Establish clear Responsibilities for Board Oversight
The FHL Board is responsible for the overall corporate governance of the Company. The Board Charter sets out the following objectives of the Board:
- To provide strategic guidance for the Company and effective oversight of management.
- To optimise Company performance and shareholder value within a framework of appropriate risk assessment and management.
- To recognise the Company’s legal and other obligations to all legitimate stakeholders.
The Board Charter specifies the Board’s responsibilities towards the achievement of these objectives as being:
- Oversight of the Company, including its control and accountability systems.
- Appointment and removal of the Group Chief Executive in line with Company Articles and Memorandum of Association and approving his/her terms of engagement.
- Ratifying the appointment of members of FHL’s Senior Management Team, approving their terms of engagement.
- Providing input into the final approval of the corporate strategy and performance objectives, and monitoring performance against those plans.
- Reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliances.
- Protecting the Company’s financial position and its ability to meet debts and other obligations as they fall due.
- Ensuring that the Company’s accounts comply with the relevant accounting standards and present a true and fair view.
The Board has delegated the responsibility of operating and administering to the Group Chief Executive, who is accountable to the Board for the performance of these duties.
Constitute an Effective Board
FHL’s Memorandum and Articles specifies the number of Directors may be not less than the number required by the Companies Act (currently three), nor more than nine (or such number within the range as the Board may determine from time to time).
The Board currently comprises of eight Directors.
|Iowane Naiveli||Appointed, Chairman 2011|
|Sakiusa Raivoce||Appointed 2013|
|Isikeli Tuituku||Appointed 2014|
|Ulaiasi Taoi||Appointed 2014|
|Viliame Cegumalua||Appointed 2014|
|Viliame Naupoto||Appointed 2015|
|Ratu Aisea Waka Vosailagi||Appointed 2015|
|John O’Connor||Appointed 2015|
As required under the Board Charter, the Board comprises of a majority of independent non-executive Directors. As per the Company’s Article 78, six of the nine board directors are appointed by the Minister of iTauikei Affairs in consultation with the Prime Minister. According to the Charter, a non-executive Director is independent as he or she is not a member of management and is free of any business or other relationship that could materially interfere with the independent exercise of their judgment. All Directors are independent Directors with no substantial interest in the shares or Group business.
The Board carries out a number of its duties and responsibilities through specific Board Sub- Committees:
• Audit and Risk Committee inclusive of Compliance
• People and Leadership Committee
• Investment and Strategy Committee
• Board Nomination and Remuneration Committee.
The Charter of each Board Committee sets out the respective duties and responsibilities of that particular Committee. Each Committee is entitled to the resources and information it requires, including direct access to employees and advisers. All FHL Directors are informed of the Board Sub- Committee meetings and deliberation through the Committee reports at FHL board meetings.
The Board, an individual Director or a Committee, may engage an independent external adviser in relation to any Board matter, at the expense of the Company. Before the external advice is sought, consent needs to be obtained from the Chairperson of the Board.
Director Induction is a formal process whereby the Group Chief Executive and the management team present a comprehensive corporate profile of the organisation. It is necessary for all incoming directors to attend the induction programme. In addition, as and when required, workshops are organised with external consultants.
Appointment of a Group Chief Executive
Directors are expected to exercise due diligence in appointing the Group Chief Executive or the officer-in-charge. This role is vested in the office of the Board of Fijian Holdings Ltd. The qualification and criteria of the Group Chief Executive shall be at the discretion of the HR Committee in consultation with the Board. Total remuneration package for the Group Chief Executive should be the final decision of the Board. The remuneration has been structured to reward corporate and individual performances.
Board and Company Secretary
FHL, as a public listed company, has appointed a suitably qualified and competent board secretary. The Company Secretary is the administrative link between the Board and the Management and is responsible for ensuring compliance to Company activities. In this capacity, he/she ensures that the statutory requirements, board policy and procedures are followed and co-ordinates the timely completion and dispatch of board agenda and briefing material. The secretary is responsible for ensuring the board has proper and detailed minutes where records on major decisions of the Board are made. All directors must have direct access to the company secretary. The company secretary is accountable to the board, through the chair, on all governance issues. The appointment and removal of the company secretary should be a matter for decision by the board as a whole. At present, the Company Secretary for FHL is Ms Mereoni Rasovo Matavou.
