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Committees & External Auditors
Project Management Advisory Committee
In view of the inherent operations of the Company as a property developer, the Board set-up a sub-committee in the form of an advisory committee to assist the Board with project management matters.
In furtherance of such an advisory role, the Project Management Advisory Committee's ("PMAC") involvement extends to the three main stages of project management: (i) the preparatory stages of the development, (ii) the performance stage when construction works are undertaken on site; and (iii) the handover stage when following completion, the end product is either transferred to a third party purchaser or alternatively sought to be implemented by the Company as part of its overall operations.
Some of the main specific functions undertaken by the PMAC include the following:
- to make recommendations on the appropriate procurement procedure to be adopted in particular phases of the project;
- to act as an interface between the Company and the project management consultants engaged by the Company;
- to prepare and/or to oversee the preparation of reports on the short-listed bidders;
- to oversee the negotiation of the contract of works between Senior Management and contractors;
- to provide regular updates and/or to request the preparation of such updated reports on the progress of works on the individual construction phases, both from a timing and cost point of view; and
- to advise the Supervisory Committee on any action that may be required on project management matters.
The Project Management Advisory Committee is composed of non-executive directors, the Managing Director and other members of Senior Management.
Audit Committee
The Audit Committee, set up in terms of the MFSA Capital Markets Rules, is appointed by the Board and is directly responsible and accountable to the Board. The Audit Committee’s primary purpose is to protect the interests of the Company’s shareholders and assist the directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times.
The Board has set formal terms of reference of the Audit Committee that establish its composition, role and function in accordance with the MFSA Capital Markets Rules. The role and responsibilities of the Audit Committee are set out in more detail in the Corporate Governance Statement contained in the Annual Report.
The Audit Committee is composed of three non-executive directors. Ms Jacqueline Briffa CPA acts as Chairperson of the Committee. The other two members of the Committee are Ms Marzena Formosa and Dr Sarah Mamo.
In terms of the Capital Markets Rules 5.117 and 5.118, Ms Jacqueline Briffa CPA is the Director whom the Board considers as competent in accounting and/or auditing. Ms Briffa is considered independent because she is free of any business, family or other relationship with the Company or its management that may create a conflict of interest such as to impair her judgement.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is made up of three non-executive directors. Mr Joseph Said acts as Chairman. The other two members of the Committee are Mr Joseph Bonello and Dr Sarah Mamo.
The Remuneration and Nomination Committee is charged with oversight of the remuneration policies implemented by the Company with respect to its Directors, Senior Management and employees. The Committee assists the Board in meeting its responsibilities regarding the determination, implementation and oversight of Directors, CEO and Senior Executive remuneration arrangements to enable the recruitment, motivation and retention of individuals with right skills and qualities. In its functions as a Nomination Committee, it is primarily responsible for identifying, nominating and proposing to the Board, for its approval, candidates for the position of director to be appointed by the Board in terms of Article 102(3) of the Articles of Association of the Company.
In furtherance of requirements contained in Chapter 12 of the Capital Markets Rules, the Company's Board of Directors, in consultation with the Remuneration and Nomination Committee have established a remuneration policy for the Directors of the Company and the CEO (hereinafter the "Remuneration Policy") , which was approved for the first time by the shareholders at the 2020 AGM and resubmitted for shareholder approval at the Annual General Meeting in 2024. This Remuneration Policy supersedes any remuneration policies for directors which the company had in place and will remain in effect for the period of four years, that is, until the Annual General Meeting in 2028, unless in the case of material changes it is brought earlier to the General Meeting for shareholders' approval.
External Auditors
The current External Auditors of the Company are PWC.