Page 18 - SAGT Sustainability Report 2021
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16 SOUTH ASIA GATEWAY TERMINALS (PVT) LTD
GOVERNANCE
CORPORATE GOVERNANCE
SAGT’s Corporate Governance framework is a well-structured one, with internal benchmarks, processes and structures that are designed to
support the creation of sustainable value for all stakeholders.
The Corporate Governance System • Approving in principle the issuance of any As per the Board-approved terms of reference,
BOARD OF DIRECTORS equity/debt securities. the duties and responsibilities of the Audit
Committee broadly include;
Audit Executive The Executive Committee (ExCom)
Committee Committee • Reviewing the quarterly and annual
(ExCom) The ExCom under the delegated authority of financial statements to determine their
the Board is responsible for; completeness, accuracy, transparency,
Chief Executive Officer (CEO) integrity and compliance with the Sri Lanka
• Reviewing annual plans and long-term accounting standards as well as other
Senior Management Team (SMT) business plans and recommending the applicable regulatory financial disclosure
same to the Board. requirements.
Management Committee (MC)
• Tracking actual progress against plans. • Assessing the adequacy and effectiveness
Employee Empowerment of the Company’s internal control
• Ensuring operations are carried out environment and ensuring ongoing
The Board of Directors within the scope of the Enterprise Risk improvements are made based on the
Management (ERM) framework. recommendation of the Internal Audit, Risk
The SAGT Board, as the highest governance and Compliance Division.
body in the organisation is responsible for: • Monitoring governance and compliance
systems. • Evaluating the efficacy of the Company’s
• Providing direction and guidance for the risk management systems in monitoring and
formulation of high-level, medium, and long- • Taking necessary action and decisions controlling risks.
term strategies to spearhead the Company’s with regard to minimising economic,
growth trajectory in a sustainable manner. environmental and social impacts arising • Reviewing the adequacy and effectiveness
from the Company’s operations. of the internal audit arrangements.
• Approving annual plans and long-term
business plans as recommended by the • Reviewing major acquisitions, disposals and • Recommending the appointment, re-
Executive Committee. capital expenditure and recommending the appointment and removal of the External
same to the Board. Auditors by assessing their qualifications,
• Ensuring sustainability integration is expertise, resources and independence as
reflected across management systems, The Audit Committee well as reviewing the terms of engagement
internal control mechanisms and risk and determining appropriate remuneration.
management frameworks. The Audit Committee comprises 03 Non-
Executive Directors, with at least one member The Role of the Audit Committee
• Authorising Board changes or changes having significant, recent and relevant financial
to delegated authorities including the management and accounting experience The role of the Audit Committee is to
Executive Committee and Chief Executive and a professional accounting qualification. assist the Board in fulfilling its oversight
Officer (CEO). The Head of the Internal Audit, Risk and responsibilities in relation to;
Compliance division serves as the Secretary of
• Approving major acquisitions, disposals and the Audit Committee, while SAGT’s CEO and • the integrity of the financial statements of
capital expenditure as recommended by the Chief Financial Officer (CFO) are permanent the Company,
Executive Committee. invitees at all Committee meetings.
• the internal control and risk management
• Approving any amendments to the The scope of functions and responsibilities of systems of the Company and its compliance
concession agreement with SLPA. the Audit Committee are adequately set out in with legal and regulatory requirements,
the Board-approved terms of reference which
is reviewed by the SAGT Board annually. The • the External Auditors’ performance,
Committee’s responsibilities pertain to the qualifications and independence,
Company as a whole in discharging its duties.
• and the adequacy and performance of the
Internal Audit function undertaken by the
Audit, Risk and Compliance division.