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In terms of Sections 150 (1), 151 (1), 152 (1) and 153 (1) of the Companies Act No. 07 of 2007, the Directors of the Company are responsible for ensuring that the Company and the Group keep proper books of account of all the transactions and prepare Financial Statements that give a true and fair view of the state of affairs of the Company at the Balance Sheet date and of the profit or loss for the year ending on that Balance Sheet date, in compliance with the Act. The Financial Statements of the Bank and the Group have been certified by the Bank’s Chief Financial Officer, the person responsible for their preparation, as required by the Act. Financial Statements of the Bank and the Group have been signed by three Directors and the Company Secretary of the Bank on February 18, 2009 as required by the Sections 150 (1) (c) and 152 (1) (c) of the Companies Act. Under Section 148 (1) of the Companies Act, the Directors are also responsible for ensuring that proper accounting records which correctly record and explain the Company’s transactions and also determine the Company’s financial position with reasonable accuracy at any time are maintained by the Company enabling the preparation of Financial Statements, in accordance with the Act and further enabling the Financial Statements to be readily and properly audited.
Accordingly, the Directors have caused the Bank and the Group to maintain proper books of accounts and review the financial reporting system at their regular meetings and through the Audit Committee, the Report of which Committee is given on page 60 of this Annual Report. The Board of Directors also reviews Interim Financial Statements prior to their release with the assistance of the Audit Committee.
The Board of Directors accepts responsibility for the integrity and objectivity of the Financial Statements presented. The Directors confirm that in preparing the Financial Statements exhibited on pages 98 to 164 inclusive, appropriate accounting policies have been selected and applied on a consistent basis while reasonable and prudent judgements have been made so that the form and substance of transactions are properly reflected.
The Financial Statements for the year 2008, prepared and presented in this Annual Report are consistent with the underlying books of accounts and are in conformity with the requirements of the Sri Lanka Accounting Standards, Companies Act No. 7 of 2007, Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995, Banking Act No. 30 of 1988 and amendments thereto, the Listing Rules of the Colombo Stock Exchange and the Code of Best Practice on Corporate Governance issued jointly by The Institute of Chartered Accountants of Sri Lanka (ICASL) and the Securities and Exchange Commission of Sri Lanka (SEC).
The Directors also have taken reasonable measures to safeguard the assets of the Bank and the Group and to prevent and detect frauds and other irregularities. In this regard, the Directors have instituted an effective and comprehensive system of internal controls comprising of internal checks, internal audit and financial and other controls required to carry on the business of banking in an orderly manner, safeguard its assets and secure as far as practicable the accuracy and reliability of the records.
The Board of Directors wish to confirm that as required under Section 56 (2) of the Companies Act No. 7 of 2007, they have authorised distribution of the dividends paid and now proposed after being satisfied that the Bank and all its Subsidiaries would satisfy the solvency test after such distributions are made in accordance with Section 57 of the Companies Act No. 7 of 2007 and have obtained in respect of dividends paid and proposed, in respect of which approval is now sought, certificates of solvency from its Auditors.
The Board of Directors also wish to confirm that as required under Sections 166 (1) and 167 (1) of the Companies Act, they have prepared this Annual Report and ensured that a copy thereof is sent to every shareholder of the Company, within the stipulated period of time. The Directors also wish to confirm that all shareholders in each category have been treated equitably in accordance with the original terms of issue.
Further, the Board of Directors wish to confirm that the Bank and its quoted subsidiaries have met all the requirements under Section 8 on Continuing Listing Requirements of the Listing Rules of the Colombo Stock Exchange.
The Bank’s External Auditors, Messrs Ernst & Young who were re-appointed in accordance with a resolution passed at the last Annual General Meeting were provided with every opportunity to undertake the inspections they considered appropriate. They carried out reviews and sample checks on the system of internal controls as they considered appropriate and necessary for expressing their opinion on the Financial Statements and maintaining accounting records. They have examined the Financial Statements made available to them by the Board of Directors of the Bank together with all the financial records, related data and minutes of shareholders’ and Directors’ meetings and expressed their opinion which appears as reported by them on page 97 of this Annual Report.
The Directors confirm that to the best of their knowledge, all statutory payments relating to employees and the Government and other statutory bodies that were due in respect of the Company and its Subsidiaries as at the Balance Sheet date have been paid or where relevant provided for. The Directors further confirm that after considering the financial position, operating conditions, regulatory and other factors and such matters required to be addressed in the Corporate Governance Code issued jointly by the ICASL and the SEC, the Directors have a reasonable expectation that the Company possesses adequate resources to continue in operation for the foreseeable future. For this reason, we continue to adopt the Going Concern basis in preparing the Financial Statements.
By Order of the Board,
Mrs. R.R. Dunuwille
Company Secretary
Colombo
February 18, 2009 |
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