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Committees & External Auditors
The Board delegates specified authority to and accountability for the Company to the Supervisory Board, which is composed of Dr Alec A. Mizzi (Chairman), Mr David Demarco, Mr Joseph A. Gasan, Mr Mark Portelli, Mr Jesmond Micallef and Perit Ivan Piccinino.
The objective of the Supervisory Board is to take, or to establish the basis on which, all decisions within the Company are taken, other than decisions on those matters specifically reserved for the Board of Directors or the other committees.
The Supervisory Board is also entrusted to act as an interface between the Senior Management of the Company and the Board of Directors.
Some of the more important functions carried out by the Supervisory Board include:
- the approval and monitoring of strategic and forecasting processes;
- reporting on strategic matters to the Board of Directors;
- the review of the Company's annual budget and funding requirements with an aim of making its own recommendation to the Board of Directors;
- the supervision of the Project Management Advisory Committee on all development related matters, including the making of recommendations to the Board of Directors with regards to awarding of contract of works; and
- the consideration of all new business opportunities, including joint ventures with third parties on existing or new projects.
Project Management Advisory Committee
In view of the inherent operations of the Company as a property developer, the Supervisory Board set-up a sub-committee in the form of an advisory committee to assist the Supervisory Board with project management matters pertaining to the Tigné Point and Manoel Island development.
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 CEO and other members of Senior Management.
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. Mr Joseph Bonello acts as Chairman of the Committee. The other two (2) members of the committee are Mr. Alfredo Muñoz Perez and Ms Jacqueline Briffa CPA.
In terms of the Capital Markets Rules 5.117 and 5.118, Ms. Jacqueline Briffa CPA and Mr. Alfredo Muñoz Perez are the Directors who the Board consider as competent in accounting and/or auditing. Ms. Briffa and Mr Muñoz Perez are considered independent because they are 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 their judgement.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is made up of 3 non-executive directors. Mr Joseph Said acts as Chairman. The other two members of the Committee are Ms. Jacqueline Briffa CPA and Mr Alfredo Muñoz Perez.
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 Committee have established a remuneration policy for the Directors of the Company and the CEO (hereinafter the "Remuneration Policy") Remuneration Policy, which was approved by the shareholders at the 2020 AGM. 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 2024, unless in the case of material changes it is brought earlier to the General Meeting for shareholders' approval.
The current External Auditors of the Company are PWC.