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Annual Report 2010-2011 - Colombo Stock Exchange

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P.D.Samarasinghe resigned from the Board with effect from<br />

15th February <strong>2011</strong>.<br />

Relationship with Shareholders<br />

The Board maintains healthy relationships with its key<br />

shareholders (individual and institutional) while maintaining<br />

a dialogue with potential shareholders as well. The <strong>Annual</strong><br />

General Meetings are held to communicate with the<br />

shareholders and their participation is encouraged. Apart<br />

from this, its principal methods of communication include<br />

the corporate website, the annual report, quarterly financial<br />

statements and press releases.<br />

Internal Controls<br />

The Board is responsible for instituting on effective internal<br />

control system to safeguard the assets of the Company and<br />

ensure that accurate and complete records are maintained from<br />

which reliable information is generated. The system includes all<br />

controls including financial, operational and risk management.<br />

Strategies adopted by the Company to manage its risk are set<br />

out in its report on Risk Management on pages 41 - 44.<br />

Apart from the strategic plans covering a three year time<br />

horizon, a comprehensive budgetary process is in place, where<br />

annual budgets, identifying the critical success factors and<br />

functional objectives, prepared by all subsidiaries are, approved<br />

by the Board, at the commencement of a financial year, and<br />

its achievement monitored monthly, through a comprehensive<br />

monthly management reporting system. Clear criteria and<br />

benchmarks have also been set out for the evaluation of capital<br />

projects and new investments.<br />

The Internal Audit Division reporting to the Chairman, regularly<br />

evaluates the internal control system across the organization<br />

and its findings are reviewed first by the Audit Committee and<br />

significant issues are thereafter reported to the Board. The<br />

Board reviewed the internal control procedures in existence and<br />

are satisfied with its effectiveness.<br />

Relationship with Other Stakeholders<br />

The Board identifies the importance of maintaining a healthy<br />

relationship with its key stakeholders and ensures the Group<br />

as a whole inculcates this practice. Internal communication is<br />

mainly conducted through the quarterly newsletter, e-mails,<br />

memos and circulars.<br />

The Board also ensures that the Group policies and<br />

practices are in line with the Company’s values and its<br />

social responsibilities. The group promotes protection of the<br />

environment, health and safety standards of its employees and<br />

others within the organization. The relevant measures taken are<br />

given in detail in the Corporate Social Responsibility report on<br />

pages 33 - 34.<br />

Compliance<br />

The Board places significant emphasis on strong internal<br />

compliance procedures. The Financial Statements of the Group<br />

are prepared in strict compliance with the guidelines of the Sri<br />

Lanka Accounting Standards and other statutory regulations.<br />

Financial statements are published quarterly in line with the<br />

Listing Rules of the <strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong> through which all<br />

significant developments are reported to shareholders quarterly.<br />

The Board of Directors, to the best of their knowledge and<br />

belief, are satisfied that all statutory payments have been made<br />

to date.<br />

Going Concern<br />

The Directors have continued to use the ‘Going Concern’<br />

basis in the preparation of the Financial Statements, after<br />

careful review of the financial position and cash flow status<br />

of the Group. The Board of Directors believes that the Group<br />

has adequate resources to continue its operation for the<br />

foreseeable future.<br />

Name of Director Executive Non- Executive Independent<br />

Dr S Yaddehige<br />

<br />

Mr. J H P Ratnayeke<br />

<br />

Mr. W J V P Perera<br />

<br />

Prof. Lakshman R Watawala <br />

Prof. Susantha Pathirana <br />

Mr. M M Udeshi <br />

Corporate Governance Requirements under Section 7 of the Listing Rules issued by the <strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong>.<br />

<strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong><br />

Status of Richard Pieris and Company PLC<br />

Non Executive Directors<br />

In Compliance<br />

Independent Directors<br />

In Compliance<br />

Disclosures relating to Directors<br />

In Compliance<br />

Remuneration Committee<br />

In Compliance<br />

Audit Committee<br />

In Compliance<br />

57<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>/<strong>2011</strong> | Richard Pieris and Company PLC

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