Corporate Governance

Samir SaiedChairman
Faker HnidBoard Director
Lassaad Ben DhiabBoard Director
Norbert PrihodaBoard Director
Paul FenechBoard Director
The Noble Paul Testaferrata Moroni VianiBoard Director
Deepak PadmanabhanBoard Director
Sofiane AntarBoard Director
Francis Galea SalomoneCompany Secretary
Nikhil PatilCEO

Audit Committee

The Audit Committee supports the work of the Board in terms of quality control of the Group’s financial reports and internal controls. The Audit Committee is currently chaired by Mr F. Hnid, with the other members being Mr. P. Fenech and Mr. D. Padmanabhan. The Audit Committee is independent and is constituted in accordance with the requirements of the Listing Rules, with Mr F. Hnid being chosen as the member competent in accounting and/or auditing, in view of his experience in the field.

The Committee scrutinizes and monitors related party transactions. It considers the materiality and the nature of the related party transactions carried out by the Company to ensure that the arms’ length principle is adhered to at all times. As part of its duties, the Committee receives and considers reports on the system of internal financial controls and the audited statutory financial statements of all companies comprising the Group.

Remuneration Committee

During the past year the terms of reference of the Group Remuneration Committee have been reviewed. The Committee is responsible for determining and agreeing with the Board the framework or broad policy for the Remuneration of the company’s chief officers, the Chairman of the company, the directors of the board, and such other members as it is designated to consider. In determining such policy, the Committee takes into account all factors which it deems necessary, including the position of the Group companies relative to other companies in the marketplace. The objective of such policy shall be to ensure that directors and chief officers are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group Companies. The Group Remuneration Committee is currently chaired by Mr. M. Fadhel Kraiem, the other members being the Noble P S Testaferrata Moroni Viani and Mr. P. Fenech. The Company Secretary, Dr F Galea Salomone, acts as Secretary to the Remuneration Committee.

Executive Committee

The day-to-day management of the Company is led by the Chief Executive Officer and supported by the Board of Directors directly and through the Executive Committee (“EC”). The EC is equipped with the necessary decision making tools and strict board oversight to facilitate the successful execution of its duties. The EC provides oversight, guidance and leadership for the management of the business within the guidelines and approval limits set from time to time by the Board of Directors. It recommends and forwards to the Board of Directors those decisions that are outside its approval limits. The EC is currently chaired by Mr. M. Fadhel Kraiem, with the other members being Mr. S. Antar , Mr. L. Ben Dhiab, and Mr. N. Patil; Dr. F Galea Salomone acts as secretary to the EC.

PDMR Notifications

March 15, 2019

PDMR Notification – Kelvin Camenzuli

Kelvin Camenzuli

Chief Digital Officer

Nature of transaction: Buy

Price: €0.49

Volume: 14,200

External Auditors

The Group’s External Auditors are PricewaterhouseCoopers Malta. Visit PwC Website

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