Corporate Governance

Board of Directors

The Board of Directors comprises of the following members:

Ryan Edward Otto as executive director and Chairman, and all the remaining Directors, Roderick Psaila, Robert Ancilleri and Charles Scerri serve in a non-executive capacity. They are considered as independent Directors since that are free of any significant business, family or other relationship with the Issuer, its controlling shareholders or the management of either, that could create a conflict of interest such as to impair their judgement. In assessing the said directors’ independence due notice has been taken of Listing Rule 5.117 of the Listing Rules.

Curriculum Vitae of Directors

Mr Ryan Otto

Ryan Otto, a South African entrepreneur, attended Rand Afrikaans University where he completed a Bachelor of Commerce in Accounting and, thereafter, he achieved a Higher Diploma in Taxation, in terms of the Taxation laws of South Africa. Mr. Otto co-founded Megatron Engineering (Pty) Ltd which he successfully grew into a Pan-African infrastructure group and then sold to a public company.

Throughout the years Mr. Otto expanded and diversified his investment portfolio by investing in various transactions across multiple industries. Amongst his investments is Maxidor SA, a manufacturer of security barriers located in South Africa, and Molopo (Pty) Ltd, an energy company operating in the natural gas business, which was recently acquired by a public company, Renergen Limited.

Mr Roderick Psaila

Mr Psaila is a qualified banker, having graduated as an Associate of the Chartered Institute of Bankers (ACIB) from the United Kingdom, and subsequently obtained a Masters in Economics from the University of Malta. He had an eighteen (18) year career with the Central Bank of Malta starting in 1990 where he held various positions related to banking, monetary policy statistics, and financial stability. From 2005 to 2008, Mr Psaila headed the Financial Stability Office. In 2004, Mr Psaila was seconded to the European Central Bank in Frankfurt. In 2008, Mr Psaila joined Nemea Bank PLC as Chief Operating Officer where he led the team responsible for setting up the operations of the bank. In 2010, Mr Psaila joined, as general manager, a banking start-up seeking to finance SME lending assets with online deposits. The said entity successfully gained its licence but never commenced operations. In 2012, Mr Psaila joined AgriBank Plc as Chief Executive Officer. Mr Psaila terminated his engagement with AgriBank plc in 2018.

Mr Robert Ancilleri

Robert has recently set up his own practice providing accounting and business and regulatory advisory services. He serves as a member of the Supervisory Council of a locally based foundation. He holds a Bachelor of Accountancy (Honours) degree from the University of Malta and is a Certified Public Accountant with a practising Certificate in Auditing. Up to July 2018, he served as Chief Accounting Officer at HSBC Bank Malta Plc. Prior to that, he occupied senior management positions, responsible for finance at Banif Bank (Malta) p.l.c. and Volksbank Malta Group. Prior to moving into banking in 2003, Robert worked in audit and business advisory at MSD & Co. and Ernst & Young. Robert sits on the board of directors of Busy Bee Finance Plc, a company listed on the Prospects MTF.

Mr Charles Scerri

Charles Scerri is a Certified Public Accountant by profession (Fellow of the Institute of Accountants) with a long career in finance and management at senior executive positions. He has worked in various industry sectors including banking and finance, auditing, leisure and hospitality. In 1995 he set up his own accountancy and audit practice, Charles Scerri & Associates, with the firm currently employing more than 45 employees and being the exclusive representative of the International Association of Practising Accountants in Malta. Charles sits on the board of directors of Busy Bee Finance Plc and The Convenience Shop (Holding) Plc, both listed on the Prospects MTF.

Audit Committee

The Audit Committee of the Issuer has the task of ensuring that any potential conflicts of interest that may arise at any moment pursuant to these different involvements of the Directors are handled in the best interest of the Issuer, the Bondholders and according to law. The fact that the Audit Committee is constituted solely of independent, non-executive Directors provides an effective measure to ensure that transactions vetted by the Audit Committee are determined on an arms-length basis. Additionally, the Audit Committee has, pursuant to the relative terms of reference, been granted express powers to be given access to the financial position of the Issuer on a quarterly basis. To this effect, the Issuer is to submit to the Audit Committee bi-annual accounts, as well as at least bi-annual comparisons of actuals against projections.

All of the Directors sitting on the Audit Committee are non-executives and also independent. The Audit Committee is presently composed of Charles Scerri, Robert Ancilleri and Mr Roderick Psaila, all three members being non-executive Directors and all of them also being independent of the Issuer. The Audit Committee is chaired by Charles Scerri. In compliance with the Listing Rules, all directors are independent non-executive Directors who are competent in accounting and/or auditing matters. In his capacity as Chairman of the Audit Committee, Mr Charles Scerri holds meetings with the executive Directors as necessary to review the Issuer’s accounts and operations. The Issuer considers that the members of the Audit Committee have the necessary experience, independence and standing to hold office as members thereof.

External Auditors

The Issuer’s external auditor is Deloitte Audit Limited, a firm of certified public accountants holding a warrant to practice the profession of accountant in terms of the Accountancy Profession Act (Chapter 281 of the Laws of Malta).