The Board of Directors is responsible for setting the strategic direction of Communications Fiji Limited (CFL), with a focus on driving sustainable growth and enhancing long-term shareholder value. Through effective oversight of Management, the Board safeguards shareholders’ interests by maintaining strong governance practices, accountability and internal control systems. It also establishes the Company’s strategic objectives, monitors organisational performance and evaluates progress against approved business plans.

In 2018, as part of its ongoing commitment to good corporate governance, the Board undertook a comprehensive review of its policies and procedures. This review led to the formal adoption of a Board Charter in early 2019, providing a structured framework for the Board’s roles, responsibilities and decision-making processes.

To further strengthen governance and oversight, the Board established two subcommittees: the Audit, Risk & Compliance Committee and the Human Resources Committee. Additional policies and procedures addressing whistleblowing, shareholder grievances and document retention were also introduced, reinforcing the Company’s commitment to transparency, accountability, ethical conduct and sound corporate governance practices.

The Board of Communications Fiji Limited (CFL) comprises six Directors, including two Independent Directors and four representatives of significant shareholders. Collectively, the Directors bring extensive knowledge, expertise and experience across the media industry and broader commercial sector, providing a strong foundation for effective governance and strategic leadership.

Board appointments are guided by individual qualifications, skills, professional experience, industry knowledge and integrity, ensuring a diverse and balanced range of competencies. All appointments and removals of Directors are subject to confirmation by shareholders at the Company’s Annual General Meeting.

Following the retirement of long-serving Chairman and Independent Director, Matthew Wilson in 2018, founding shareholder, William Parkinson, was appointed Chairman, a position he continues to hold to date.

The Board is further supported by two subcommittees, with the Audit, Risk & Compliance Committee chaired by Abigail Chang and the Human Resources Committee chaired by Rajesh Patel. These committees provide dedicated oversight of key governance functions, supporting the Board in fulfilling its responsibilities and maintaining effective corporate governance practices.

In 2018, the Board of Communications Fiji Limited (CFL) appointed Peter Aitsi as Independent Chairman of PNG FM Limited, its wholly owned subsidiary in Papua New Guinea. His appointment recognised his longstanding association with PNG FM, having served as a founding executive in 1994 and subsequently as General Manager, alongside his extensive corporate leadership experience.

In 2019, the Board further strengthened its governance structure with the appointment of Sundar Ramamurthy as an additional Independent Director. A longstanding entrepreneur and pioneer of Papua New Guinea’s information technology industry, Sundar brings valuable business expertise, industry knowledge and strategic insight to the Board.

Representing the parent company on the PNG FM Board are William Parkinson and Pramesh Sharma, both serving as Directors. Esther Vele, PNG FM’s Operations Manager, also serves as Board Secretary.

The PNG FM Board meets quarterly to provide strategic oversight, review operational performance and ensure effective corporate governance. The Board is supported by Chief Financial Officer Jyoti Khatri, who reports directly to the PNG FM Board.

The CFL Board maintains oversight of its subsidiary through regular reporting, including minutes of PNG FM Board meetings and updates provided by the Fiji-based Directors. This ensures transparency, accountability and alignment with the Group’s broader strategic objectives.

Board meetings provide a forum for reviewing and discussing key aspects of the Company’s operations, including capital projects, financial performance against approved budgets, editorial and operational matters, corporate governance and regulatory compliance, management reports, and the financial performance of subsidiaries and associated companies.

Board subcommittees play an integral role in strengthening governance and oversight, meeting at least twice annually to review matters within their respective areas of responsibility and provide recommendations to 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

In 2018, as part of its leadership transition and succession planning, the Board appointed William Parkinson as Interim Executive Chairman to provide strategic oversight and ensure operational continuity following the departure of long-serving General Manager Ian Jackson. During this period, he also continued to serve as Executive Director of PNG FM Limited.

William Parkinson subsequently relinquished his executive responsibilities following the appointment of Charles Taylor as General Manager in 2020, marking the completion of the leadership transition.

In response to the increasing demands of corporate governance and regulatory compliance, the Board undertook a review of its company secretarial requirements. Following this review, the Board engaged the legal firm Siwatibau and Sloan to provide company secretarial services. The firm subsequently nominated Ms Seini Tinaikoro, who was formally appointed Company Secretary in January 2019.

The Board meets quarterly to review the Company’s performance, strategic priorities and operational results. These meetings provide an opportunity to assess progress against business objectives, discuss key developments and deliberate on major decisions requiring Board approval.

Board subcommittees meet twice annually, with meetings scheduled to coincide with key financial reporting and planning activities, including the review of budgets and the annual financial report. These committees provide additional oversight and support the Board in fulfilling its governance responsibilities.

In accordance with the listing requirements of the South Pacific Stock Exchange (SPX), the Company ensures that all material information is disclosed to the public through timely market announcements, promoting transparency and accountability to shareholders and stakeholders.

Between scheduled Board meetings, Management provides regular updates on significant operational, financial and corporate matters, ensuring Directors remain informed of key developments affecting the Company.

The Board recognises that ethical conduct and responsible decision-making are fundamental to the long-term success and sustainability of the Company. Accordingly, it places strong emphasis on fostering a culture of integrity, accountability and transparency by encouraging Management to engage in ongoing discussions, training and professional development initiatives that promote sound ethical judgement and responsible business practices.

Directors are required to declare any actual or potential conflicts of interest as they arise, with such declarations formally recorded during Board meetings to ensure transparency, accountability and integrity in the decision-making process.

Communications Fiji Limited is committed to maintaining open and transparent communication with its shareholders, ensuring they remain informed of the Company’s performance, activities and key developments through regular market announcements, media briefings and the Annual General Meeting.

Each subsidiary of Communications Fiji Limited undergoes an annual independent external audit, with the audit findings and reports presented to the Board. The independent auditor’s report is also incorporated into the Company’s Annual Report, reinforcing transparency, accountability and integrity in financial reporting. External auditors are appointed annually by shareholders at the Annual General Meeting.

While the Company does not maintain a dedicated internal audit function, the Finance team undertakes specific audit-related reviews and projects, with findings and recommendations presented to Management and the Board to support effective financial oversight and internal controls.

The establishment of the Board’s Audit, Risk & Compliance Subcommittee further strengthened the Company’s corporate governance framework by enhancing oversight of internal controls, risk management and regulatory compliance, supporting sound financial management and accountability across the Group.

The Board’s Audit, Risk & Compliance Subcommittee plays a key role in strengthening the Company’s risk management framework and enhancing oversight of potential risks across the Group.

Both the Fiji and Papua New Guinea operations have established internal risk management committees responsible for identifying, assessing and managing operational risks. These committees report directly to the Executive Chairman in Fiji and the General Manager in Papua New Guinea, respectively, with ultimate oversight provided by their respective Boards to ensure effective risk management, accountability and sound corporate governance practices.