Timely and Balanced Disclosure
Fijian Holdings complies with its disclosure obligations under the SPSE Listing Rules and the Companies Act, and has in place well-developed procedures for dealing with compliance. Fijian Holdings has a Disclosure Policy that sets out the procedures and requirements expected of all employees of the Company, including Directors, executive officers and senior executives.
Promote Ethical and Responsible Decision Making
Fijian Holdings Ltd recognises that its reputation is one of its valuable assets, and is founded largely on the ethical behaviour of the people who represent the Group. The Board has approved a Code of Conduct that sets out the principles for ethical behaviour by all Group personnel. This ethical framework provides the foundation for maintaining and enhancing FHL’s reputation. FHL’s Code of Conduct therefore commits its Directors, employees, contractors and consultants to not only comply with the law, but to conduct business in accordance with the highest ethical conduct, so we:
- Conduct business with integrity, honesty, and fairness;
- Value and respect diversity in a workplace in which no one is discriminated against on the basis of gender, age, race, religion, sexual orientation or marital status; and,
- Exercise high ethical conduct in observing the spirit and letter of our legal obligations.
Any breach of the Code of Conduct is a serious matter that may give rise to disciplinary action, including dismissal and legal action.
In accordance with FHL’s Whistle-blower Policy, employees who are aware of any matter or behaviour that may contravene with the Code of Conduct, FHL’s policies or the law are encouraged to:
• Take the matter up with their immediate supervisor or manager;
• Report the matter to their Human Resources Manager, a more senior manager or the Company Secretary
The Whistle-blower Policy provides that all reports will be thoroughly investigated, and that, where applicable, feedback on the outcome of the investigation will be provided to the person making the report. Any person making the report will not be discriminated against or disadvantaged in their employment with the Group simply for making the report.
Business Dealings with the Company and Conflicts of Interest
The Company has procedures in place for the reporting of any matter which may give rise to a conflict of interest whether it be a Director or an employee of the Company. Employees are required annually to disclose arrangements where a potential conflict of interest may arise. A register of interest so declared is maintained by the Company Secretary. When a potential conflict of interest arises, employees must advise the Company Secretary and their immediate supervisor. A decision is then made as to whether the reported activities may continue. When the Board is considering a matter in which a director has a material personal interest, that Director may not be present during the Board or Board Committee discussions nor vote on the matter unless permitted under specific circumstances in accordance with the Corporations Act.
Fijian Holdings also has in place a policy prohibiting donations, whether in cash or kind, to any political party or organisation, politician or candidate for public office in any country in which it operates.
Key executives are permitted to hold one non-executive directorship of an external public company, depending on the particular circumstances, but only on the recommendation of the Group Chief Executive for approval by the Board. The Group CEO is permitted to hold one non-executive directorship of an external public Company with the approval of the Board. Such a public Company must not be a competitor, supplier or customer of the Group, nor can the directorship create an actual or potential conflict of interest with the Group’s business activities.
Fijian Holdings adopts an integrated approach to corporate sustainability. The Group is committed to continuously improving its business practices to maximise positive and minimise negative social, environmental and economic impacts. This enhances employee engagement and retention, supports corporate reputation, manages risk and protects the social license to operate.
Register of Interest
The Board has ensured that all conflicts of interest are disclosed and formally recorded. Conflicts of interest arise in a related party transaction, which is a transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related if one party has the ability to exercise significant influence over the other party in making financial or operating decisions.
In declaring a conflict of interest, the Director should abstain from voting or participating in the decision-making on that matter. In addition to Directors, members of the senior management team are required to declare all conflicts of interest.
Respect the rights of the Shareholder
The Shareholder Communication Policy of the Company encourages and promotes effective communication with shareholders and effective participation at General Meetings. Fijian Holdings frequently examines how best to take advantage of technology to enhance shareholders communications and how to use General Meetings to enhance two way communication. Fijian Holdings maintains an up-to-date website to compliment the official release of information to the market.
