Composition
The Board appointed Audit Committee comprises three Independent Non-Executive Directors.
The Committee was chaired by Mr P Mayura B Fernando, who is a Fellow Member of The Institute of Chartered Accountants of Sri Lanka who possessed considerable experience in the field of finance and auditing until 30 June 2022. Subsequent to his retirement, the Board appointed Mr Harin A J de Silva Wijeyeratne as the Chairman of the Audit Committee with effect from 1 July 2022. He has extensive experience in the fields of general management, financial management and auditing and is an Associate Member of The Institute of Chartered Accountants of Sri Lanka and a Fellow Member of the Chartered Institute of Management Accountants (UK).
Ms Shamalie Gunawardena was also appointed as a new member with effect from 1 July 2022. She is an Attorney-at-Law and holds a Master’s Degree in Commercial Law from the United Kingdom with diverse experience in the areas of Legal, Fiscal Policy and Economic Affairs.
Accordingly the present members of the Board appointed Audit Committee are as follows:
Mr Harin A J de Silva Wijeyeratne – Chairman
Ms Hiroshini Fernando
Ms Shamalie Gunawardena
There were no other changes in the membership of the Committee during the year. Brief profiles of the members are given on pages 24 to 28.
Mandate and Role
The Terms of Reference of the Committee, which is subject to review periodically by the Board of Directors, clearly defines the mandate and role of the Committee. The Terms of Reference of the Committee was last reviewed and approved by the Board in September 2022. The Committee is responsible to the Board of Directors and reports on its activities regularly. The Committee assists the Board of Directors in fulfilling its general oversight of financial reporting, internal controls, internal and external audits.
Further the functions of the Committee are structured and regulated in line with the Rule No. 3 (6) (ii) of the Corporate Governance Direction No. 11 of 2007, issued by the Central Bank of Sri Lanka, the Rules on Corporate Governance as per Section 7.10 of Listing Rules issued by the Colombo Stock Exchange and the Code of Best Practice on Corporate Governance 2017 issued by the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka). Where appropriate, more details are provided under separate headings in this Report.
Meetings
The Head of Group Internal Audit functioned as the Secretary to the Committee for the year ended 31 December 2022. During the year, 10 Audit Committee meetings were held and proceedings of the Audit Committee meetings were reported regularly to the Board.
Some of the meetings during the year were held virtually due to the continued travel restrictions due to the fuel shortage and attendance by the Committee members at the meetings is given in the table on page 158 of this Annual Report.
The Chief Executive Officer, Chief Financial Officer and Chief Operating Officer attend meetings by invitation. Senior Management also attends the meetings on invitation in order to brief the Audit Committee on specific matters. The Committee held two meetings with the External Auditor; KPMG independently, without the presence of the Executive Management, to discuss the progress and conclusion of the audits.
Principal Activities Conducted During 2022
Review of Financial Reporting
The Committee reviewed the effectiveness of the Financial Reporting System in place, to ensure reliability of information provided to the stakeholders. The Committee reviewed that to the best of its knowledge and belief, the Financial Statements issued for external purposes by DFCC Bank PLC (the Bank), complied with generally accepted principles of accounting as enunciated in Sri Lanka Accounting Standards, and complies with the statutory provisions of the Companies Act No. 07 of 2007 and Banking Act No. 30 of 1988 and subsequent amendments thereto.
The Committee assisted the Board of Directors to discharge their responsibility for the preparation of true and fair Financial Statements in accordance with the books of accounts and Sri Lanka Accounting Standards. In carrying out the overseeing responsibilities, the Committee reviewed.
- The adequacy and effectiveness of the internal control system and procedures to provide reasonable assurance that all transactions are accurately and completely recorded in the books of accounts.
- All critical accounting policies, practices, related changes thereto, alternative accounting treatments, major judgement areas, material audit adjustments, compliance with accounting standards, going concern assumptions, financial reporting controls and compliance with applicable laws and regulations that could impact the Bank’s Financial Statements, its Annual Report and its Quarterly Financial Statements prepared for publication in conjunction with the Management, Internal Auditors and where relevant, External Auditors. Special attention was made to discuss and decide on the changes in accounting treatments necessitated from the Circulars issued by the Regulator and Accounting Profession from time to time.
- During the year the Audit Committee placed additional focus on the assessment of adequacy of provision for Expected Credit Loss (ECL) recognised in the Financial Statements based on the internal models, management overlay computed based on stress testing the exposures to risk elevated sectors, to address the ongoing implications of the COVID-19 pandemic from previous years with the continuing moratorium schemes and also the impacts resulting from the political and economic crisis of the country.
- All quarterly Unaudited Interim Financial Statements and Financial Statements for the year ended 31 December 2022, together with supporting information that included significant assumptions and judgments made in the preparation of Financial Statements.
- Internal Audit Reports, Management Letter issued by the External Auditor and the responsibility statements in relation to the Financial Statements issued by the Chief Financial Officer and Chief Executive Officer in making an overall assessment on the integrity of the Financial Reporting System.
- The operations, future prospects, and sustainability indicators of the Bank and discussed with the Management regularly to ensure that all relevant matters have been taken into account in the preparation of the Financial Statements and that the 2022 Financial Statements are reliable and presents a true and fair view of the state of affairs of the Bank.
Core Banking System Migration
During the year, the Audit Committee continued to place additional focus on the core banking system migration that took place in October 2021. Progress of the core-banking system related matters and follow up reviews were discussed at the Audit Committee on a periodic basis. Post migration progress was reviewed with the senior management and with the Project Steering Committee from time to time focusing on key controls, financial reporting and MIS areas. The Committee was apprised on the results of post migration verifications performed and noted that all critical exceptions have been addressed without any delays.
