Annual Report 2009/10 - Colombo Stock Exchange

12 Sierra Cables PLC - Annual Report 2009/10 Connecting Sri Lanka to Progress
Corporate Governance
Today’s corporations operate in an environment of intense investor,
regulatory and public scrutiny. The financial scandals of recent past
have created a significantly more constrained regulatory environment.
At the same time, increasing public and stakeholder concern about
the social and environmental impacts of business practices is forcing
companies to come to terms with a much broader set of interests and
expectations.
In this report Sierra Cables outline the Corporate Governance
processes and activities for the financial year 2009/10 with reference
to the code of best practice of the Institute of Chartered Accountants,
the requirement of the Securities and Exchange Commission and the
Colombo Stock Exchange.
In addition to complying with the statutory requirements, effective
governance systems and practices towards improving transparency,
disclosure, internal control and ethics at workplace has been
institutionalized.
Sierra Cables recognizes that good Corporate Governance is a
continuing exercise and reiterates its commitment to pursue highest
standards of Corporate Governance in the overall interest of all stake
holders.
Board of Directors
The current Board comprises of 8 Directors out of whom 7 are Non-
Executive Directors. The core responsibility of the Directors is to
exercise their judgment to act in what they reasonably believe to be
in the best interest of the company. To ensure the efficient discharge
of its responsibilities the board has established a Audit Committee.
Board Meetings
Regular Board Meetings are scheduled once in two months to consider
among other matters, the performance and Financial Statements for
the period and to approve routine capital expenditure. Special Board
Meetings are held as and when required to discuss urgent matters.
Audit Committee
The Audit Committee is responsible for monitoring integrity of Financial
Statements of the company by ensuring compliance with relevant
financial reporting regulations and requirements.
The Board had appointed an Audit Committee consisting of two Non-
Executive Independent Directors.
The names of the members of the Audit Committee are as follows:
Mr. R.M.S. Fernando (Chairman)
Dr. D.G.K.E. Weerapperuma
The terms of reference defines the role of the Audit Committee
and provides a framework of the company’s organization and
responsibilities. The terms of reference has been approved by the
Board. The committee comprises of 2 Non-Executive, Independent
Directors. The meetings are attended by the Executive Director, and
Chief Financial Officer by invitation and other Directors and Executives
also do so as and when required.
The Audit Committee examines any matters relating to the Financial
Reporting System of the company and external and internal audits
of the company. It also reviews the overall adequacy of the systems
for compliance with legal, regulatory and ethical requirements as well.
The committee met on 3 occasions during the year. The Company’s
Annual and Interim Financial Statements were reviewed and approved
by the Audit Committee prior to the final approval by the Board before
there issuance.
The Audit Committee has recommended to the Board of Directors that
Messers KPMG Ford Rhodes Thornton and Co., be re-appointed as
Auditors for the year ending 31st March 2010 subject to the approval
of the Shareholders at the next Annual General Meeting.
Remuneration Committee
The Remuneration Committee is represented by 2 Non-Executive
Independent Directors who meet when required to review remuneration
of Senior Management.
The names of the members of the Remuneration Committee are as
follows:
Dr. D. G. K. E. Weerapperuma (Chairman)
Mr. R. M. S. Fernando
Compliance Report
The Directors confirm that to the best of their knowledge all taxes and
duties payable by the company and all contributions, levies, and taxes
payable on behalf of and in respect of the employees of the company
and all other known statutory dues payable as at the Balance Sheet
date has been paid or provided for in the accounts.