SUNSHINE HOLDINGS PLC

Annual Report 2021/22

Stewardship

Report of the Board Risk Review Committee

The Board Risk Review Committee consists of three (3) independent/non-executive Board Directors during the year. The Committee was chaired by Ms Aruni Goonetilleke until her resignation from the Board and the Committee on 11 November 2021 and Ms Shalini Ratwatte chaired the Board Risk Review Committee thereafter. Mr D A Cabral was temporary appointed to the Committee following the resignation of Ms A Goonetilleke, and Ms W Y Ruvini Fernando was appointed to the Committee with effect from 23 March 2022. Mr Reyaz Mihular was appointed as Consultant to the Board Risk Review Committee with effect from 1 April 2022. Corporate Services (Private) Limited, the Secretaries of the Company function as the Secretaries to the Board Risk Review Committee. The Group Managing Director, Group Chief Financial Officer and Sector Business Heads have a standing invitation to the Committee meetings, and Heads of Finance attend meetings on request. The Charter for the Board Risk Review Committee is in line with the best practice framework and was set up in November 2020. The Charter will be reviewed annually and updated to reflect current developments and to include other matters considered necessary by the Committee.

Meetings

The Committee met four (4) times during the FY 2021/22. The attendance of the Committee members at each of these meetings is as follows ;

Attendance

Ms S Ratwatte – Independent Non-Executive 4 of 4 meetings

Ms A Goonetilleke – Independent Non-Executive (resigned w.e.f. 11 November 2021) 3 of 4 meetings

Ms W Y Ruvini Fernanda – Independent Non-Executive (appointed w.e.f. 23 March 2022)

Mr A Cabraal (Member) – Independent Non-Executive 1 of 4 meetings

The Board Risk Review Committee

The Board Risk Review Committee is appointed by the Board as per the section D.2 of the Code of Best Practice of the Corporate Governance Act of 2017. The Purpose of the Committee is to establish a Risk Management Policy and Framework to safeguard shareholders’ investments and the company’s assets and to oversee and approve the company wide risk management practices to assist the Board in:

  • Overseeing that the executive team has identified and assessed all the key risks that the organisation faces and has established a risk management infrastructure and mitigation plan capable of addressing those risks
  • Overseeing the monitoring of applicable risks such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks
  • Overseeing the division of risk-related responsibilities and performing a gap analysis to determine that the oversight of any risks is not missed
  • In conjunction with the full board, approving the company’s enterprise-wide risk management policy and framework

The Responsibility of the Committee

  • The establishment and implementation of a risk management framework for identification of financial and non-financial risks of the Group, monitor, assess and the development of strategies to manage and mitigate those risks
  • Periodically reviewing the Group’s Risk Management Policy and disclosing, in relation to each reporting period, whether such a review has taken place
  • Carrying out any processes or procedures required by the Group’s Risk Management Policy as amended from time to time
  • Review of compliance with approved Risk Management Policy
  • Monitor the organisation’s Risk Profile Matrix, it’s ongoing and potential exposure to risks of various types

Conclusion

The Board Risk Review Committee has periodically evaluated the risk identification and assessment process of risks in the business units/sectors and mitigation actions taken to control or eliminate the potential business risks. The evaluation is based on the risk matrix given the probability of occurrence of the event and the potential impact to the business. The Committee is of the view that the adequate risk mitigation controls and procedures are in place at Business Unit level to provide a reasonable assurance that businesses are safeguarded from the potential risks identified. In light of the prevailing political, economic and social challenges in the country and projected escalations of hardships in the ensuing 12 months, the Board Risk Review Committee decided that over and above the quarterly meetings being conducted, an open channel of communications to be set up to provide timely visibility and proactive mitigation of potential risks.

On behalf of the Board Risk Review Committee

S Ratwatte
Board Risk Review Committee

27 May 2022

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