Annual Report 2009/10 - Colombo Stock Exchange

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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.
Connecting Sri Lanka to Progress Sierra Cables PLC - Annual Report 2009/10 13 Statement of Directors’ Responsibility The responsibility of the directors in relation to the Financial Statements is set out in the following statement. The responsibility of the auditors, in relation to the Financial Statements prepared in accordance with the provision of the Companies Act No. 07 of 2007, is set out in the Report of the Auditors. The Financial Statements comprise of: • A Balance Sheet, which presents a true and fair view of the state of affairs of the company and its subsidiaries as at the end of the financial year and • An Income Statement, which presents a true and fair view of the profit and loss of the company and its subsidiaries for the financial year, which comply with the requirements of the act. The Directors are required to ensure that, in preparing these Financial Statements: • The appropriate Accounting Policies have been selected and applied in consistent manner and material departures, if any, have been disclosed and explained; • All applicable Accounting Standards, as relevant, have been followed; • Judgements and estimates have been made which are reasonable and prudent. The Directors are also responsible for taking reasonable steps to safeguard the assets of the company and of the group and in this regard to give proper consideration to the establishment of appropriate internal control systems with a view to preventing and detecting fraud and other irregularities. The Directors are required to prepare the Financial Statements and to provide the auditors with every opportunity to take whatever steps and undertake whatever inspections they may consider to be appropriate to enable them to give their independent audit opinion. The Directors are of the view that they have discharged their responsibilities as set out in this statement. By Order of the Board P.R. Secretarial Services (Private) Limited Secretaries 04 June 2010 The Directors are also required to ensure that the company has adequate resources to continue in operation to justify applying the going concern basis in preparing these Financial Statements. Further, the directors have a responsibility to ensure that the company maintains sufficient accounting records to disclose, with reasonable accuracy the financial position of the company and of the group, and to ensure that the Financial Statements presented comply with the requirements of the act.
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Annual Report 2009/10 - Colombo Stock Exchange

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