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BOARD OF DIRECTORSDARYL TARTE Chairman, MFA Fiji citizen and Member of the Order of Fiji, Daryl has worked in executive, advisory andgovernance roles over many years. He joined the sugar industry in 1968 and served as theSecretary of the Sugar Board & Advisory Council, then as Executive Vice Chairman. Other roles inthe industry include being the first Industrial Commissioner of the Sugar Industry Tribunal.Daryl previously chaired the Capital Markets Development Authority, Kontiki Growth Fund andMIOT Private Hospitals, and was the director of Air Terminal Services and Namale PlantationResort. He was the long-serving Manager of the Sugar Cane Growers Fund Authority and recentlyretired as a director of Telecom Fiji.Daryl is also an author, having written several successful novels as well as the Biography of RatuSir Penaia Ganilau and has been Hon. Consul for Federal Republic of Germany for 15 years.Daryl is an Independent Director of KFL.GLEN CRAIG Director, MAICDGlen is a Vanuatu citizen. He is the Managing Partner of the specialist South Pacific corporateadvisory firm, Pacific Advisory. He is a Licensed Securities Dealer and holds a CSP Licence from theVanuatu Securities Commission.Glen has on extensive private sector background in Climate Finance, Policy Development,Tourism, Agriculture and Property Industry with practical hands on knowledge of the intricaciesof doing business in a Pacific context. He offers a broad range of advisory and strategic servicesto Governments, Financial Institutions, Corporates, Regional Agencies, and Institutional Investors.Glen has resided in Vanuatu for 16 years and sits on numerous Private and Public Boards andCommittees including the current Chairperson of the Vanuatu Business Resilience Council and onthe Board of the Vanuatu Surfing Association. Glen is passionate about driving development in theSouth Pacific through direct Investment in sustainable industries.LITIA NIUMATAIWALU Director, MCom, BBus, DipBankLitia is a Fiji citizen, with over 18 years of experience in the banking and finance sector in Fiji.Since leaving the banking industry, she has been holding advisory roles with various non-profitableorganisations both in Fiji and the Region whilst also managing family inter-related businessesLitia graduated with a Master of Commerce (Banking & Finance) from the University of Sydneyand Bachelor of Business (Banking & Finance) from the University of South Australia. She alsocompleted a Diploma in Banking from the University of the South Pacific in Fiji.GRIFFON EMOSE Director, BCom, Grad Dip App Fin & Inv., CFALitia is an Independent Director of KFL.A Fiji citizen, Griffon is the Managing Director of Kontiki Capital. He was previously the ManagerPublic Awareness & Investor Education at the Capital Markets Development Authority and aneconomist at the Ministry of Finance where he served with the Economic Policy Analysis Unit andthe Financial Management Reform Project. He is licensed by the RBF as an Investment AdviserRepresentative and serves on several other boards.Past directorships include for the South Pacific Stock Exchange and Pleass Global. Griffongraduated with a Bachelor of Commerce from the University of Auckland, New Zealand andcompleted the Graduate Diploma in Applied Finance & Investment through the Securities Instituteof Australia (now the Financial Services Institute of Australasia). He is a member of the CFA Instituteand earned the CFA Charter in 2005.BARRY WHITESIDE Director, CF, MA, BA, FAICDA Fiji citizen, Barry served as Governor of the Reserve Bank of Fiji from May 2011 to May 2017and prior to that as Deputy Governor from October 2009. He has a career spanning just over 40years across all core areas of the Central Bank including Economics/Research, Financial Markets,Financial Institutions Supervision and Currency and Corporate Services.As Governor, he was a member of the National Anti-Money Laundering Council, National MSMETaskforce and Fiji Institute of Bankers Council. He chaired several key external and internalcommittees including the Macroeconomic Policy Committee, National Capital Markets Taskforce,National Financial Inclusion Taskforce, National Secured Transactions Taskforce, the RBF Board,and various policy committees of the Reserve Bank including Financial Systems Development,Financial Institutions, Financial Markets, Currency & Corporate Services and Economics.Barry graduated with a Bachelor of Arts (Economics/Administration) from the University ofthe South Pacific and a Master of Arts (Economics) from Simon Fraser University in Vancouver,Canada. He is a Fellow of the Australian Institute of Company Directors.He currently serves as a Director with the Pacific Catastrophe Risk Insurance Company, TowerInsurance (Fiji) Ltd, South Pacific Insurance Company (Fiji) Ltd and as a Director/Trustee of the JPBayly Trust.Barry is an Independent Director of KFL.14CECIL BROWNE DirectorA Fiji citizen, Cecil has had a career spanning 47 years in the Banking industry with more than halfof them in executive roles.He retired as Bank of the South Pacific Fiji GM Corporate in November 2019 where he worked for10 years. At BSP he held various positions including GM Retail Banking, GM Corporate CommercialSME and Treasury, GM Corporate and International and GM Corporate and Treasury.Prior to working at BSP he worked at ANZ Banking Group Ltd for 25 years, rising in the ranks fromBranch Manager to Deputy GM ANZ Fiji and Head of Corporate Banking.Cecil is an Independent Director of KFL.CHIRK YAM Director, BCom, CA (ANZ), CA (Fiji), MAICDA Fiji citizen, Chirk is a graduate of the University of Auckland. His career spanned 37 years in theChartered Accountancy profession commencing in PricewaterhouseCooper’s predecessor firm ofCoopers & Lybrand in Auckland, New Zealand before transferring to Fiji. He retired as a SeniorPartner of PricewaterhouseCoopers in December 2015.Over his career he has overseen liquidations, receiverships, IPOs, business start-ups and insuranceclaims, while providing consultancy advice on mergers & acquisitions to a broad cross section ofclients in the retail, manufacturing and financial sectors of the economy. He was one of the initialrepresentatives licensed by the RBF as an Investment Adviser. Chirks’s other areas of expertise isin audit and taxation.Chirk is an Independent Director of KFL.15

SENIOR MANAGEMENT TEAMGregory CathcartDavid OliverPhillip LaceyGroup Chief Financial Officer,Head of Treasury, Head of Risk.BA (Hons) Econ, Grad Dip App Fin &Inv.,F Fin, FRMGroup Head of Products andDistributionGreg is a Fiji citizen with over 40 years’experience as a finance executivein several geographies includingAustralia, New Zealand, Fiji, PapuaNew Guinea, Indonesia, Kuwait,and Bahrain. He has a record ofsuccessfully delivering performanceoutcomes, onboarding and managinglarge multi-partnered deals, launchingand managing retail deposit andloan products, and negotiating andmanaging wholesale funding facilities.David is a Fiji citizen with 30 years ofinvestment banking experience inNew Zealand, Fiji, and the Pacific. Heis highly experienced in financial riskmanagement, evaluating businessfeasibility, acquisition, divestiture,valuation,duediligenceandfinancing transactions.A New Zealand citizen, Philliphas over 32 years of financialservices experience, specialising inrelationship-managed sales in directand intermediary channels. He waspreviously General Manager of NYSElisted GE Capital’s NZ Mortgagebusiness and ran credit, collections andloss-recoveries functions for PacificRetail Finance. He also served as Headof Collections for AGC Finance (ownedby Westpac Bank) managing a humanresource of 60 employees.Group Chief Executive Officer,Head of Credit Dip Bus (Finance),F FinGreg has previously held senior andexecutive positions with listed entitiesand major corporates abroad. Theseinclude Executive Director and ChiefExecutive Officer of Pacific RetailFinance Group (division of NZXlisted PRG, later sold to NYSE-listedGE), Head of Business Development& Support at Australian GuaranteeCorporation (division of ASX-listedWestpac) and Group Credit Managerat NZX-listed Fisher & Paykel Finance(later sold to ASX-listed FXL).Greg has a Post Graduate Diploma inBusiness with a Finance major fromthe Business School at AucklandUniversity, New Zealand and is aFellow of the Financial ServicesInstitute of Australasia (FINSIA).He was elected Chairman of theFinanceCompaniesAssociation,the professional industry body forLicensed Credit Institutions in Fiji,in 2016 and again in 2020. He alsoserved previously on the Accounting,Law and Finance Committee at Unitecin Auckland, New Zealand for sevenyears until 2006.16David was previously Manager,Corporate Advisory at MacquarieBank in New Zealand. Prior to that,he managed the Department ofPublic Enterprises in Fiji, wherehe oversaw the development andimplementation of Fiji’s publicenterprisereformprogramme.He has extensive experience