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TUKUTUKU NI KENA CICIVAKI NA KABANI

Fijian Holdings Limited is committed to delivering best practices in corporate governance and transparency in reporting in accordance with the Listing Rules of the South Pacific Stock Exchange, Companies Act 2015 of Fiji and Reserve Bank of Fiji’s Corporate Governance Code for Capital Markets.Annexure P: FHL’s Annual Compliance Report on Corporate Governance For the Financial Year ended on 30th June 2021

Principle

Requirement

Compliance Status

• 
  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.1. Establish clear responsibilities for board oversight FHL Board is responsible for the overall corporate governance of the Company.The Board has delegated the responsibility of operating and administering to the Group Chief Executive Officer. who is accountable to the Board for the performance of these duties.A Board Charter is in place and specifies the Boards responsibilities and functions towards the company. The Charter is reviewed annually,

• 
  2. Constitute an effective Board

Board Compositön: Balanced Board
Composition With Executive and
Non-Executive directors of which
1/3’d 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 bv Nomination
Committee in with
Articles of Association of the
Company and Fit and policy
of Reserve Bank.Board Evaluation: Process of evaluation of performance of the Board, its
CommRtees ard individual directors. Evaluation to be linked to Kev gHformarxe indicators of the listed entity.

Board Sub-committees:
The board must have sub-committees which must at a minimum include
• Audit Committee
• Risk Management Committee and
• Nomination Committee/Recruitment Committee.

FHL’s Articles of Association 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 8 Directors of
which 3 are Independent Directors.FHL continues to maintain gender diversity throughout the group. As much as we believe that Gender diversity increases corporate board effectiveness and that women on boards bring different perspectives, more creative and innovative insights to the difficult issues facing today’s corporations, we have established 29% female directors in the Group and 40% of the company employees are female.FHL has a Board Nomination & Remuneration Sub-Committee within the FHL Board. The role of the Sub-Committee is to assist the FHL Board in fulfilling its duties by providing independent and objective review, advice, and assistance to the Board and the CEO (as appropriate), on matters concerning Board Nomination and Remuneration related issues within 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 achie.ring their functions towards the company.Directors training iS in place and induction iS carried out for all newty appointed Directors to
the Board. Workshops for Directors are also organised with external stakeholders.

The Board has formally constituted (4) sub
committees namely:
1. Audit & Risk Sub-committee;
2. Investment & Strategy Sub-Committee
3. Board Nomination & Remuneration Sub-
Committee
4. People & Leadership Sub-Committee

• 
  3. Appointment of Chief Executive Officer/Managing Director

Group Chief Executive Officer:
To appoint a suitably qualified and competent Chief Executive Officer/ Managing Director.The appointment of 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 Group CEO shall be at the discretion of the HR Committee in consultation with the Board. The total remuneration package for the Group CEO should be the final decision of the Board. The remuneration has been structured to reward corporations and individual organizations.

• 
  4. Appointment of a Board Company and Secretary

Company Secretary: The 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 Board Secretary.

• 
  5. Timely balanced and 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 are to be made in a timely manner. The disclosures should be factual without omitting material information and should be expressed in a clear and objective manner to shareholders.

Disclosures made as per SPX Listing Rules.The Board currently, comprises of 8 Directors of
which 3 are Independent Directors.Disclosures made as per SPX Listing Rules.Disclosures made as 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.A Code Of Conduct for Directors arxi Senior Management and employees are in place. 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 mernbers of the senior management team) are disclosed and formally recorded

• 
  8. Respect the rights of shareholders

Communication with shareholders: To design a communication strategy to promote effective communication with shareholders and encourage their participation. Examples: Communication through Annual Reports, Annual General Meetings, or any other of ekctronk communication.Website: To create and maintain a Website of the listed entity to communicate effectüetv With shareholders and other stakeholders. All matters of importance are to be updated regularly on the Website. Grievance Redressal Mechanism: To establish a Grievance Redressal Mechanism for Shareholders to address shareholder’s complaints and grievances. 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 minimizing negative social, economic, impacts. and environmental The Shareholder Communication Policy of the Company encourages and promotes effective communication with shareholders and effective participation at General Meetings. FHL frequently examines how best to take advantage of technology to enhance shareholder’s communications and how to use General Meetings to enhance two-way communication.FHL maintains an up-to-date website to compliment the official release of information to the marketFHL also conducts a half-day training session for all shareholders on the day Of the Annual General Meeting. This training program is conducted by internal and external experts on various business topics; including the performance of all FHL subsidiaries and related investments.The Website www.fiiianholdings.com.fi is in place and reviewed annually. 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 requirernents.There were none received from the Shareholders during the year.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.

