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Annual Report 2010-2011 - Colombo Stock Exchange

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<strong>Report</strong> of the Audit Committee<br />

The Audit Committee Charter, approved by the Board of<br />

Directors defines the purpose, authority, composition, meeting,<br />

and responsibilities of the Committee.<br />

The purpose of the Audit Committee is to:<br />

1. Assist the Board of Directors in fulfilling its overall<br />

responsibilities for the financial reporting process<br />

2. Review the system of internal control and risk management<br />

3. Monitor the effectiveness of the internal audit function<br />

4. Review the Company’s process for monitoring compliance<br />

with laws and regulations.<br />

5. Review the independence and performance of the external<br />

auditors<br />

6. To make recommendations to the board on the<br />

appointment of external auditors and recommend their<br />

remuneration and terms of engagement<br />

The Audit Committee consisted of two independent and Non<br />

Executive Directors, namely Prof. Lakshman R. Watawala and<br />

Prof. Susantha Pathirana. The Chairman of the Committee<br />

is a Senior Chartered Accountant. The Company Secretary<br />

functions as Secretary to the Audit Committee.<br />

The principal activities of the Committee are detailed below.<br />

Meetings<br />

The Audit Committee held eight meetings during the year under<br />

review.<br />

The Group Chief Financial Officer, Group Internal Audit<br />

Manager and functional heads of the Strategic Business Units<br />

(SBUs) were invited if deemed necessary for audit committee<br />

meetings.<br />

Meetings were held with the external auditors regarding the<br />

scope and the conduct of the annual audits.<br />

Internal Audit and Risk Management<br />

The Internal Audit Programme was reviewed by the Committee<br />

to ensure that it covered the major business units of the Group.<br />

The Chief Internal Auditor was invited to be present at all Audit<br />

Committee deliberations. He presented a summary of the<br />

salient findings of all internal audits and investigations carried<br />

out by his department for the period. The responses from the<br />

Managing Directors of the SBUs to the internal audit findings<br />

were reviewed and where necessary corrective action was<br />

recommended and implementation monitored.<br />

The Committee also had the responsibility to review the loss<br />

making SBU’s of the Group and strategies for turning round<br />

these Companies and recommending suitable corrective action.<br />

Internal Controls<br />

During its meetings, the Committee reviewed the adequacy<br />

and effectiveness of the internal control systems and the<br />

Group’s approach to its exposure to the business and financial<br />

risks. Processes are in place to safeguard the assets of the<br />

organisation and to ensure that the financial reporting system<br />

can be relied upon in the preparation and presentation of<br />

financial statements. A comprehensive Management <strong>Report</strong><br />

and Accounts are produced at month end highlighting all key<br />

performance criteria pertaining to the Company’s SBUs which<br />

is reviewed by the Senior Management on a monthly basis.<br />

SBU Boards review performance on a quarterly basis.<br />

Financial Statements<br />

The Committee reviewed the Group’s Quarterly Financial<br />

Statements, the <strong>Annual</strong> <strong>Report</strong> and Accounts for reliability,<br />

consistency and compliance with the Sri Lanka Accounting<br />

Standards and other statutory requirements, including the<br />

Companies Act, No 7 of 2007, prior to issuance. It also reviewed<br />

the adequacy of disclosure in published financial statements.<br />

External Auditors<br />

The Audit Committee has reviewed the other services<br />

provided by the External Auditors to the group to ensure their<br />

independence as Auditors has not been compromised.<br />

The Committee reviewed the Management Letters issued by<br />

the External Auditors, the Management response thereto and<br />

also attended to matters specifically addressed to them. The<br />

external auditors kept the audit committee informed on an<br />

ongoing basis of all matters of significance. The committee met<br />

with the auditors and discussed issues arising from the audit<br />

and corrective action taken where necessary.<br />

The Audit Committee has recommended to the Board of<br />

Directors that Messrs Ernst & Young be re-appointed as<br />

Auditors for the financial year ending 31st March, 2012 subject<br />

to the approval of the shareholders at the next <strong>Annual</strong> General<br />

Meeting.<br />

Conclusion<br />

The Audit Committee is satisfied that the control environment<br />

prevailing in the organisation provides reasonable assurance<br />

regarding the reliability of the financial reporting of the Group,<br />

the assets are safeguarded and that the Listing Rules of the<br />

<strong>Colombo</strong> <strong>Stock</strong> <strong>Exchange</strong> have been met.<br />

Prof. Lakshman R Watawala<br />

Chairman<br />

27th May <strong>2011</strong><br />

59<br />

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

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