as abusiness and economic analyst,having previously filled this role atTelecom New Zealand, New ZealandTreasury and Shell Oil (NZ).David holds a Bachelor of Arts (FirstClass Honours) in Economics fromVictoria University of Wellington,New Zealand and is a Fellow ofthe Financial Services Instituteof Australasia (FINSIA), havingcompleted the Graduate Diploma inApplied Finance & Investment. He isa member of the Global Associationof Risk Professionals (GARP) andis certified with the Financial RiskManager (FRM) designation. He islicensed by the RBF as an llip assisted with establishingSimply Insurance for Pacific RetailFinance, which achieved a maidenNPBT of NZ 8.9m in its first full year ofoperations. At PRF, he conducted riskanalysis of Direct Channel productsand processes and detailed processapproval of all distribution collateralincluding TV campaigns, radio, directmail and print media. He also ran andowned a three-branch Wizard HomeLoans franchise, writing loans ofNZ 96m and won Wizard Home Loansperformance awards in multiple years.17

AUDIT & RISK COMMITTEEThe Audit and Risk Committee assiststhe Board of Directors in fulfilling itsresponsibilitytoensurethatmanagement achieves organisationalobjectives by providing independentoversight of KFL’s internal controlsand operations.Responsibilities of the Committeeinclude but are not limited to: Providing oversight of the internaland external auditors. Reviewing Internal, External andRegulatory Audit and OnsiteReports. Ensuring that Senior Managementaddresses control weaknesses and other compliance issuesidentified by auditors, in a timelymanner.Reviewing Risk Managementstrategies, Risk Appetite and RiskTolerance levels of KFL.Reviewingandassessingthe adequacy of KFL’s RiskManagement Framework andpolicies and the extent to whichthese are operating effectively.Ensuringtheappropriateinfrastructure, resources andsystems are in place for riskmanagement.Reviewing key risk managementand compliance reports.The Committee, which is chaired byan Independent Director, consistsof three Directors, however otherDirectors are invited to sit in duringmeetings if they wish. The Committeemeets quarterly and more frequentlyas needed.REMUNERATION &NOMINATIONS COMMITTEEAt every Board Meeting, theCommittee Chairman provides otherBoard members a brief update ofthe Committee’s Meetings, mattersrequiring the attention of the Boardand any recommendations requiringBoard approval.The RENOM Committee assists theBoard in discharging its responsibilityfor the design and operation of KFL’sremuneration system. The Committeealsoreviewsthenomination,selection and remuneration of theCEO, Senior Management, Heads ofControl Functions and any materialrisk-taker of KFL. Responsibilities of the Committeeinclude but are not limited to: 18Assisting the Board in dischargingits responsibility for the designand operation of KFL’sremuneration system. Making recommendations tothe Board in respect of theremuneration package for KFL’sSenior Management, Heads ofControl Functions, and any othermaterial risk takers.Identifying and recommending tothe Board, any individuals suitablyqualified to become BoardDirectors, Senior Management,Head of Control Functions andCompanySecretary.Making recommendations to theBoard on the appointment or reappointment ofDirectors.Undertaking succession planningfor the Board and the SeniorManagement. Regularly reviewing the efficiencyandeffectivenessofthefunctioning of the Board.The Committee led by a Chair otherthan the Board Chairman, consistsof three Members. The Committeemeet at least twice a year and morefrequently as needed.At every Board Meeting, theCommittee Chairman provides otherBoard members a brief update ofthe Committee’s Meetings, mattersrequiring the attention of the Boardand any recommendations requiringBoard approval.19

CORPORATEGOVERNANCE STATEMENTKFL is committed to developing andmaintaining corporate governancepolicies that are consistent withindustry best-practice. To this end,the Company supports the ReserveBank of Fiji’s Corporate GovernanceCode for the Capital Markets. TheCode’s principles, and how these areimplemented within KFL, are detailedbelow.Principle 1 - Establish ClearResponsibilities for BoardOversightTheCompany’sCorporateGovernance Policy clearly defines therole of the Board and its committees,namely the Audit & Risk Committee,the Renumeration and NominationsCommittee (RENOM) and the Assetand Liability Committee (ALCO). TheBoard has overall responsibility forthe