Corporate Governance
Composition of the Board
The Memorandum & Articles of Association of Malita Investments p.l.c. allows for the company to be run by an autonomous board of 7 directors such that 5 directors will be appointed by the Government of Malta and 2 by the public shareholders.
Malita Investments p.l.c. is currently managed by a Board of Directors consisting of seven non-executive members, which is entrusted with the overall direction, administration and management of the company. The responsibility of the Directors is a collective one, although within the structure of a unitary board, the main functions of the Directors are in practice complementary.
Dr Johan Farrugia obtained his Doctor of Laws degree from the University of Malta in 2012 and was subsequently admitted to the Maltese Bar. Shortly after graduating, he gained extensive experience in civil and criminal litigation which was followed with more than three years at the Malta Financial Services Authority as a legal research analyst. Dr Farrugia then joined the financial services team within one of Malta’s leading medium sized law firms wherein he was made partner within the financial services practice of the firm after a short period of 5 years. As partner, Dr Farrugia headed the financial services practice within the firm. In 2023, he branched out and set up his own private practice.
Dr Farrugia’s primary areas of practice encompass corporate and commercial law, mergers and acquisitions including cross-border transactions, capital markets, investment services, banking, Initial Coin Offerings (ICOs), and digital ledger technology (DLT) related projects. Dr Farrugia also sits on the Capital Markets Working Group which has been tasked with setting the strategic vision for Malta’s Capital Markets for the coming years.
Dr Robert Suban is the head of the Department of Banking and Finance of the University of Malta. He holds a bachelor in business administration, a masters degree in European economic Studies, and a Ph.D. in accounting & finance from the Alliance Manchester Business School. Dr Suban has also completed the ACCA qualification. Dr Suban regularly attends and presents his research at various internationally peer-reviewed academic conferences in the area of finance. He has considerable experience as a practitioner having worked at the Central Bank of Malta, Jobsplus and a leading private travel organisation. Dr Suban also held the position as a non-executive director of Mapfre Middlesea p.l.c. (C 5553) and is currently a non-executive director and Chair of the Risk Committee of Bank of Valletta p.l.c. (C 2833).
Dr Desiree Cassar is a corporate and tax lawyer at DC-Advocates. Dr Cassar’s experience in advising local and internal clients across a variety of key industry sectors, predominantly in financial services, spans more than twenty years. She also provides legal advice to Maltese listed and regulated entities of which she also acts as company secretary. Dr Cassar graduated as a lawyer from the University of Malta in 2003 and was admitted to the Maltese Bar, Superior Courts of Malta in 2004. Dr Cassar then moved on to work as a tax and corporate lawyer at PricewaterhouseCoopers in Malta, where she was also assigned to work in the private wealth department of PricewaterhouseCoopers in the Netherlands. Dr Cassar has delivered presentations at a number of seminars and conferences in Malta and overseas. Dr Cassar was appointed member of the Board of the Malta Further and Higher Education Authority and secretary of the Malta Financial Services Advisory Council. Dr Cassar is a member of the Chamber of Advocates and the Institute of Financial Services Practitioners.
Mr Victor Carachi is the president of the General Workers’ Union (GWU), a role which he has occupied since March 2008, following a long career in the banking sector that began with Mid-Med Bank (now HSBC Bank (Malta) p.l.c. (C 3177) in 1978. During his banking career, Mr Carachi held various managerial posts in the ICT division and was later appointed head of the operational risk department within HSBC Bank (Malta) p.l.c. (C 3177). Mr Carachi holds various directorship roles with a number of local private companies and government entities including Malta Enterprise and the Occupational Health & Safety Authority. Mr Carachi is a chartered IT professional having obtained his qualification from the British Computer Society. Mr Carachi also holds a master’s degree in business administration (MBA) from the UK based Henley Business College and Brunel University.