• 
  9. Accountability and audit

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 Board. There is an Internal Audit Division in place and reports directly to the Audit & Risk Committee. The Audit & Risk Committee has overall responsibility to assist the Board, through a systematic and disciplined approach, with its responsibilities in the oversight and effective management of all risk management, audit and compliance activities of the company.External Auditors are appointed by the Shareholders at the AGM and report to the Audit & Risk Committee.An external auditor is appointed annually during its Annual General Meeting.The Audit Committee comprises of five members of which four 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 defines the roles and responsibilities of the Board, Audit committee, management and internal audit function.

Whistle Blower Policy: management As part of risk 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. [Refer Rule 68 of the Listing Rules].

Every member of the FHL continuously manages risk which includes the identification of all potential risks. However, specific risk management responsibilities are allocated to the FHL management team to ensure the Risk Management Policy is effectively implemented, maintained and monitored at all levels of the organization including:

• Board of Directors
• Audit & Risk Committee
• Group Chief Executive Officer
• Group Chief Financial Officer
• Group Manager Audit, Risk & Compliance
• Executive Management
• Employees & Contractors

Details of specific risk management responsibilities for these Directors, Officers and Committees nominated above. Effective implementation and application of risk management initiatives, systems and plans is a responsibility of all FHL staff. FHL staff are also to communicate our Risk Management Policy and supporting systems to all of our stakeholders. obligatedA policy is in place to address unethical behaviour, actual dishonesty, fraudulent. corrupt or illegal behaviour; accountirw or internal control matters. The policy is reviewed and updated annually.

TUKUTUKU NI KENA CICIVAKI NA KABANI

Fijian Holdings Limited is committed to delivering best practices in corporate governance and transparency in reporting in accordance with the Listing Rules of the South Pacific Stock Exchange, Companies Act 2015 of Fiji and Reserve Bank of Fiji’s Corporate Governance Code for Capital Markets.Annexure P: FHL’s Annual Compliance Report on Corporate Governance For the Financial Year ended on 30th June 2021