The external auditor attends the Annual General Meeting and is available to answer shareholders questions about:
• The conduct of Audit;
• The preparation and content of the auditor’s report;
• The accounting policies adopted by the Company in relation to the preparation of the financial statements; and,
• The independence of the auditor in relation to the conduct of the audit.
FHL also conducts a half-day training session for all shareholders on the day of the Annual General Meeting. This training programme is conducted by internal and external experts on various business topics; including the performance of all FHL subsidiaries and related investments.
Accountability and Audit
The Audit Committee consists entirely of independent non-executive Directors. The Committee meets as required, normally at least four times per year. The Chairman of FHL is not a member of the Audit Committee. The Committee’s role is to assist the Board to independently verify and safeguard the integrity of the Company’s financial reporting and internal control processes. The Committee’s primary responsibilities are to:
- Assess whether the Company’s external reporting is legally compliant, consistent with Committee members information and knowledge, and suitable for shareholder needs;
- Assess the management processes and internal control systems supporting external reporting;
- Liaise with the external auditors and ensure the annual statutory audit and half year review are conducted in an effective manner;
- Make recommendations for the appointment or removal of the external and the internal auditors;
- On an annual basis, assess the performance and independence of the external and internal auditors;
- Monitor the co-ordination of the internal and external audits.
The lead external audit partner is required to rotate off the audit after a maximum of five years. The internal audit function shall not be performed by the external auditors of the company. The Audit Committee has unlimited access to both internal and external auditors.
Recognise and Manage Risk
The Board has approved a Risk and Assurance Framework and supporting processes to oversee and manage risk. Fijian Holdings Risk and Assurance Framework is founded on a clear risk management philosophy and accountabilities driven by governance and operation. The Framework describes FHL’s risk and assurance systems and the supporting management disciplines in place to bring this system to life. It explains the philosophy and structure required to recognise business improvement opportunities through the management of risk.
The Framework is action-oriented and requires people to focus on the right things, prepare active action plans and to be held accountable for their actions. The Framework acknowledges that all employees have a role in managing risk and in particular, they are encouraged to report incidents, hazards and risk without fear. At FHL, the management of risk is not treated as an integrated ingredient in the way employees work.
Internal audit monitors the internal control framework Group wide. The Audit Committee approves the annual internal audit plan with respect to operational aspects, reviews reports and agreed actions, and ensures planned audit activities are aligned to business risks.
Evaluation of Board Performance
Evaluation on Board Performance ensures that individual directors and the Board as a whole work efficiently and effectively in achieving their functions. Each year, the Board undertakes the following reviews:
- The Chairperson meets non-executive directors separately to discuss individual performance and ideas for improvement.
- The performance of the Chairperson is reviewed and assessed each year by the other Directors.
- The board as a whole will discuss and analyse its own performance during the year including suggestions for change or improvement in achieving a better balance between monitoring past performance and debating the future directions of the business.
Securities Trading Policy
The Company has established a policy that imposes certain restrictions on directors, senior management and other employee trading in the Company’s securities. The policy has been adopted to prevent trading in breach of the insider trading rules in particular, when Company personnel are in possession of price-sensitive information.
Directors and Senior Officers are not permitted to take advantage of any information that is not available to shareholders and the market. There is no constraining time limit for the purchase of shares. All share dealings by these officers are to be advised to the Company Secretary.
Insolvency- Directors Duties
Generally, Director’s primary duty is to the shareholders. However, if the Company is insolvent, or there is a real risk of insolvency, Directors duties expand to include creditors (including employees with
outstanding entitlements) such as:
- The duty to exercise powers and duties with the care and diligence that a reasonable person would have which includes taking steps to ensure the financial position of the Company is properly informed and ensuring the Company doesn’t trade if it is insolvent;
- The duty to exercise powers and duties in good faith in the best interests of the Company and for a proper purpose;
- The duty not to improperly use position to gain a personal advantage, or to cause detriment to the Company.