investor relations
 

Corporate Governance Guidelines

Updated, August 28, 2015. Download full document in pdf format by clicking here

The Board of Directors has developed corporate governance policies and practices to help it fulfill its responsibilities to shareholders.

The policies in these guidelines assure that the Board will have the authority and practices in place to review and evaluate the Company’s business operations and to make decisions that are independent of the Company’s management.

These Principles of Corporate Governance (the ‘Principles’) have been adopted by the Board of Directors (the ‘Board’) of GlobalCapital plc (the ‘Group’) to assist the Board in the exercise of its responsibilities. These principles, along with the company’s Memorandum and Articles of Association, provide the overall framework for the Governance of the Group and not intended to limit, enlarge, or change in any way the responsibilities of the directors as determined by applicable law and such Memorandum and Articles of Association.

The Board recognises that the long-term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders including bond holders, life policy holders, employees, customers, suppliers, government, and the public.

The Board may refine or change these guidelines as necessary or advisable to achieve these objectives.

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Committees

Audit Committee

The Audit Committee is composed entirely of non-executive Directors and assists the Board in monitoring and reviewing the Group’s financial statements, accounting policies and internal control mechanisms in accordance with the Committee’s terms of reference.  The responsibilities of the Audit Committee also include the review and approval of related party transactions in accordance with the Listing Rules.

The Audit Committee also approves and reviews the Group’s Compliance Plan and Internal Audit Plan prior to the commencement of every financial year and monitors the implementation of these plans. 

The Group’s Internal Auditors, the Company’s External Auditors and Chief Financial Officer are invited to attend Audit Committee Meetings on a regular basis, as deemed appropriate.

The Committee comprises:

  • Mr. Joseph Schembri
  • Mr. Joseph Del Raso
  • Mr. Luca Galli

Ethics Committee

The Ethics Committee is responsible for the review of the Group’s Code of Ethics, its operation and for reporting on these matters to the Board. The Ethics Committee may recommend amendments to the Code of Ethics from time to time. It is also responsible to investigate any suspected breach of the Code of Ethics and reports its findings to the Board with any recommendation that may impinge on the deliberations of the Board.

The Committee comprises:

  • Mr. Andrea Gemma
  • Mr. Joseph Del Raso

Investment Committee

The Investment Committee is responsible for developing investment strategies and policies with respect to investments that may be made by the Group.   It is also responsible for the formulation, monitoring and review of Group’s Investment processes.  

The Committee comprises:

  • Prof. Paolo Catalfamo
  • Mr Rueben Zammit
  • Mr Guido Mizzi
  • Mr Greg McGowan

  • Nick Calamatta - Independent Member

Nominations Committee

The Nominations Committee is responsible for making recommendations for appointment to the Board and for reviewing the constitution of the Group’s Boards, in order to ensure that appointments to Boards are conducted in a systematic, objective and consistent manner.  

The Nominations Committee is also responsible for the review of performance of the Group’s Board members and Committees, the appointment of senior executives and management and the development of a succession plan for senior executives and management.

The Committee comprises:

  • Prof. Paolo Catalfamo
  • Mr. Joseph Del Raso

Remuneration Committee

The Remuneration Committee monitors, reviews and advises on the Group’s remuneration policy as well as approves the remuneration packages of senior executives and management.

The Committee comprises:

  • Prof. Paolo Catalfamo
  • Mr. Joseph Schembri
  • Mr. Joseph Del Raso

Risk Committee

The Risk Committee oversees policies, practices, procedures and controls related to risk identification, capital structure, liquidity management, regulatory compliance and monitoring the annual capital plan. The Risk Committee invites the Risk Officer and the Group Financial Officer to attend its meetings, as deemed necessary.

The Committee comprises:

  • Prof. Paolo Catalfamo
  • Mr. Reuben Zammit
  • Mr. Jacopo di Stefano

 

GlobalCapital plc, Testaferrata Street, Ta’ Xbiex XBX 1403, Malta.
Phone: (+356) 21 342 342; Email: info@globalcapital.com.mt

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