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P a g e
TRINIDAD CEMENT LIMITED
SECTION 3: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE RELATIONS
(Continued
)
Below are brief outlines of the terms of reference of each of the four (4) committees.
Governance Committee:
The TCL Group is committed to adhering to the principles and practices of good corporate governance. The TCL
Group recognises that a robust corporate governance system redounds to the overall benefit of the organization by
fostering better performance and by facilitating a lower risk of malfeasance as well as a lower cost of capital. Based
on the guiding principles of fairness, transparency and accountability, the Company strives to maintain a high
standard of corporate governance through the establishment of a comprehensive and efficient framework of policies,
procedures and systems and the promotion of a responsible corporate culture throughout the Group.
Audit Committee:
The Chairman of the Audit Committee is Nigel Edwards. The Audit Committee is a Subcommittee of the Board
charged with the responsibility for:
1.
Appointment and ongoing assessment of the External Auditors;
2.
Reviewing and advising the Board on the integrity of financial statements;
3.
Oversight of the establishment, implementation and assessment of the Risk Management Function;
4.
Ensuring that an effective system of internal controls is established and maintained;
5.
Assessing compliance with applicable laws and regulations;
6.
Monitoring and assessing the internal audit function.
State of Internal Controls:
The TCL Group has a robust internal controls framework, which provides reasonable assurance regarding the
achievement of the objectives. The related processes and control activities are independently assessed and monitored
on an ongoing basis, with continual improvement.
Finance Committee:
The objectives of the Board Finance Committee are two-fold:
1.
To enhance the financial strength and shareholder value of the TCL Group by providing guidance and
recommendations on issues which have a major financial impact on the TCL Group; and
2.
To enhance communication and understanding between TCL Group’s management and the Board on financial
matters.
A summary of the unofficial terms of reference of the Finance Committee follows:
1.
Review all significant issues of a financial nature before they are presented for consideration to the Board;
2.
Review the adequacy and sourcing of working capital for the TCL Group;
3.
Evaluate and recommend proposals for the ongoing long term financing of the TCL Group;
4.
Examine and/ or develop proposals for reducing the tax obligation of the TCL Group and the efficient
management of its tax affairs;
5.
Review annual budgets and five year plans for the TCL Group before submission for approval to the Board;
6.
Examine and/or develop solutions for problems of a financial nature arising from changes in accounting
standards, tax regulations and governmental legislation;
7.
Develop a set of financial objectives for the TCL Group; and
8.
Determine the appropriate capital structure for the TCL Group.
