ROLE OF THE BOARD
The Board of Directors (“Board”) is elected by the Shareholders to oversee the management of the Company and to direct performance in the best interest of the Company and its Shareholders. The focus of the Board is to create long term shareholder value with due regard to interest of other stakeholders and ensuring the Company is managed in accordance with best practice and high level of Corporate Governance.
The principle responsibilities of the Board are to:
- Establish the Company’s objectives and review the major strategies for achieving these objectives;
- Establish an overall policy framework within which the Company conducts its business;
- Review the Company’s performance including approval of and monitoring against budget;
- Ensure that Company financial statements are prepared and presented to give a true and fair view of the Company’s financial position, financial performance and cash flows;
- Review performance of senior executives against approved objectives and key performance indicators;
- Ensure effective policies and procedures are in place to safeguard the integrity of the Company’s financial reporting;
- Ensure that any significant risks facing the Company are identified and that appropriate risk management programs are in place to control and report on these risks;
- Ensure that the Company operates in accordance with laws, regulations, rules, professional standards and contractual obligations;
- Report to Shareholders and other key stakeholders;
- Appointment of Board Subcommittees;
- Appointment of the Chief Executive Officer position.
The Board has put in place a Board Charter that specifies the powers and responsibilities of the Board. As per this Charter, the Board shall consist of no fewer than 6 members of which 1/3 of the members shall be Independent Directors as defined in the South Pacific Stock Exchange rules and regulations. A minimum of four Directors Meetings must be held every year and the quorum for the meeting is four members, out of which one member must be an Independent Director.
The Charter provides that the Board will undertake self-assessment and review of the performance of the Chairman and individual Directors and Board Subcommittees.
CODE OF CONDUCT AND ETHICS FOR THE BOARD
The Board has put in place a Code of Conduct and Ethics for the Board to promote high ethical standards, professionalism, accountability and responsible decision making in the conduct of affairs of the Company.
The Company’s Articles of Association sets out the rules on the appointment and removal of Directors. The Articles specify the Company should have a minimum of 3 Directors although the Board Charter adopted by the Board, specifies a minimum of 6 Directors. The SPX rules and regulations specify that 1/3 of the Directors shall be Independent Directors. Currently the Board consists of 9 Directors. 5 Directors are Founder Shareholder Directors, 3 Directors are Independent Directors and 1 Director nominated by the significant shareholder Fiji National Provident Fund.
Under the Articles of Association, 1/3 of the Directors must retire by rotation at the Annual General Meeting each year, but if eligible, may offer themselves for reelection.
The Board has constituted and put in place 3 Subcommittees to provide specific input and guidance in particular areas of Corporate Governance.
- Nominating and Governance Committee (NGC)
- Audit, Finance and Risk Committee (AFRC)
- Remuneration and Human Resource Committee (RHRC)
The Committees operate under specific Charters put in place by the Board. In order to fulfill its responsibilities, each Committee is empowered to seek any information it requires from employees and to obtain such independent legal or other professional advise it may deem necessary.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
The Committee consists of 7 members of the board. The committee is to meet as and when required but at least once every year, and the quorum at a meeting must be at least 3 members. The principal responsibilities of the Committee include – guiding the Board on Corporate Governance, advising on the size, composition and structure of the Board and Subcommittees, nomination and orientation of Directors, assessing the effectiveness of the Board Subcommittees, recommending fees to be paid to Directors and Chairman and recommending appointment of CEO position and terms of remuneration. The proceedings of the Committee are reported to the Board.
AUDIT, FINANCE AND RISK COMMITTEE CHARTER
The Committee comprise of 5 Directors, majority of whom shall be Independent Directors. The Committee meets at a minimum of four times every year and a quorum at the meeting must be 2 members. The primary responsibilities of the Committee are overseeing the integrity of the Company’s financial statements, financial reporting processes, financial statement audits, compliance to legal and regulatory requirements, internal controls, risk management processes, internal audit and managing the relationship with the external auditors. The proceedings of the Committee are reported to the Board.
REMUNERATION AND HUMAN RESOURCE COMMITTEE CHARTER
The Committee comprise of 6 members of the Board. The Committee meets as and when required but at least once every year and the quorum at a meeting must be 2 members.
The primary responsibilities of the Committee are overseeing appropriate human resource policies and practices, establishment of policies and programs to attract, retain and motivate key employees, professional development of Senior Executives, overseeing compensation plans for the Chief Executive Officer and senior executive positions. The proceedings of the Committee are reported to the Board.
