Annual Report 10/11 - ACL Cables PLC

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ACL Cables PLC Annual Report 2010/11Corporate GovernanceA summary of those risks which could have a material impact on the performance of the Group isgiven within the Risk Management section in the Annual Report. The objective of the Group’s riskmanagement process is to ensure the sustainable development of ACL Cables PLC through theconduct of its business in a way which: The Group’s systems and procedures are designed to identify, manage and where practicable,reduce and mitigate effects of the risk of failure to achieve business objectives. They are notdesigned to eliminate such risk, recognizing that any system can only provide reasonable and notabsolute assurance against material misstatement or loss.Remuneration CommitteeThe Remuneration Committee should consist exclusively of Non-Executive Directors who areIndependent of Management. The members of the Remuneration Committee should be listedeach year in the Board’s remuneration report to the shareholders. The Remuneration Committeecomprises of the following two Independent Non-Executive Directors. Further details of the Remuneration Committee are given in their report on page 44.Audit CommitteeThe Audit Committee shall comprise of a minimum of two Independent Non-Executive Directorsor of Non-Executive Directors, a majority of whom shall be independent, whichever is higher.One Non-Executive Director shall be appointed as Chairman of the committee by the Board ofDirectors.The Audit Committee comprises of the following two Independent Non-Executive Directors. Further details of the Audit Committee are given in their report on page 42 & 43.26
ACL Cables PLC Annual Report 2010/11Code of Business Conduct and EthicsThe Company has adopted a Code of Business Conduct and Ethics for the Directors and membersof the senior management.The table below indicates the manner and extent to which ACL Cables PLC complies with the Codeof Best Practice in Corporate Governance issued by the Institute of Chartered Accountants of SriLanka and the Listing Rules of the Colombo Stock Exchange.Corporate Governance Check ListCSE RuleNo.7.10.1(a)SubjectNon-ExecutiveDirectors(NED)Applicable requirementStatus2 or at least 1/3 of thetotal number of Directorsshould be NEDs.7.10.2 (a) Independent 2 or 1/3 of NEDs,whichever is higher,should be independent.7.10.2 (b) Independent Each NED shouldsubmit a declaration ofindependence.7.10.3 (a) Disclosurerelating7.10.3 (b) Disclosurerelating7.10.3 (c) Disclosurerelatingto Directors7.10.3 (d) Disclosurerelating toDirectors7.10.4 (a-h) DeterminationofIndependence annually determinethe Independence orotherwise of the NEDs. disclosed in the AnnualReport (AR).The basis for the Board’sdetermination of ID,if criteria specified forindependence is not metA brief résumé ofeach Director shouldbe included in the ARincluding the Director’sareas of expertise.Provide a brief résumé ofnew Directors appointedto the Board with detailsspecified in 7.10.3(a), (b)and (c) to the CSE.Requirements for meetingcriteria.ComplianceApplicable sectionin the Annual ReportCorporate GovernanceCorporate GovernanceCorporate GovernanceCorporate GovernanceCorporate GovernanceBoard of Directors(profile) section in theAnnual ReportCorporate GovernanceCorporate Governance27
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Corporate InformationCOMPANY NAMEAC
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Annual Report 10/11 - ACL Cables PLC

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