company, including approvingand overseeing the implementationof its business objectives, risk strategy,financialsoundness,corporategovernance and corporate values.The Board is also guided by the BoardCharter which includes, amongstother things:Name a commitment to ensurecompliance of the Company’slegal and regulatory obligations torespectivestakeholders;the roles, functions, obligations,rights, responsibilities and powersof the Board;the policies, practices andprocedures the Board must followin carrying out its duties, functionsand responsibilities; anda commitment to review, ratify,monitor and implement systemsof risk management and internalcontrol, as well as corporategovernance.Principle 2 - Constitute anEffective BoardCandidates for directorship maybe nominated by shareholders in ageneral meeting or appointed by theBoard on a temporary basis. Directorsappointed by the Board may only holdthe position until the next AnnualGeneral Meeting.The Board Charter sets the guidelinesthat directors should meet. Inparticular:PositionBoardA Proposed Board members mustmeet the fit and proper criteriaas defined by the RBF BankingSupervision Policy Statement No10: Fit and Proper Requirementsfor Licensed Financial Institutionsin Fiji.Directors should have a clearunderstanding of their role incorporate governance and be ableto exercise sound and objectivejudgement about the affairs of KFL.The Board should possess, bothas individuals and personalqualities, including professionalismand personal integrity.The Board should have an adequatemix of core competencies infinance,accounting,financialservices, business or managementexperience, industry knowledge,legal, strategic planning and riskmanagement.The Board Charter also requiresthat the Company must havepolicies and practices for theselection, approval, renewal and Audit & Risk CommitteeBABRENOM CommitteeABDaryl TarteChairman6644--Francis ChungMember2211--Glen CraigMember65--66Griffon EmoseMember664466Litia NiumatawaluMember6622--Barry WhitesideMember66--66Cecil BrowneMember33----Chirk YamMember11----Column A: number of meetings held while a memberColumn B: number of meetings attended2021

CORPORATEGOVERNANCE STATEMENT (CONTINUED) succession of directors. Newdirectors must also be providedsufficient time to familiarisethemselves with KFL’s businessand risk profile, risk management,governance practices and internalcontrols. In practice, this includesthe provision of an informationpack containing all relevantdocuments upon appointment andbriefings by senior management.The Board reviews and reassessesthe adequacy of the Board Charterregularly.Principle 3 - Appointment of ChiefExecutive OfficerThe Corporate Governance Policyclearly defines the roles andresponsibilities of the CEO. TheCEO’s contract of employment alsodetails the duties, functions andresponsibilities of the position.The Board is responsible for selectingthe CEO and having in place anappropriate succession plan. TheBoard also provides oversight of theCEO, in particular: monitoring to ensure the CEO’sactions are consistent with thestrategy and policies approvedby the Board; setting formal performancestandards consistent with thelong-term objectives, strategyand financial soundness ofthe Company, and monitoringperformanceagainstthesestandards; and22 ensuringthattheCEO’sknowledge and expertise remainappropriate given the nature ofthe business and the institution’srisk profile.The Board ensures that theCompany’sorganisationalstructure facilitates effectivedecision making and goodgovernance.Principle 4 - Appointment ofBoard and Company SecretaryThe Shareholders are responsiblefor selecting the Board. The Boardis responsible for appointing acompetent Company Secretary whois the administrative link betweenthe Board and management. TheCompany Secretary also monitorsstatutory requirements and boardpolicies and procedures and ensuresthat they are followed in a timelymanner.Principle 5 - Timely and BalancedDisclosureThe Company has a policy of informingshareholders promptly of any eventsthat might significantly affect the valueof the Company. This is a requirementunder the SPX Listing Rules, whichKFL is required to follow as a listedcomp

raise much needed funds, Kontiki Finance developed and sponsored 'Tries for Lifeline'. Kontiki sponsored 10.00 for every try scored during the three-day Marist Fiji Bitter 7's Tournament, with a total of 7,300 raised by the end of the tournament. Kontiki also sponsored a workshop run for the Fiji Police Force, training