The Board has put in place a Shareholder Charter which underpins the approach of the Board in serving the interest of the Shareholders.
The principles in the Charter comprise of delivering long term returns and values to Shareholders, good Corporate Governance, maintaining clear and open communication with Shareholders and the market, facilitating constructive Shareholder meetings and ethical and responsible decision making.
Pursuant to rule 60 of the SPX Listing Rules the Shareholder Charter includes Grievance Redressal Mechanism which outlines the approach to expeditiously handling and satisfactorily resolving all shareholder grievances.
REGISTER OF INTEREST
The Board has put in place a Register of Interest Policy for Directors. Under this policy the Directors are required to disclose any interest they may have in matters relating to the affairs of the Company. All interests declared are maintained in a Register of Interest & Conflict.
COMMUNICATIONS AND PUBLIC DISCLOSURES
The Board has put in place a Communication and Public Disclosure Policy. This is to ensure effective communication to the Company’s Shareholders and the market. The Policy is to ensure key financial and material information is communicated to the market in a clear and timely manner. The Policy specifies information that needs to be classified as material and procedures for release of information to the market. Media relations and communications are the responsibility of the Chairman and the Chief Executive Officer. No information is to be released to the Market/ SPX without prior approval from the Chairman or the Deputy Chairman.
TRADE UNIONS AND COLLECTIVE BARGAINING POLICY
With guidance from the cornerstone shareholder International Finance Corporation, the Board put in place a Trade Unions and Collective Bargaining Policy. This policy protects the rights of employees to join a Trade Union and engage in collective bargaining on matters of interest and concern to employees. This Policy also ensures the Company comply in good faith to provisions in any Collective Agreement with a Trade Union representing Company Employees.
PREVENTION OF INSIDER TRADING
The Board has put in place a Prevention of Insider Trading Policy. The purpose of the policy is intended to prevent both intentional and unintentional acts of prohibited insider trading, maintenance of confidentiality of price sensitive information relating to the listed security and promote compliance to Reserve Bank of Fiji Capital Markets Supervision
Policy Statement No.10
DOCUMENT RETENTION POLICY
Pursuant to section 386 (2) of the Companies Act 2015 and rule 59 of the SPX Listing Rules, the Board has put in place a Document Retention Policy for the purpose of strengthening the Company’s compliance with respect to the preservation of documents either permanently or with preservation period under statutory requirements.
The Board has put in place an Enterprise Risk Management Framework to identify and manage the risks the Company faces in the operating environment. These risks include:
- Financial risks: This relates to the balance sheet structure, income statement (profitability) structure, credit risk, liquidity, market risks and foreign exchange risk;
- Operational risks: This relates to internal fraud, external fraud, employment practices and OHS issues, innovation of products and business services, damage to physical assets, business operation, process management risk, duty of care, Innovation & Technology;
- Business risks: This relates to risk in financial infrastructure, legal liability, regulatory compliance, competition, reputational and fiduciary risk, governance, and Strategic risk;
- Event risks: This relates to political risks, contagion, banking crisis and other exogenous factors;
- Environmental risks: This relates to the threats that the Company and its Subsidiary may pose to the environment such as improper waste disposal, vehicle exhaust fumes emission, improper use and storage of ozone depleting substances, spillage of toxic substances and pollution;
- Technology risks: This relates to disruption to computer systems and networks and Cyber attacks.
RISK APPETITE STATEMENT
The Board has put in place a Risk Appetite Statement (RAS) to serve as a guide for conduct of the Company’s operations and investment activities. Through careful evaluation of the affects of risks on the Company’s ability in achieving its strategic goals, the RAS is designed to articulate the level and the type of risks the Company will accept while conducting its operations.
The Company has in place a Key Enterprise Risk Register. The Company has also put in place Risk Registers for each key functional areas and locations to identify risks, assign risk ratings and to identify mitigating measures to manage the risks. The Risk Registers are under constant review with formal reviews every quarter by the management and by
the Audit, Finance and Risk Committee.
The Company has in place an internal audit function and separate department. The internal audit function reports to the Audit, Finance and Risk Committee. Each year the internal audit program based on a 3 year rolling plan, is approved by the Committee. The programme of audits considers the most significant areas of business risk and is developed following discussions with senior management and the review of the business processes and findings of the strategic risk assessment.
The role of the internal audit is to:
- Assess the effectiveness of operational and accounting internal controls
- Provide the Board an independent assessment of the Company’s internal controls, business processes and operating risks
- Assist the Board in meeting its Corporate
- Governance and regulatory responsibilities