The Board-related Party Transactions Review Committee (the Committee) has been established in terms of the Section 9 of the Listing Rules of the Colombo Stock Exchange (the “Rules”). The Committee comprises Four (4) Non-Executive Independent Directors and One (1) Non-Executive Non-Independent Director, further Two (2) Committee members are Senior Chartered Accountants. The Committee’s composition as at 31 March 2019 is:
*Appointed to Committee w.e.f. 28 May 2018
The above composition is in compliance with the provisions of the Code and the Rules regarding the composition of the Committee. Brief profiles of the members are given on pages 20 to 21 of the Annual Report. The Company Secretary functions as the Secretary to the Committee.
The Committee met five (5) times during the year. Attendance of the Committee members at each of these meetings is as follows:
The role and functions of the Committee are regulated by the Rules.
The mandate of the Committee is derived from the Rules and includes mainly the following:
Review of the relevant RPTs by the Committee normally takes place quarterly but during this year additional one meeting held. The Committee has communicated its observations to the Board RPTs published in the Note 42 to the Financial Statements.
The minutes of the Committee meetings are tabled at Board meetings enabling all Board members to have access to same.
The Committee has the authority to seek external professional advice on matters under its purview. The RPTs are audited by the Group External Auditors, Messrs KPMG as part of the annual audit process.
On behalf of the Board related Party Transactions Review Committee
A D B Talwatte
Related Party Transactions Review Committee
30 May 2019