Statement of Corporate Governance

The Board of Airports Fiji Limited is responsible for establishing, implementing and monitoring policies and processes relating to the principles of corporate governance to ensure the Board''s compliance with its fiduciary and statutory duties to the Company and its stakeholders, in accordance with applicable laws and regulations of the Public Enterprise Act, and other relevant legislation as applicable in the Fiji Islands.

The directors of the company are committed to embracing good governance policies, practices and procedures.

Role of the Board

It is the Board''s responsibility to chart the company''s strategic direction, objective setting, policy guidelines and management goals, and to monitor the achievement of these.

The Board also reviews the company''s Business Plan, Corporate Plan, Statement of Corporate Intent and Industrial Relations Plan, and approves Operating and Capital Budgets each year. It also reviews matters of a major or unusual nature that are not in the ordinary course of business.

Composition of the Board

As per the articles of the company the number of directors should not exceed seven, unless otherwise specified by the Minister for Public Enterprises.

Duties of the Directors

The role of the directors is defined in sections 32 and 57 of the Public Enterprise Act. A key responsibility of the directors is to achieve the principal objective of the Government Commercial Company as stipulated in section 43 of the said Act.

Section 43 states that:

a) The principal objective of every Government Commercial Company (GCC) is to operate as a successful business and, to this end, to be as profitable and efficient as comparable businesses that are not owned by the State.

b) The principal objective of every Government Commercial Company is to be achieved through the application of the key principles of public enterprise reform and their elements.

c) Board members are also bound by section 6.13 of the articles of the company and the individual terms of their respective contract letters.

Statutory Duties of the Board

In addition to the above, the directors of the Board of AFL have collectively and indivividually agreed on the fulfillment of the following duties towards the company:

1. To exercise the care and diligence of a reasonable person;

2. To exercise their power and discharge their duties in good faith and for a proper purpose;

3. To refrain from improper use of position for personal gain;

4. To refrain from use of inside information for personal gain.

Fiduciary Duties of Directors

A fiduciary relationship imposes an obligation of utmost good faith on the diectors of putting the interests of the company first. The AFL directors have pledged to uphold this principle at all times.

The fiduciary duties of the directors will have the following four dimensions:

1. To act in good faith in the best interests of the company;

2. To exercise powers for a proper purpose;

3. To retain discretion;

4. To avoid conflict of interest.

Board Meetings

Minimum of 12 meetings a year, or as convened by directors.

Committees

Board subcommittees are responsible for deliberating detailed issues and making suitable recommendations to the Board.

a). Finance and Audit subcommittee

i) Meets monthly

ii) Is governed by a Finance and Audit charter

Chairperson - Greg Lawlor

b) Commercial Subcommittee

i) Meets monthly

Chairperson - Rick Rickman

c) Human Resources Subcommittee

i) Meets monthly

Chairperson - Rick Rickman

d) Physical Resources Subcommittee

i) Meets monthly

Chairperson - Samuela Tamani

The Board Of Directors comprise the following:

Samuela Tamani  –     Director

Pio Tikoduadua     –    Director

Greg Lawlor           –    Director