MIZZI ORGANISATION FINANCE p.l.c.
Annual Financial Report and Financial Statements - 31 December 2023
7
Corporate Governance - Statement of Compliance - continued
In this respect, the Directors consider that the Company is headed by an effective Board and its members
provide a proficient mix able to add value to the Company. Apart from being conducive to good corporate
governance, this structure provides the added benefits of direct control and management of the Company’s
affairs, together with an effective centralisation of the decision-making process.
Independence of Non-Executive Directors
In line with principle 3 (iii) of the Code, at least one third of the Board consists of non-executive directors.
The non-executive directors play an important role in overseeing executive directors and management,
ensuring a system of checks and balances and contributing to the strategic direction of the Company in an
objective manner. For the purposes of Code Provision 3.2, with respect to three independent non-executive
directors, Mr Carmel J. Farrugia, Mr Joseph M. Galea and Mr Kevin Rapinett, it is hereby reported that
none of them:
a) are or have been employed in any capacity by the Company;
b) have or have had, over the past three years, a significant business relationship with the Company;
c) have received or receives significant additional remuneration from the Company in addition to their
director’s fee;
d) have close family ties with any of the Company’s executive directors or senior employees;
e) have served on the Board for more than twelve consecutive years;
f) have been within the last three years an engagement partner or a member of the audit team or past
external auditor of the Company; and
In compliance with Code Provision 3.4, each of the Directors hereby declares that he undertakes to:
a) maintain in all circumstances his independence of analysis, decision, and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising his
independence; and
c) clearly express his opposition in the event that he finds that a decision of the Board may harm the
Company.
Principle Four: The Responsibilities of the Board
In terms of Principle Four, it is the Board’s responsibility to ensure a system of accountability, monitoring,
strategy formulation and policy development.
The Board of the Company is entrusted with the overall direction, administration and management of the
Company and meets on a regular basis to discuss and take decisions on matters concerning the strategy,
operational performance, and financial performance of the Company.
Role and Responsibilities of the Board
In fulfilling its mandate, the Board assumes responsibility to:
(a) establish appropriate corporate governance standards;
(b) review, evaluate and approve, on a regular basis, long-term plans for the Company;
(c) review, evaluate and approve the Company’s budgets and forecasts;
(d) review, evaluate and approve major resource allocations and capital investments;
(e) review the financial and operating results of the Company;
(f) ensure appropriate policies and procedures are in place to manage risks and internal control;
(g) review, evaluate and approve the overall corporate organisation structure, the assignment of
management responsibilities and plans for senior management;
(h) review, evaluate and approve compensation to senior management; and
(i) review periodically the Company’s objectives and policies relating to social, health and safety and
environmental responsibilities.