2013/14 and the members’ attendance record is set out in the Enterprises Governance report in the table of Composition of the Board and Board Committees and attendance at Meetings for 2013/2014
The key activities carried out by the Committee during the year are as follows
The Committee is satisfied that the combined knowledge and experience of the Board matches the demands facing the Company.
Dr. H. Cabral
Chairman - Nomination Committee
Colombo
23rd May 2014
