Page 18 - SAGT Sustainability Report 2021
P. 18

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.
   13   14   15   16   17   18   19   20   21   22   23