Role of the Board
The role of the Board is to set corporate strategies and strategic direction to enhance shareholder’s value. Decisions made by the Board should safeguard the interests of the shareholders by overseeing Management and regularly assessing controls and accountability systems. The Board is also responsible for establishing the organization’s strategic goals, monitoring organisational performance and evaluating the achievement of the strategic and business plans.
During the financial year ending December 31st 2018 the Board of Communications Fiji Ltd undertook a significant review of board policies and procedures resulting in the adoption of a Board Charter in early 2019. Two board subcommittees, Audit, Risk & Compliance and Remuneration & Human Resources, were also established as part of good corporate governance and best practice. Additionally, the Board adopted policies and procedures on whistle blowing, shareholder grievances and the preservation of documents.
The CFL Board comprises of six directors, two of which are independent and four representing significant shareholders. All Directors are qualified individuals with wide experience in the media industry and the commercial sector. Appointments are based on qualification, skill, experience, knowledge and integrity of the individual. All appointments and removal of directors are confirmed at the Annual General Meeting.
Following the retirement of long-time Chairman and independent director Mr. Matthew Wilson, founding shareholder Mr. William Parkinson was appointed Chair and Ms. Josephine Yee Joy was appointed as the second independent director. She now chairs the Audit, Risk & Compliance sub-committee
The Remuneration & Human Resources sub-committee is chaired by independent director Ms. Thelma Savua.
Board of PNG FM LTD
The Board of CFL appointed Peter Aitsi as independent Chairman of 100% subsidiary PNG FM Ltd in 2018. Peter Aitsi was appointed based on his long association with PNG FM as a founding executive in 1994, later General Manager and his extensive corporate experience. In 2019 the board appointed as an additional independent board member Sundar Ramamurthy . Sundar brings to the board a wealth of experience as a long time entrepreneur in the PNG market and as a pioneer of the IT industry in PNG.
Representing the parent company on the PNG FM Board are William Parkinson as Director and Pramesh Sharma.Rosemary Botong who is currently PNG FM’s Director of Sales fills the role of Company Secretary.
The Board meets quarterly and management of PNG FM Ltd is supported by Chief Financial Officer, Jyoti Khatri who answers directly to this board. The parent company (CFL) Board is kept informed via minutes of these meetings and reports from Fiji Directors.
Board meeting discussions revolve around capital projects, financial performance and comparisons to budgets, editorial and operational matters, compliance with corporate governance requirements, management reports and the financial results of its subsidiaries and associates.
Board sub committees now play a critical role and meet at least twice per annum.
Responsibilities of the Board
Each year the Board goes through the process of assessing the company’s strategic plan, performance targets, business objectives and internal control policies. All matters relating to corporate governance are handled by the Board collectively.
The Finance department is responsible for producing financial information, monitoring external audits, reviewing half year and annual financial statements and monitoring company’s compliance with the Stock Exchange and other requirements by external bodies. The Board is informed on these matters regularly by management and approval is sought at Board meetings or by way of flying minutes if the matter is urgent
At the end of 2018, Ian Jackson, General Manager Fiji, retired from his position after 23 years of service. Whilst the Board had a transition and succession plan in place for this important role, this announcement came earlier than expected. Given this critical position, the Board decided that it would be prudent to appoint William Parkinson as Executive Chairman for an interim period until such time that a suitable General Manager is recruited. William Parkinson will also continue in his current role as Executive Director PNG FM Ltd for 2019. He has now stepped down from this executive role and a General Manager will be appointed shortly taking up the post in April 2020. In the meantime Fiji operations are being run by an Executive Committee comprising Jyoti Khatri, Doris Southwick, Satya Nand and Vijay Narayan.
Board and Company Secretary
In recognition of the increasing demands arising from corporate governance, a review was undertaken during the year and the Board took the decision to contract Siwatibau and Sloan, solicitors, to provide company secretarial services. They in turn nominated Ms. Seini Tinaikoro who was appointed Company Secretary in January 2019.
Timely and Balanced Disclosures
Board meetings are held on a quarterly basis where the company’s performance, strategies and operating results are discussed. Major decisions are deliberated and approved by the Board.
Board sub-committee meetings are currently scheduled for twice per annum from 2019. These meetings are timed to preview budgets and the annual financial report
All the required material information is released periodically to the public through market announcements, as required under the rules of the South Pacific Stock Exchange. In between meetings, the Board is kept informed by management on all the relevant matters transacting during the period
Promote ethical and responsible decision-making
The Board realizes that no organization can flourish if there is an absence of ethical and responsible decision making. Therefore, the Board has placed strong emphasis on encouraging management to engage in discussions and training that would foster improved ethical and responsible decision making.
Register of Interest
The declarations of interests of directors are noted during Board meetings, as and when a situation arises.
Respect the rights of shareholders
The shareholders of CFL are well informed through market announcements, media briefings and the Annual General Meeting. The Company also has an official website cfl.com.fj which is updated on a regular basis.
Accountability and Audit
Each subsidiary is audited annually by an external auditor and an Independent audit report is presented to the Board. This report also forms part of the Annual Report. External auditors are appointed every year by shareholders in the Annual General Meeting.
Though, the Company does not have an internal audit team, special projects relating to Audit are performed by the Finance team and reports are presented to Management and the Board
The establishment of the Board Audit, Risk & Compliance sub-committee in 2019 will enhance the oversight role in the internal controls process.
Recognise and manage risk
The Board Audit, Risk & Compliance sub-committee will strengthen risk management initiatives already in place. Both Fiji and Papua New Guinean operations have internal risk management committees in place that report directly to the Executive Chairman and GM PNG and ultimately to their respective Boards.