Ms Tania Brown has held various senior positions in the private sector, primarily in the telecommunications and information technology sectors with Datastream, GO p.l.c. and FGL Information Technologies Ltd, before moving to the public sector and leading the Ministry for Finance’s secretariat, followed by advisory positions with the Ministry for Tourism and the Office of the Prime Minister. Ms Brown has been engaged in senior roles at Identity Malta, and currently holds the position of Chief Policy and Strategy Officer. She has served as a director of the national airline, Air Malta p.l.c. (C 2685) and currently serves as a director of Automated Revenue Management Systems Ltd (C 46054). Ms Brown has read economics and management at the London School of Economics and holds a Master of Science in Business and Management from the University of Essex. Ms Brown is also certified in ITIL.
Mr Miguel Borg advises clients operating in different economic sectors on risk management, sustainability, ESG and financial services regulation. Mr Borg acts as non-executive director in various companies and lectures at the University of Malta. Mr Borg served as the Chief Risk Officer and an executive director of Bank of Valletta p.l.c. (C 2833). He also served as a director in several other companies including BOV Fund Services Limited (C 39623), BOV Asset Management Limited (C18603) and Media Centre Limited (C 42258). He also acted as Chairman of the Central Cooperative Fund. Prior to joining Bank of Valletta p.l.c., Mr Borg worked at the Central Bank of Malta. Mr Borg holds a masters degree in economics from the University of Malta and is a member of a number of international risk management associations.
Dr Donald Vella joined Camilleri Preziosi Advocates in 2005 and is currently the head of the tax department. He regularly advises and assists clients in a number of areas including tax, corporate law, trusts, foundations and corporate finance. Dr Vella advises a number of clients from various industry sectors including financial institutions, private equity and hedge fund promoters and managers as well as high net worth individuals. He regularly assists a number of listed companies on day to day corporate requirements and also acts as a company secretary on a number of companies.
Dr Vella holds an LL.D from the University of Malta and an LL.M in Corporate and Commercial Law from the University of London. He is a member of the Chamber of Advocates. He regularly acts as an examiner at the University of Malta and is a speaker at a number of seminars and conferences.
Company Management
Ms Jennifer Falzon is a certified accountant by profession and holds a Bachelor of Arts in Accountancy and Management from the University of Malta. Ms Falzon has also completed the ACCA qualification. Ms Falzon began her work experience with GO plc (C 22334) where she worked as an accountant for over five years before joining the Company wherein she has occupied the roles of accounts manager, and Chief Financial Officer. Ms Falzon also serves as a member on the Board of the Malta Tourism Authority.
Perit Amanda Desira is an Architect & Civil Engineer by profession, graduating with Honours in Structural Engineering Stream (2009) and later with a Master in Business Administration at distinction level from the University of Derby. Perit Desira has over 15 years of experience in the construction industry and has successfully held a senior position in relation to Project Green within the Projects Department. She also has extensive experience in leading projects with contractors and other public authorities and has led various major projects utilizing both local and EU funds, including residential and infrastructural developments, national parks, and industrial plants. Her expertise in project development ranges from concept design to feasibility studies, design development and permitting, procurement, project implementation and commissioning.
Mr Michele Abela is a certified public accountant by profession and holds a Masters in Accountancy, and a Bachelor of Commerce in Accountancy and Economics from the University of Malta. Mr Abela is an experienced accountant with a strong background in accounting, corporate finance, internal audit and EU funding.
Committees
Audit Committee
As part of its corporate governance structures, the Company has an Audit Committee as a sub-committee of the Board, acting in line with the requirements of the Capital Markets Rules, with the principal roles of the Audit Committee being in line with the requirements of Capital Markets Rule 5.127. Its primary objective is to assist the Board in dealing with issues of risk, control, and governance; and in reviewing the Company’s reporting processes, financial policies and internal control structure. The Audit Committee also oversees the conduct of the external audit, facilitates communication between the Company’s Board, management and external auditors and shall make recommendations to the Board on the action needed to address issues or make improvements when the Audit Committee’s monitoring and review activities reveal cause for concern.
The Board has set formal terms of reference of the Audit Committee that establish its composition, role and function, the parameters of its remit, as well as the basis for the processes that it is required to comply with.
