Report of the Risk & Compliance Review Committee

The Board Risk Review Committee consists of Three (3) independent non- executive Board Directors. The Committee was chaired by Mr Reyaz Mihular and Corporate Services (Private) Limited, the Secretaries of the Company function as the Secretaries to the Board Risk Review Committee. The Group Chief Executive Officer has a standing invitation to meetings and the Group Chief Financial Officer, Internal Audit and Compliance Officer, Sector Business Heads 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 for the financial year 2023/24. The attendance of the Committee members at each of these meetings is as follows;

Attendance

	Meetings
Mr R Mihular (Chairman) – Independent Non-Executive	04 of 04
Mr S Shishoo (Member) Independent Non-Executive	04 of 04
Ms A Goonetilleke (Member) Independent Non-Executive (Appointed w.e.f 15th November 2023)	02 of 04
Ms R Fernando (Member) Independent Non-Executive (Retired w.e.f. 27th October 2023)	01 of 04

The Board Risk & Compliance Review Committee

The Board Risk & Compliance 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 organization’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.

On behalf of the Report of the Risk & Compliance Review Committee.

Reyaz Mihular
Chairman
Risk & Compliance Review Committee
30 May 2024