Board Committees & External Audit
The Board delegates specified authority to and accountability for the Company to the Supervisory Committee, which is composed of Dr. Alec Mizzi (Chairman of the Committee), Mr. Luke Coppini, Mr. David G. Curmi and Mr. Joseph A. Gasan. The Supervisory Committee supervises the management of the Company, to ensure the attainment of its strategy and objectives.
None of the Directors on the Board has any specific executive functions, other than the three (3) directors that sit on the Company’s Supervisory Committee, viz. Dr. Alec A. Mizzi (Chairman of the Committee), Mr. David G. Curmi and Mr. Joseph A. Gasan.
The Supervisory Committee, which typically meets between two and three times a month, acts as an interface between the Senior Management of the Company and the Board. The terms of reference of the Supervisory Committee envisage the monitoring of the execution of policy matters delegated by the Board to ensure the attainment of the Company’s objectives.
Project Management Advisory Committee
In view of the inherent operations of the Company as a property developer, the Supervisory Committee set-up a sub-committee in the form of an advisory committee to assist the Supervisory Committee with project management matters pertaining to the Tigné Point 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 and members from Senior Management.
The Audit Committee, set up in terms of the Principles laid out in the 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. The Board reserves the right to change these terms of reference from time to time.
When the Audit Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall make recommendations to the Board on the action needed to address the issue or make improvements.
The Audit Committee is composed of three non-executive directors. Mr. Joseph Said acts as Chairman of the Committee. The other two (2) members of the committee are Mr. Mark Portelli and Mr. Joseph Bonello.
Mr. Mark Portelli is considered to be an independent member taking into account the relevant criteria specified in the Capital Markets Rules, who the Board also considers to be competent in accounting in terms of the Capital Markets Rules.
In accordance with the Capital Markets rules, the Board set up a Remuneration Committee which is composed of Mr. Joseph Said (Chairman), Mr. David G. Curmi and Mr. Mark Portelli.
This Committee’s objectives are those of devising a remuneration policy aimed to attract, retain and motivate directors (executive and non-executive), as well as senior management with the right qualities and skills for the benefit of the Company. The Committee is responsible for making proposals to the Board on the individual remuneration packages of directors and senior management.
In terms of the Company’s Memorandum and Articles of Association, the shareholders of the Company determine the maximum annual aggregate remuneration of the directors pursuant to their appointment of the Company’s Board of Directors and in relation to services rendered pursuant to their appointment by the Board of Directors on the Board Committees.
The current External Auditors of the Company are PWC.