Corporate Governance

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Link: Malta Stock Exchange
Prior to the date of its Prospectus, the Company was not regulated by the Listing Rules and accordingly was not required to comply with the Code of Principles of Good Corporate Governance forming part of the Listing Rules (the “Code”). As a consequence of listing of the Company’s issued share capital on the Official List of the Malta Stock Exchange, the Company is required to comply with the provisions of the Code. The Company supports the Code and is confident that the application thereof shall result in positive effects accruing to the Company.

As at the date hereof, the Board considers the Company to be in compliance with the Code save for the following exceptions:

Principle 8
The Board deems that the setting up of a remuneration committee is not necessary within the context of the size, nature and operations of the Company;

The Company does not have a nomination committee as recommended in Principle 8. Appointments to the board of directors of the Company are determined by the shareholders of the Company in accordance with the Memorandum and Articles of Association of the Company. The Company considers that the members of the Board provide the level of skill, knowledge and experience expected in terms of the Code.

Board Committees

The Company has set up an Audit Committee and its terms of reference include, inter alia, its support to the Board of the Company in its responsibilities in dealing with issues of risk; control and governance and associated assurance. The Board has set formal terms of establishment and 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 is a sub-committee of the Board and is directly responsible and accountable to the Board. The Board reserves the right to change these terms of reference from time to time.

Briefly, the Committee is expected to deal with and advise the Board on:
(a) its monitoring responsibility over the financial reporting processes, financial policies and internal control structures;
(b) maintaining communications on such matters between the Board, management and the independent auditors; and
(c) preserving the Company’s assets by understanding the Company’s risk environment and determining how to deal with those risks.

In addition, the Audit Committee also has the role and function of scrutinising and evaluating any proposed transaction to be entered into by the Company with a related party, to ensure that the execution of any such transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.

The Audit Committee is composed of The Noble Paul S. Testaferrata Moroni Viani, Cory Greenland and Mohsin Majid, all Non-Executive Directors of the Company.  The Audit Committee is chaired by The Noble Paul S. Testaferrata Moroni Viani who, in compliance with the Listing Rules, is the independent Non-Executive Director considered by the Board to be the director competent in accounting and/or auditing matters.