Principle	Requirement	Cornpliance Status
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.	1. Establish clear responsibilities for board oversight FHL Board is responsible for the overall corporate governance of the Company. The Board has delegated the responsibility of operating and administering to the Group Chief Executive Officer. who is accountable to the Board for the performance of these duties. A Board Charter is in place and specifies the Boards responsibilities and functions towards the company. The Charter is reviewed annually,
2. Constitute an effective Board	Board Compositön: Balanced Board Composition With Executive and Non-Executive directors of which 1/3’d 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 bv Nomination Committee in with Articles of Association of the Company and Fit and policy of Reserve Bank. Board Evaluation: Process of evaluation of performance of the Board, its CommRtees ard individual directors. Evaluation to be linked to Kev gHformarxe indicators of the listed entity. Board Sub-committees: The board must have sub-committees which must at a minimum include • Audit Committee • Risk Management Committee and • Nomination Committee/Recruitment Committee.	FHL’s Articles of Association 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 8 Directors of which 3 are Independent Directors. FHL continues to maintain gender diversity throughout the group. As much as we believe that Gender diversity increases corporate board effectiveness and that women on boards bring different perspectives, more creative and innovative insights to the difficult issues facing today’s corporations, we have established 29% female directors in the Group and 40% of the company employees are female. FHL has a Board Nomination & Remuneration Sub-Committee within the FHL Board. The role of the Sub-Committee is to assist the FHL Board in fulfilling its duties by providing independent and objective review, advice, and assistance to the Board and the CEO (as appropriate), on matters concerning Board Nomination and Remuneration related issues within 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 achie.ring their functions towards the company. Directors training iS in place and induction iS carried out for all newty appointed Directors to the Board. Workshops for Directors are also organised with external stakeholders. The Board has formally constituted (4) sub committees namely: 1. Audit & Risk Sub-committee; 2. Investment & Strategy Sub-Committee 3. Board Nomination & Remuneration Sub- Committee 4. People & Leadership Sub-Committee
3. Appointment of Chief Executive Officer/Managing Director	Group Chief Executive Officer: To appoint a suitably qualified and competent Chief Executive Officer/ Managing Director.	The appointment of 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 Group CEO shall be at the discretion of the HR Committee in consultation with the Board. The total remuneration package for the Group CEO should be the final decision of the Board. The remuneration has been structured to reward corporations and individual organizations.
4. Appointment of a Board Company and Secretary	Company Secretary: The 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 Board Secretary.
5. Timely balanced and 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 are to be made in a timely manner. The disclosures should be factual without omitting material information and should be expressed in a clear and objective manner to shareholders.	Disclosures made as per SPX Listing Rules. The Board currently, comprises of 8 Directors of which 3 are Independent Directors. Disclosures made as per SPX Listing Rules. Disclosures made as 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.	A Code Of Conduct for Directors arxi Senior Management and employees are in place. 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 mernbers of the senior management team) are disclosed and formally recorded
8. Respect the rights of shareholders	Communication with shareholders: To design a communication strategy to promote effective communication with shareholders and encourage their participation. Examples: Communication through Annual Reports, Annual General Meetings, or any other of ekctronk communication. Website: To create and maintain a Website of the listed entity to communicate effectüetv With shareholders and other stakeholders. All matters of importance are to be updated regularly on the Website. Grievance Redressal Mechanism: To establish a Grievance Redressal Mechanism for Shareholders to address shareholder’s complaints and grievances. 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 minimizing negative social, economic, impacts. and environmental	The Shareholder Communication Policy of the Company encourages and promotes effective communication with shareholders and effective participation at General Meetings. FHL frequently examines how best to take advantage of technology to enhance shareholder’s communications and how to use General Meetings to enhance two-way communication. FHL maintains an up-to-date website to compliment the official release of information to the market FHL also conducts a half-day training session for all shareholders on the day Of the Annual General Meeting. This training program is conducted by internal and external experts on various business topics; including the performance of all FHL subsidiaries and related investments. The Website www.fiiianholdings.com.fi is in place and reviewed annually. 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 requirernents. There were none received from the Shareholders during the year. 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.
9. Accountability and audit	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 Board.	There is an Internal Audit Division in place and reports directly to the Audit & Risk Committee. The Audit & Risk Committee has overall responsibility to assist the Board, through a systematic and disciplined approach, with its responsibilities in the oversight and effective management of all risk management, audit and compliance activities of the company. External Auditors are appointed by the Shareholders at the AGM and report to the Audit & Risk Committee. An external auditor is appointed annually during its Annual General Meeting. The Audit Committee comprises of five members of which four 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 defines the roles and responsibilities of the Board, Audit committee, management and internal audit function. Whistle Blower Policy: management As part of risk 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. [Refer Rule 68 of the Listing Rules].	Every member of the FHL continuously manages risk which includes the identification of all potential risks. However, specific risk management responsibilities are allocated to the FHL management team to ensure the Risk Management Policy is effectively implemented, maintained and monitored at all levels of the organization including: Board of Directors Audit & Risk Committee Group Chief Executive Officer Group Chief Financial Officer Group Manager Audit, Risk & Compliance Executive Management Employees & Contractors Details of specific risk management responsibilities for these Directors, Officers and Committees nominated above. Effective implementation and application of risk management initiatives, systems and plans is a responsibility of all FHL staff. FHL staff are also to communicate our Risk Management Policy and supporting systems to all of our stakeholders. obligated A policy is in place to address unethical behaviour, actual dishonesty, fraudulent. corrupt or illegal behaviour; accountirw or internal control matters. The policy is reviewed and updated annually.