Corporate Governance
CORPORATE GOVERNANCE STATEMENT
1. Establish clear responsibilities for board oversight
Separation of Duties: Clear separation of duties between Board and Senior Management.
Board Charter: Adopt a Board charter detailing functions and responsibilities of the Board.
The FHL Board holds ultimate responsibility for the overall corporate governance of the Company. Day-to-day management and operational oversight have been delegated to the Group Chief Executive Officer (GCEO), who remains directly accountable to the Board for the effective discharge of these responsibilities.
A Board Charter is in place, setting out the roles, responsibilities, and functions of the Board in relation to the Company. The Charter is reviewed annually to ensure it remains relevant, effective, and aligned with best governance practices.
2. Constitute an effective Board
Board Composition: Balanced Board Composition with Executive and Non-Executive directors of which 1/3rd of total number of directors to be independent directors.
Gender Diversity: Do you have a policy for promoting gender diversity at Board level and have you achieved your policy goals?
Nomination Committee: Selection, approval, renewal and succession of Directors to be conducted by Nomination Committee in accordance with the Articles of Association of the Company and Fit and Proper Policy of Reserve Bank.
Board Evaluation: Process of evaluation of performance of the Board, its committees and individual directors. Evaluation to be linked to key performance indicators of the listed entity.
Directors Training: Directors’ training and induction procedure to be in place to allow new directors to participate fully and effectively.
Board Sub-committees: Board must have sub-committees which must at a minimum include –
- Audit Committee.
- Risk Management Committee
- Nomination Committee/Recruitment Committee.
FHL’s Articles of Association provide that the Board shall consist of no fewer than the minimum number of directors required under the Companies Act 2015 (currently three), and no more than nine, or such number within that range as the Board may determine from time to time. At present, the Board comprises nine (9) Directors, including three (3) Independent Directors.
FHL is committed to promoting gender diversity across the Group. We believe that a balanced representation strengthens board effectiveness, with women directors contributing unique perspectives, creativity, and innovative approaches to addressing complex corporate challenges. At present, two women serve as members of the FHL Board.
The FHL Board is supported by a Nomination & Remuneration Sub-Committee. Its role is to assist the Board in fulfilling its responsibilities by providing independent and objective review, advice, and recommendations to the Board and, where appropriate, to the GCEO on matters relating to Board nominations and remuneration across the FHL Group.
The Board Evaluation process and guidelines is in place. It ensures that individual directors and the Board as a whole work efficiently in achieving their functions towards the company.
Directors’ training is in place and induction is carried out for every newly appointed Director to the Board. Workshops for Directors are also organised with external stakeholders.
The Board has formally constituted four (4) sub committees namely:
1. Nomination & Remuneration Sub- Committee.
2. People & Leadership Sub-Committee.
3. Audit & Risk Sub-Committee.
4. Investment & Strategy Sub-Committee.
3. Appointment of Chief Executive Officer
Group Chief Executive Officer: To appoint a suitably qualified and competent Chief Executive Officer/ Managing Director.
The appointment of the GCEO is a role vested in the office of the Board of FHL. The Board of Directors exercised due diligence in the appointment of GCEO. The qualification and criteria of the GCEO is at the discretion of the People & Leadership Sub-Committee in consultation with the Board.
4. Appointment of a Board and Company Secretary
Company Secretary: Board to appoint a suitably qualified and competent Company Secretary, who is accountable to the Board, through Chair, for all compliance and governance issues.
The appointment of the Company Secretary is the prerogative of the Board. As a listed public entity, FHL has appointed a suitably qualified and competent Company Secretary.
5. Timely and balanced disclosure
Annual Reports: Timely and accurate disclosures are made in Annual reports as per Rule 51 of Listing Rules.
Payment to Directors and Senior Management: Sufficient information to be provided to shareholders on remuneration paid to Directors and Senior management.
Continuous Disclosure: General disclosures or company announcements to be made in a timely manner. The disclosures should be factual without omitting material information and to be expressed in a clear and objective manner to shareholders.
