enl commercial limited annual report 2011 - Investing In Africa

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Corporate Governance Report (continued) Audit and Risk Management Committee (continued) Attendance of members at the committee’s meetings was as follows: 13/09/10 10/11/10 10/02/11 11/05/11 Gilbert Espitalier-Noël • • • • Gérard Garrioch • • • • Louis Rivalland (Chairman) • • • • The Board of Directors of the Company had, on 12 May 2011, approved a new Terms of Reference for the Audit and Risk Management Committee of the Company. The main duties of the Audit and Risk Management Committee are as follows: I. Auditors and external audit • Consider and make recommendations to the Board for the appointment, re-appointment and removal of the company’s external auditor; • Evaluate the independence and effectiveness of the external auditor; • Discuss and review, with the external auditor the engagement letter, audit plan, terms, nature and scope of the audit function, procedure and engagement and audit fee; • Determine the remuneration of the external auditor, whether fees for audit or non-audit services, and the auditor’s terms of engagement; • Obtain assurance from the external auditor that adequate accounting records are being maintained; • Seek to ensure co-ordination with the activities of internal audit; • Meet privately with the external auditors at least once a year without the presence of senior management. II. Financial Reporting • Review significant accounting and reporting issues and understand their impact on the financial statements; • Review the annual financial statements, prior to submission and approval by the Board and assess whether the financial statements reflect appropriate accounting principles; • Ensure that International Accounting Standards have been consistently applied; • Meet with management and the external auditors to review the financial statements and the results of the audit; III. Internal control and internal audit • Review the internal audit function’s compliance with its mandate as approved by the Audit and Risk Management Committee; • Review the effectiveness of the Company’s systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems; • Review and approve the internal audit charter, internal audit plans and internal audit’s conclusions with regard to internal control and risk management; • Review the adequacy of corrective action taken in response to significant internal audit findings; • Review significant matters reported by the internal audit function; 40 ENL Commercial Limited Annual Report 2011
Corporate Governance Report (continued) • Assess the adequacy of performance of the internal audit function, and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards; • Review significant differences of opinion between management and the internal audit function; • Evaluate the independence and effectiveness of the internal auditors; • Control the overall operational and financial reporting environment; • Meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. IV. Compliance, whistleblowing and fraud • Review the Company’s procedures for detecting fraud; • Review the Company’s systems and controls for the prevention of bribery and receive reports on noncompliance. V. Ethics • Review statements on ethical standards or requirements for the Company and assisting in developing such standards and requirements; • Give recommendations on any potential conflict of interest or questionable situations of a material nature. VI. Health, Safety and Environment • Review the development and implementation of health, safety and environmental practices to comply with existing legislative and regulatory frameworks. VII. Risk Management • Review and assess the integrity of the risk control systems and ensure that the risk policies and strategies are effectively managed; • Outline the scope of risk management work; • Review executive management reports detailing the adequacy and overall effectiveness of the Company’s risk management function and its implementation by management; • Review risk identification and measurement methodologies. VIII. Reporting And Accountability • To account to the Board for its activities and make recommendations concerning the adoption of the annual and interim financial statements and any area within its remit where action or improvement is needed; During its meetings in the financial year ended June 30, 2011, the Audit and Risk Management Committee’s work amongst others, mainly related to the following issues: (a) Review and recommend to the Board the approval of the audited financial statements for the year ended June 30, 2010; (b) Review and recommend to the Board the approval of the unaudited quarterly consolidated results of the Company for publication purposes; (c) Review and recommend the approval of the Internal Audit Plan for year ending June 30, 2012; (d) Examination of reports and corrective action plans relating to subsidiaries, in accordance with the internal audit plan; (e) Review of the effectiveness of the internal control and risk management systems. ENL Commercial Limited Annual Report 2011 41
Page 1 and 2: ENL COMMERCIAL LIMITED ANNUAL REPOR
Page 3 and 4: Dear Shareholder, The Board of Dire
Page 5 and 6: ENL Commercial Limited Annual Repor
Page 7 and 8: Portfolio of operating companies of
Page 9 and 10: Dividend per Share (Rs) 0.80 0.80 0
Page 13 and 14: Directors’ Report (continued) Ass
Page 15 and 16: AXESS LIMITED ENL Commercial Limite
Page 17 and 18: CHARABIA LTD ENL Commercial Limited
Page 19 and 20: COGIR LIMITÉE ENL Commercial Limit
Page 21 and 22: GREWALS (MAURITIUS) LIMITED ENL Com
Page 23 and 24: PACK PLASTICS LIMITED ENL Commercia
Page 25 and 26: Statement of Directors’ Responsib
Page 27 and 28: PLASTINAX AUSTRAL LIMITÉE ENL Comm
Page 29 and 30: ACTIVITIES FRCI specialises in info
Page 31 and 32: Corporate Information June 30, 2011
Page 33 and 34: Corporate Governance Report (contin
Page 41: Corporate Governance Report (contin
Page 51 and 52: Share Analysis Distribution of Shar
Page 55 and 56: ENL Foundation (continued) 3. Eradi
Page 57 and 58: ENL Foundation (continued) Breakdow
Page 59 and 60: Other Statutory Disclosures (Pursua
Page 61 and 62: Other Statutory Disclosures (Pursua
Page 63 and 64: Company Secretary’s Certificate (
Page 65 and 66: Independent Auditors’ Report to t
Page 67 and 68: Statements of Financial Position Ju
Page 69 and 70: Statements of Comprehensive Income
Page 71 and 72: Statements of Cash Flows Year ended
Page 73 and 74: Notes to the Financial Statements Y
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Notes to the Financial Statements Y
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Proxy Form ENL Commercial Limited I
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Notes ENL Commercial Limited Annual
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ENL Commercial Limited 7 th Floor S
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