Obligations of Company Directors

This 8-hour programme, spread over two sessions, focuses on the obligations of directors of Maltese companies. The main aim of the course is to provide a good understanding of the legal principles relevant to directors and a practical context to each of them. The programme will include case studies designed to reinforce key topics addressed throughout the two sessions.

Who is it for?

The course is suited to directors, prospective directors, company secretaries, corporate office and company administrators.

What will I gain?

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.

Course programme – Two Sessions - An assessment will be given at the end of the training programme.

(1)     The sources of the directors’ obligations under 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

(2)     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

-          Ad hoc legislation – Clear responsibilities/onerous obligations – Income Tax/VAT/FSS/Occupation Health & 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

(3)     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

(4)     The termination of the appointment

-          Resignation

-          Removal

-          The appointment of a liquidator or special administrator

(5)     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

(6)     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

(7)     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 

Course Funding:

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