The principal purpose of the Audit Committee, is to assist the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process of the Company, by way of safeguarding the interests of all stakeholders including, shareholders of the Company.
Accordingly, the Committee is authorised to seek any information as it considers necessary, from the management of the Company in order to carry out its monitoring and reviewing activities on the following core areas:
The Audit Committee, appointed by and responsible to the Board of Directors, comprised the following Non-Executive Directors at the end of the year 2015:
J A Setukavalar (FCA, FCMA-UK, FCMA-SL, CGMA, FCPM) – Chairman (Independent, Non-Executive Director)
D H J Gunawardena (FCMA-UK, CGMA ) – Member (Non-Executive Director)
W M P J K Wickramasinghe (CILT) – Member (Independent, Non-Executive Director)
Each of the members has the finance literacy whereas the Chairman is a fellow member of The Institute of Chartered Accountants of Sri Lanka and the Chartered Institute of Management Accountants (UK).
D H J Gunawardena is a fellow member of the Chartered Institute of Management Accountants (UK) and profiles of members which consist of qualifications and experience are given on this section of this Annual Report.
The Audit Committee met twice during the year 2015, in order to fulfil its duties and responsibilities. Attendance by the Committee members at each of these meetings, is given in this table.
Chief Financial Officer, Deputy Chief Financial Officer, Senior Manager – Internal Audit and Senior Manager – Information Systems Audit, attended these meetings on the invitation of the Committee.
The engagement partner and the manager of the Company’s External Auditors, Ernst & Young attended on the invitation of the Committee, after finalising the audit for the period ended 31 December 2015.
The Audit Committee activities were communicated to the Board of Directors at the quarterly Board meetings by way of tabling the reports of the Audit Committee meetings, held during the period.
The Committee reviewed and approved the Quarterly Financial Statements and Annual Financial Statements, prior to its submission for Board approval and filing with regulators, in order to ensure compliance with Sri Lanka Accounting Standards, the Companies Act No. 07 of 2007 and the Regulation of Insurance Industry Act No. 43 of 2000. Further, the Committee reviewed and discussed the audit issues communicated by the External Auditors, through their management letter for the period ended 31 December 2015.
The Committee reviewed the financial reporting processes in order to ensure the reliability of the information provided for the determination of the most appropriate accounting policies and the fairness of the disclosures made in the Financial Statements. Further, the Committee reviewed the involvement of the Internal and External Auditors with regard to the financial reporting process.
The Committee reviewed the effectiveness of the system for monitoring compliance with the laws and regulations and the results of management's investigation and follow-up, including disciplinary action of any instances of non-compliance.
The Committee reviewed the Quarterly Regulatory Compliance Reports, submitted to it and observed that the Company’s compliance framework, provides reasonable assurance that all relevant laws, regulations, code of ethics and standards of conduct have been followed.
Any instances of non-compliance is included in the Audit Committee’s Reports to the Board of Directors and followed up to ensure that appropriate, corrective and timely action is taken.
During the year, the Audit Committee reviewed and approved the internal audit activity charter in order to set clear guidelines to assist the Company in accomplishing its objectives, by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the Company’s governance, risk management and internal controls.
As a part of this process, the Committee reviewed the following areas, in order to strengthen the internal control environment of the Company:
The Committee reviewed the independence of the External Auditors by obtaining Statements from the Auditors on relationships between the Auditors and the Company, including non-audit services and discussing the relationships with the Auditors.
The Committee had a meeting with the External Auditors to review the External Auditors' proposed audit scope and timeline set out in the plan, including approach and co-ordination of audit effort with the Internal Auditors.
The Committee also discussed the key audit issues and their resolution, management responses with both the External Auditors and the management, and continuously monitored the action taken by the management to implement the recommendations.
The Committee reviewed the performance of the External Auditor and made the recommendation on the remuneration of the Auditor for approval to the Board.
The Committee is satisfied that the Company’s internal controls are effectively implemented as designed to assess and manage risks and that the Company’s assets are adequately safeguarded.
The Committee is satisfied that the Company’s Internal and External Auditors have been effective and independent throughout the period under review.
The Committee is also satisfied that the operational controls and the application of appropriate Accounting Policies, provide reasonable assurance that the Financial Statements of the Company are true and fair.
The Audit Committee has proposed to the Board of Directors that Ernst & Young, Chartered Accountants, be recommended for reappointment as Statutory Auditors of the Company for the financial year ending 31 December 2016, subject to approval by the shareholders at the next Annual General Meeting.
J A Setukavalar
Chairman – Audit Committee
17 February 2016