At GSL, we believe that a sound corporate governance model can make a company’s goals and investment projects considerably more credible to potential investors. By attaining a superior level of compliance on corporate governance matters, and evidencing that type of commitment through the very corporate governance model it chooses to adopt, a company may successfully allay certain concerns about potential investors’ return on risk. Moreover, the need for effective corporate governance practices and procedures increasingly features in our clients’ agendas – and that of supervisory authorities. Our Corporate Services and Governance team addresses this demand in a focused, yet cost-effective, manner. Team members are committed to helping corporate clients from different business environments to identify and comply with their ongoing corporate responsibilities by developing a corporate governance model that not only reflects their specific corporate profile, but also meets local legal requirements and international best practice.
Many listed and regulated entities (principally credit and financial institutions, custodian and payment services providers, insurance companies, investment managers and collective investment schemes) have already had the opportunity to utilise this type of support service.
Recognising that Board members need to set the tone at the top, we advocate proactive approaches to develop further the levels of preparation required by Board members to carry out their duties. For that purpose, we regularly hold focused awareness and training sessions for Board members. By this, we aim to enhance the knowledge of the corporate governance principles that should inform their work. We will also provide our corporate clients with performance appraisals of Board members on request.
Every company incorporated in Malta is by law required to appoint a company secretary. At GSL, we source in-house Maltese-resident individuals for engagement as Company Secretaries and appropriately channel enquiries by clients willing to consider appointing Maltese-residents as company directors.
The Company Secretary is responsible to perform such services as are required of the Company Secretary by the laws of Malta or the Client’s Memorandum and Articles of Association, and such other services as may otherwise be agreed to by GSL with the Client provided that neither GSL nor the Company Secretary shall be involved in any trading, business, management or administrative acts or operations of the Company.
We provide infrastructural support for the holding of Board meetings in Malta, helping to plan for and organise meetings, even at short notice, locate suitable venues (in or outside our office), prepare and collate documents and Board packs, draft minutes of meetings and attend to related organisational tasks to make your Board meetings in Malta time and cost effective.
Statutory Returns and Filings
In our role as Company Secretaries we ensure that all statutory returns and other filings are registered or submitted punctually, as appropriate, with the Registry of Companies and the Listing Authority in the case of listed companies.
Keeping Company Books
One of the Company Secretary’s statutory obligations is to keep the minute book of the meetings of the board of directors and of the shareholders, the register of members and of debentures and any other registers or records which the Board may require him to keep. In our role as Company Secretary, we take responsibility to keep these documents updated and available for inspection.
Pre and Post Board Meetings
- preparing notices of meetings and agendas for board and committee meetings in accordance with the constitutive documents and statutory requirements;
- collating Board papers in a clear and effective manner, providing data and information needed for informed decisions; and circulating them among Board members;
- attending board and committee meetings for minute taking;
- drafting minutes with a turnaround of one week under normal circumstances;
- ensuring minutes are approved and signed in due course;
- communicating Board decisions to the relevant persons (mainly, Board members, officers and management) and monitoring follow-up action as directed by the Board; and
- drafting written resolutions to be adopted in the interim between one Board meeting and the next.
Pre and Post Shareholders’ Meetings
Whether a company is planning an AGM, EGM or a class member meeting, we are available to issue notices of the meeting, circulate the agenda and proxy forms, collate the signed proxy forms, attend the meeting, draft the minutes and handle associated tasks.
Support to Directors
Insofar as there are no conflicting positions between the company and the members of its Board, our team will provide ongoing support and guidance to Board members on their statutory fiduciary and corporate governance duties, act as an interface between new Board members and existing ones and assist with induction and integration, and hold focused awareness and training sessions on subjects topical and relevant to them.
Accountants, Auditors and Tax Compliance
We will be able to source appropriate and suitably qualified accountants and auditors to assist companies to comply with their obligations under our law in relation to the keeping of financial records, the publication of financial statements and regulatory tax compliance.
Training to Company Secretaries
GSL also offers training to other individuals appointed as company secretary. A member of our qualified corporate services and governance team may conduct training sessions to outline the responsibilities of a company secretary and how these should be fulfilled. Practical and hands-on advice is provided during these sessions.
We are also happy to discuss other corporate administration services you might require or propose to us over and above the ones we have described.