Disclosures made as per SPX Listing Rules.
Disclosures made as per SPX Listing Rules.
Disclosures made FHL continues to make timely, accurate and full disclosures as per SPX Listing Rules. per SPX Listing Rules.
6. Promote ethical and responsible decision-making
Code of Conduct: To establish a minimum Code of Conduct of the listed entity applicable to directors, senior management and employees and conduct regular trainings on the same.
The Code of Conduct for Directors and Senior Management and employees is currently being reviewed. Internal trainings are conducted for all new Directors, Senior Management and employees.
7. Register of Interests
Conflicts of Interest: Transactions with related parties resulting in conflict of interest are disclosed and a register is maintained for this purpose.
All conflicts of interest (including all Directors and members of the senior management team) are disclosed and formally recorded.
8. Respect the rights of shareholders
Communication with shareholders:
To design communication strategy to promote effective communication with shareholders and encourage their participation. Examples: Communication through Annual Reports, Annual General Meetings, or any other means of electronic communication.
Website: To create and maintain a Website of the listed entity to communicate effectively with shareholders and other stakeholders. All matters of importance to be updated regularly on the Website.
Shareholders’ Complaints:To provide the number of shareholders’ complaints received and attended to during the year. Provide reasons if any complaint is unresolved or unattended.
Corporate Sustainability: To adopt a business approach that creates long-term shareholder value by embracing opportunities, managing risks, maximising profits and minimising negative social, economic, and environmental impacts.
Website address is www.fijianholdings.com.fj.
A Policy is in place and sets out FHL Grievance Redressal mechanism with respect to ensuring that adequate steps are taken for expeditious redress of shareholders complaints or questions by FHL as per the applicable statutory and regulatory requirements
No complaints were received from the Shareholders during the financial year.
FHL 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, manage risk and protects the social license to operate.
9. Respect the rights of shareholders
Communication with shareholders:
Internal Audit: To appoint an internal auditor or an alternative mechanism to achieve the objectives of risk management, control and governance.
External Audit: To appoint an external auditor who reports directly to the Board Audit Committee.
Rotation of External Auditor: To appoint the external auditor for a fixed term requiring senior partner of the audit firm to rotate once in every three or less financial years.
Audit Committee: To establish an Audit Committee comprising of at least 3 members of which majority are independent and Chair is not Chair of the FHL Board.
External auditors are appointed annually on the recommendation of the Audit & Risk Sub-Committee, with the endorsement of the Board and ratification by shareholders at the Company’s Annual General Meeting. They report directly to the Board Audit & Risk Sub-Committee.
The FHL Board Audit & Risk Sub-Committee is responsible for ensuring compliance with the rotation requirement, whereby the senior audit partner of the appointed firm must rotate at least once every three financial years. The Sub-Committee also undertakes this review before recommending any audit firm to the Board for appointment.
The FHL Audit Sub-Committee comprises of 4 members of which 2 are independent members.
10. Risk Management
Risk Management Policy: To establish a Risk Management Policy to address risk oversight, risk management and internal control. The Policy to clearly define the roles and responsibilities of the Board, Audit committee, management and internal audit function.
Whistle Blower Policy: As part of risk management strategy, establish a Whistle Blower Policy by creating a mechanism of reporting concerns of unethical behaviour, actual or suspected fraud or violation of the listed entity’s code of conduct or ethics policy, SPX Rules or Companies Act.
Risk management is a shared responsibility across the FHL Group. While specific roles are assigned to the Board, Audit & Risk Committee, GCEO, GCFO, Group Manager Audit, Risk & Compliance, Executive Management, and all employees and contractors, every member of FHL is accountable for identifying and managing risks.
Effective implementation and communication of the Risk Management Policy and systems is the responsibility of all employees. to communicate our Risk Management Policy and supporting systems to all our stakeholders.
FHL has a policy in place to address unethical conduct, including dishonesty, fraud, corruption, illegal activities, and matters relating to accounting or internal controls. The policy is reviewed and updated annually to ensure its continued relevance and effectiveness.