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Duties and obligations of directors

Description
Registration Time: 13.15
Session Time: 13.30 - 16.45 including a 15-minute coffee break 
Speaker: Mr Adrian Cutajar
Venue: Lower Ground, Tower Training Centre, Swatar
 
Participation Fees 
MIA Members: €35.00
Non-MIA Members: €70.00
Retired Members: €15.00
Students: €20.00
 

Course Overview and Objectives

This training programme focuses on the office of director, the obligations that arise from such a position and potential liabilities of directors of Maltese companies. This programme outlines the main challenges faced by directors in the boardroom and how these challenges out to be tackled.

The main aim of the programme is to provide a good and practical understanding of the legal principles relevant to directors of a Maltese company a practical context to each of them through the use of practical examples, references to the Maltese Companies Act (Cap. 386 of the Laws of Malta) and recent case-law.

The programme will include case studies designed to reinforce key topics addressed throughout the session and to illustrate how to make use of the comprehensive practical guidance in the course material.

Acting as a director of a Maltese company and the ensuing obligations are very challenging. Through this programme you will gain a good understanding of the legal and corporate obligations associated with the office of director, what to expect during board meetings and how best to manage difficult situations which may arise during directors’ meetings.

An assessment will also be provided at the end of the course.

Target Audience

This training programme is designed for directors, prospective directors, company secretaries, corporate service providers, company administrators.

Programme

The sources of the directors’ obligations in Maltese Law

  • The Companies Act (Cap. 386 of the Laws of Malta)
  • The Memorandum and Articles of Association
  • The Interpretation Act (Cap. 249 of the Laws of Malta)
  • Letters of Engagement – Terms of engagement vs Terms of Employment
  • Ad-hoc legislation (focus on financial services, gaming and listing rules)
  • Other sources

The office of Director

  • Who can act as Director of a Maltese Company?
  • Can a foreigner who resides outside Malta act as a Director of a Maltese company?
  • Qualifications and Disqualifications/Fitness and Properness criteria
  • When should a person refuse to be appointed as director or otherwise resign as a director?
  • Key duties and responsibilities – The Management and Administration of the Company
  • Ad hoc legislation – Clear responsibilities/onerous obligations – Income Tax/VAT/FSS/Occupation Health and Safety
  • Executive vs Non-Executive Director – Decision making vs oversight
  • The Shadow Director – Who are they?
  • Regulated entities – Is the role of the director the same?

Multiple directorships

The director’s appointment and the appointment instrument

  • Appointment upon incorporation of the Company
  • Shareholders’ Approval
  • Director’s appointment instrument
  • Directors’ and Officers’ Liability Insurance
  • The Form K
  • Personal Questionnaire

The termination of the appointment

  • Resignation
  • Removal
  • The appointment of a liquidator or special administrator

Dealing with conflicts of interest

  • How should a director address conflicts of interest?
  • Declaration of Interests
  • Disclosure and documentation of conflicts of interest
  • Conflicts of interest policy

 

The Board Meeting

  • The notice of a board meeting and the agenda
  • The analysis of the board pack
  • Practical role of the director during the Board Meeting
  • Communication with Chairman and Company Secretary
  • Board resolutions/Action points follow-up

The director’s role in general meetings

  • Annual vs Extraordinary General Meetings
  • Director’s relationship with shareholders
  • Can a director call a general meeting?
  • Shareholders’ Interests vs Interests of the Company
 
CPE Hours

3 hours Core

Speaker
Adrian Cutajar
Director
Artio

Adrian is a financial service professional focusing extensively on corporate law, regulatory and compliance matters. He acts as compliance officer and company secretary for licence holders authorised by the Malta Financial Services Authority (MFSA) as well as international groups established in Malta. He also acted as company secretary of Global Capital plc., a financial services group (including its Maltese regulated subsidiaries), listed on the Malta Stock Exchange. Adrian holds a doctorate in laws from the University of Malta and a specialisation, at Masters Level, in financial services. Since 2003, he led and consulted on various MFSA applications, listings, corporate financing transactions and company re-organisations. His core competencies include provision of regulatory and compliance consultancy, corporate and commercial structuring together with company secretarial services. Adrian is also a co-founder and executive director at Artio, a boutique firm based in Malta providing corporate, fiduciary and compliance services to regulated entities and international companies with a presence in Malta. Before co-founding Artio in 2012, Adrian held senior positions within an established Maltese law-firm, and acted as Head of Legal and Compliance at Global Capital plc. Adrian coordinated and presented training sessions covering corporate law and governance subjects.

23
May 2019

Duties and obligations of directors

(M1946)

Organized By: The Malta Institute of Accountants
Type of Event: Seminar

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Date & Time
2019-05-23 13:30:00 2019-05-23 16:45:00 Europe/Malta Duties and obligations of directors This training programme focuses on the office of director, the obligations that arise from such a position and potential liabilities of directors of Maltese companies. This programme outlines the main challenges faced by directors in the boardroom and how these challenges out to be tackled. Lower Ground, Tower Training Centre, Swatar, The Malta Institute of Accountants
Thu, 23 May 2019
13:30 - 16:45
Location
Lower Ground, Tower Training Centre, Swatar,
Cancellation Policy

Refer to Terms and Conditions.

Terms & Conditions
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