Audit Committee

The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibilities, according to detailed terms of reference that reflect the requirements of the Listing Rules as well as current good corporate governance best practices.  The terms of reference of the Audit Committee established by the Board 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, which meets at least four times a year, is a sub-committee of the Board and is directly responsible and accountable to the Board. 

The primary purpose of the Audit Committee is to assist the Directors in conducting their role effectively so that the Issuer’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times.  The terms of reference of the Audit Committee set out the main responsibilities of the Audit Committee, which include (but are not limited to) the following:

1. Informing the Board of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of financial reporting and what the role of the Audit Committee was in that process;

2. Monitoring the financial reporting process and submitting recommendations or proposals to ensure its integrity;

3. Monitoring of the effectiveness of the Issuer’s internal quality control and risk managements system and, where applicable, its internal audit, regarding the financial reporting of the Issuer, without breaching its independence;

4. Reviewing and monitoring the external auditor`s independence, objectivity and effectiveness, in particular in relation to the appropriateness of the engagement of the external auditor to the supply OF non-audit services.

5. Assuming responsibility for the selection procedure of, and making recommendations to the Board in relation to the appointment of, the external auditor and to approve the remuneration and terms of engagement of the external auditor following appointment by the shareholders in general meeting; and

6. Evaluating the arm’s length nature of any proposed transactions to be entered into by the Issuer and a related party, given the role and position of the Issuer within the Group, to ensure that the execution of any such transaction is indeed at arm’s length, conducted on a sound commercial basis and in the best interests of the Issuer.  

The members of the Audit Committee as the date of this Prospectus are the following:

Michael Warrington (Chairman)

Andrew Zarb Mizzi (Member)

Kari Pisani (Member)

The Audit Committee is composed entirely of independent non-executive Directors (each of which satisfies the independence criteria set out in the Listing Rules).  In accordance with the Listing Rules, the member of the Audit Committee who are designated as independent and competent in auditing and/or accounting is Mr Michael Warrington.  Unless otherwise decided by the Board from time to time, the Board shall appoint a new Audit Committee Chairman for each financial year.  Mr. Warrington has been appointed as the first Audit Committee Chairman.