The Audit Committee of Malita Investments p.l.c. is composed of three (3) independent non-executive directors. The Audit Committee is chaired by Dr Robert Suban and its other members are Dr Johan Farrugia and Mr Victor Carachi. Dr Suban is competent in accounting and/or auditing in view of his academic qualifications, having completed the ACCA qualification whilst also having a Ph.D. in Accounting & Finance from the Alliance Manchester Business School. Accordingly, the Directors believe that the Audit Committee satisfies the independence and the competency in accounting/audit criteria in terms of Capital Markets Rule 5.117.
The Company’s external auditors are PricewaterhouseCoopers.
Remuneration and Nominations Committee
In its function as Remuneration Committee, the Committee determines formal and transparent procedures for the development of a Remuneration Policy, designed to distribute emoluments and establish remuneration packages of directors and senior management executives. Additionally, in its function as Nominations Committee, the Committee follows a formal and transparent procedure for recommending to the shareholders of the Company the appointment of directors to the Board, based on the candidates’ professional qualifications, and for appointing individuals to hold senior executive management roles. Therefore, as a whole, the Remuneration and Nominations Committee is responsible for proposing candidates for director positions, appointing senior management executives, and drawing up and maintaining a Remuneration Policy that attracts, retains, and motivates directors and senior executives who have the right qualities and skills for the proper management of the Company, in the best interest of its shareholders.
The Board has set formal terms of reference of the Remuneration and Nominations Committee that establish its composition, role and function, the parameters of its remit, as well as the basis for the processes that it is required to comply with.
The Remuneration and Nominations Committee of Malita Investments p.l.c. is composed of three (3) independent non-executive directors. The Committee is chaired by Dr Johan Farrugia, and its other members are Mr Miguel Borg and Mr Victor Carachi. The Committee is a sub-committee of the Board, derives its authority from the Board, is directly responsible and accountable to the Board, with the principal roles of the Committee being in line with the requirements of Capital Markets Rules 8.A and 8.B.
Investments Committee
The Investments Committee provides adequate oversight, guidance, and governance over the Company’s investment activities and strategies. It ensures that investment decisions align with the Company’s overall financial goals, risk tolerance, and strategic objective, whilst ensuring the Company avoids excessive exposure, maintains a balanced investment portfolio, and moreover, that any proposed investment does not materially and negatively disrupt the dividend policy adopted by the Board of Directors from time to time. The Investments Committee constantly reviews and evaluates new investment opportunities, provides regular updates, and makes recommendations to the Company’s Board of Directors, ensuring that the Board is informed about the performance of the Company’s investments and any significant developments.
The Board has set formal terms of reference of the Investments Committee that establish its composition, role and function, the parameters of its remit, as well as the basis for the processes that it is required to comply with. The Investments Committee is a sub-committee of the Board, derives its authority from the Board, is directly responsible and accountable to the Board.
The Investments Committee of Malita Investments p.l.c. is composed of three (3) independent non-executive directors. The Investments Committee is chaired by Mr Miguel Borg and its other members are Dr Robert Suban and Ms Desiree Cassar.
Environmental Social Governance Committee
On 12 June 2024, the Board further resolved to set up an Environmental Social Governance (ESG) Committee to inter alia assist the Board in formulating the Company's medium to long-term ESG strategy, whilst promoting transparency, accountability, and ethical business practices to strengthen overall corporate governance.
The ESG Committee outlines the Company’s sustainable approach within the ESG framework and supports compliance with relevant regulations. Its role is to supervise ESG policies, activities, and practices of the Company, encourages initiatives aimed at enhancing ESG performance and offers strategic advice and guidance to the Board of Directors in fulfilling its objectives. Additionally, the Committee oversees the reputational implications of the Company’s business strategies, ensuring policies and initiatives help shareholders gain more confidence that the Company is managing risks responsibly and sustainably. Hence, the Committee’s focus on sustainability signals shareholders and potential investors that the Company is committed to responsible governance, making it more attractive to ESG-focused investors, thus fostering long-term profitability and shareholder value.
The ESG Committee is a sub-committee of the Board, derives its authority from the Board, is directly responsible and accountable to the Board.
The ESG Committee of Malita Investments p.l.c. is composed of three (3) independent non-executive directors. The Committee is chaired by Mr Miguel Borg and its other members are Ms Tania Brown and Mr Victor Carachi.