The Company supports the Code of Principles of Good Corporate Governance (the “Code”) originally issued by the Malta Stock Exchange which now forms part of the Listing Rules. The Board has taken such measures as are necessary in order for the Company to comply with the requirements of the Code to the extent that these were considered appropriate and complementary to the size, nature and operations of the Company. In particular:
- The Company is headed by a board which is responsible for accountability, monitoring, strategy formulation and policy development;
- The roles of Chairman and Chief Executive are divided;
- The Board is composed of 5 non-executive directors and they have appointed the CEO who is entrusted with the implementation of the decisions of the Board and day to day management of the Company;
- The Board of Directors aims to meet regularly and all Directors are given ample opportunity to discuss the agenda and convey their opinions;
- The Board of Directors has set up the Audit Committee, a Remuneration and Nomination Committee (combined), as well as a Supervisory Committee. These have the tasks inter alia to ensure the professional development of the Board, to evaluate the Board’s performance and to manage conflicts of interest. Conflicts of interest are also managed in terms of the Company’s Articles of Association.
- The Company recognises the importance of its role in the corporate social responsibility arena and seeks to ensure that in its operations the environment is respected. The Directors are also aware of the importance of having good relations with stakeholders and strive to work together with them in order to invest in human capital, health and safety issues and to adopt environmentally responsible practices.
- Pursuant to the Company’s statutory obligations, the Annual Report and Financial Statements, declaration of dividends, election of directors and appointment of auditors and authorisation of the directors to set the auditors’ fees are proposed and approved at the Company’s Annual General Meeting. The Board of Directors properly serves the legitimate interests of all Shareholders and is accountable to all Shareholders, particularly through the representation of the Shareholders on the Board itself.
The Company’s Articles of Association contain a provision whereby the Directors are entitled to appoint additional directors to the Board where this would be to the benefit of the Company in view of their commercial knowledge and experience. This is not strictly in line with Code Provision 1.2 in so far as this provision encourages that the process of appointment of Directors should be conducted at properly constituted general meetings where the view of the minority can be expressed. Nevertheless, it has been considered prudent and beneficial to the Company for the Articles of Association to contain such a provision in order to ensure appropriate retail experience on the board of directors.
In the light of the factors mentioned above, and except for the instances of non adherence which have been explained above, the Board is of the opinion that the Company is in compliance with the Code.