Review of Internal Control System
The Audit Committee assessed the effectiveness of internal controls over financial reporting as at 31 December 2022 as required to comply with Section 3 (8) (ii) (b) of the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks, issued by the Central Bank of Sri Lanka. This process assesses the adequacy and effectiveness of the internal controls and the processes for controlling business risks to ensure compliance with laws and regulations. The Committee ensures that appropriate action is taken by the Management on the recommendations of the Internal Auditors to improve the effectiveness of the internal control system of the Bank. The Board of Directors performs its responsibilities on the basis of the internal control framework, which enables the Board to pursue its functions and take necessary measures. The Board’s statement on effectiveness of the Bank’s internal control mechanism is published on pages 189 to 191.
Group Internal Audit
The Audit Committee ensures that the internal audit function is independent of the activities it audits and that it is performed with impartiality, proficiency and due professional care. The Audit Charter authorises and guides the Head of Group Internal Audit (HGIA) in carrying out independent audit functions of the Bank and its subsidiaries. The HGIA enjoys operational independence in conducting duties and has the authority to initiate, carry out, and report on any action, which is considered necessary. For the performance of duties, the HGIA and audit staff shall have unrestricted, unlimited, direct and prompt access to all records of the Bank and its subsidiaries, officials or personnel holding any contractual status of the Bank and its subsidiaries, and to all the premises of the Bank and its subsidiaries. The Committee had necessary interactions with the Head of Internal Audit throughout the year. The Audit Committee monitored and reviewed the scope, resources, extent, and effectiveness of the activities of the Bank’s Internal Audit Department.
The Group Audit function is governed by the Group Audit Charter which defines the internal audit’s purpose, authority, independence, reporting, responsibility and access in order to assist Group Audit to discharge its function independently. The Group Audit Charter and Audit Manual were revised and approved in September 2022 by the Board Audit Committee.
The Committee reviewed the progress of the risk-based audits carried out in accordance with the Internal Audit Plan approved by the Committee for the year 2022. During the year, the Internal Audit Department has reviewed business lines, critical operational processes, risk and compliance functions, branches, and subsidiary operations. Further, the Department has conducted thematic audits focusing on particular audit objectives across the audited units/branches. Process Audits were conducted on specific business processes to review the adequacy, efficiency and effectiveness of the procedures, processes, related controls and further to ensure that the intended objectives and benefits are derived from the related processes of the Bank. The Potential Fraud Monitoring Unit under Internal Audit carried out testing and data analytics related to potential fraud risk areas on a continuous basis while undertaking special reviews and investigations as required from the management and also resulting from feedback received as whistleblowing from time to time.
In addition, the Group Internal Audit performed many certifications during the year as required by the regulators, CBSL and FIU. They included a certification on the Compliance reporting under the GoAML system to FIU/CBSL and quarterly based certifications provided on interest reimbursements on senior citizen accounts and incentives paid on overseas worker remittances.
In 2022, the Board Audit Committee reviewed all the audit reports of branches and departments, Information System Audits, Thematic Audits, Process Audits, and Special Investigations of the Bank. The Committee reviewed the Internal Audit Reports of the Bank’s subsidiaries as well.
The Board Audit Committee advised Corporate Management to take precautionary measures on significant audit findings and obtained required assurances through affirmative confirmations from business units on the remedial action in respect of the identified risks to maintain the effectiveness of the internal control system.
Independence of External Audit
The Committee reviewed and monitored the External Auditors’ independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements. The Committee approved the policy in place as reviewed on non-audit services provided by the External Auditors in September 2022.
The Committee ensured that the lead audit partner was rotated every five years in accordance with the Banking Act Direction No. 11 of 2007 on Corporate Governance for Licensed Commercial Banks in Sri Lanka. Accordingly, the audit partner rotation was taken place in 2021. The Committee discussed with the Auditors their audit plan, scope and the methodology they propose to adopt in conducting the annual audit prior to its commencement. The Auditors were also provided with the opportunities to meet the Audit Committee separately, without the presence of Executive Management, to ensure that the Auditors had the independence to discuss and express their opinions on any matter. Further, additional meetings were held with the External Auditors from time to time to discuss the Bank’s interim audit findings and financial reporting improvements and changes required as a result of the ongoing economic crisis and macroeconomic changes.
There was no limitation of scope and the Management has fully provided all information and explanations requested by the Auditors. The Committee also met the Auditors to review the Management Letter with the responses from the Management.
Reappointment of the External Auditor
The Committee performed an evaluation of the Bank’s External Auditor Messrs KPMG based on certain key areas and recommended to the Board of Directors that, KPMG Chartered Accountants, be reappointed for the financial year ending 31 December 2023 subject to the approval of shareholders at the next Annual General Meeting.
Good Governance and Whistleblowing Policy
The Committee continuously emphasised on sustaining ethical conduct amongst staff members. In this regard, the Whistleblowing Policy of the Bank and its subsidiaries was reviewed during the year 2022 and all members of staff were educated and encouraged to practice whistleblowing if they suspect any wrong doing while further strengthening the policy as a communication channel to raise any genuine concerns. The Policy is subject to annual review in order to further improve its effectiveness.
All appropriate procedures and techniques are in place to conduct independent investigations into incidents reported through whistleblowing or identified through other channels. The Whistleblowing Policy guarantees the maintenance of strict confidentiality of the identity of the whistleblowers.
Evaluation of the Committee
The effectiveness of the Committee is self-evaluated annually by its members. An independent evaluation of the effectiveness of the Committee was carried out by the other members of the Board and the Committee has been found to be effective.
MR H A J DE SILVA WIJEYERATNE
CHAIRMAN – AUDIT COMMITTEE
17 February 2023