Directors: Duties, Responsibilities& Liabilities AWS
Directors: Duties, Responsibilities & Liabilities 12th April 2018 I 8.00am - 5.00pm Fee - €280 Trainer - Adrian Cutajar
Overview
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. This training programme is designed for directors, prospective directors, company secretaries, corporate service providers, company administrators.
Programme Outline 08.00 - Registration 8.30 - 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
10.15 - 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 The legal and judicial representation of the Company
10.45 - Tea/Coffee 11.00 - 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
12.45 - Lunch
13.30 - 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
14.15 - 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
15.15 - Tea / Coffee 15.30 - 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
16.30 - Closing remarks / Questions
About the Trainer Adrian is a Maltese lawyer by profession 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 subjects and sits on the Investment Business Sub-Committee of the Institute of Financial Services Practitioners (Malta).
castilleresources.com
Directors_ Duties, Responsibilities & Liabilities– 12th April Registration Form Registration & Payment Methods Call to reserve a seat on: +356 20933000
Complete, scan and e-mail to: [email protected]
Write a cheque payment to: Castille Staffing Limited Mail to: Castille Institute Casa Leone, Triq L-Imhazen, Floriana FRN 1200
Bank Transfer in Euro Denomination: HSBC Bank A/C – Castille Staffing Ltd IBAN: MT64 MMEB 4433 6000 0000 3330 7133 001 Swift: MMEBMTMT
Delegate(s) Personal Details 1st DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
2nd DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
3rd DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
Fee, Terms & Conditions
= Eur 280 per session per delegate
The registration fee includes participation to the course, coffee break(s), lunch and distributed material. All bookings are considered binding on receipt of the signed booking form, followed with an Invoice. Please note that payment must be received prior to start of the training session, otherwise settlement must be made within 30 days from the issue of the invoice. Cancellation – Cancellations made within five (5) working days prior to commencement date of each course will not be accepted and the fees will not be refunded. Substitutions are welcome at any time without any additional charge. Disclaimer – Castille reserves the right to change or cancel any part of its published services in its entirety due to unforeseen circumstances without penalty. You agree not to copy any of the published material without Castille written consent. You are required to have read and understood these terms and conditions before signing this registration form. Data Protection – The information you provide will be safeguarded by Castille and will mainly be used to keep you informed of relevant products and services. We are committed to ensure the privacy of individuals in relation to personal data confidentiality. The contact or other information obtained will in no circumstances be disclosed to third parties except to Castille Staff Members engaged in providing you with information about upcoming news, events, services and offers. The data protection terms and any dispute arising out or in connection with the data protection, shall be governed by and construed in accordance with the Laws of Malta.
Overview
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. This training programme is designed for directors, prospective directors, company secretaries, corporate service providers, company administrators.
Programme Outline 08.00 - Registration 8.30 - 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
10.15 - 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 The legal and judicial representation of the Company
10.45 - Tea/Coffee 11.00 - 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
12.45 - Lunch
13.30 - 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
14.15 - 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
15.15 - Tea / Coffee 15.30 - 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
16.30 - Closing remarks / Questions
About the Trainer Adrian is a Maltese lawyer by profession 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 subjects and sits on the Investment Business Sub-Committee of the Institute of Financial Services Practitioners (Malta).
castilleresources.com
Directors_ Duties, Responsibilities & Liabilities– 12th April Registration Form Registration & Payment Methods Call to reserve a seat on: +356 20933000
Complete, scan and e-mail to: [email protected]
Write a cheque payment to: Castille Staffing Limited Mail to: Castille Institute Casa Leone, Triq L-Imhazen, Floriana FRN 1200
Bank Transfer in Euro Denomination: HSBC Bank A/C – Castille Staffing Ltd IBAN: MT64 MMEB 4433 6000 0000 3330 7133 001 Swift: MMEBMTMT
Delegate(s) Personal Details 1st DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
2nd DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
3rd DELEGATE
Mr/Mrs/Ms Job Title Company Address Telephone Email
Fee, Terms & Conditions
= Eur 280 per session per delegate
The registration fee includes participation to the course, coffee break(s), lunch and distributed material. All bookings are considered binding on receipt of the signed booking form, followed with an Invoice. Please note that payment must be received prior to start of the training session, otherwise settlement must be made within 30 days from the issue of the invoice. Cancellation – Cancellations made within five (5) working days prior to commencement date of each course will not be accepted and the fees will not be refunded. Substitutions are welcome at any time without any additional charge. Disclaimer – Castille reserves the right to change or cancel any part of its published services in its entirety due to unforeseen circumstances without penalty. You agree not to copy any of the published material without Castille written consent. You are required to have read and understood these terms and conditions before signing this registration form. Data Protection – The information you provide will be safeguarded by Castille and will mainly be used to keep you informed of relevant products and services. We are committed to ensure the privacy of individuals in relation to personal data confidentiality. The contact or other information obtained will in no circumstances be disclosed to third parties except to Castille Staff Members engaged in providing you with information about upcoming news, events, services and offers. The data protection terms and any dispute arising out or in connection with the data protection, shall be governed by and construed in accordance with the Laws of Malta.
