Malta International Airport p.l.c.Corporate Governance – Statement of Compliance
Year ended 31 December 2024
(continued)Pursuant to generally accepted practices, as well as the Company's Articles of Association, the appointment of Non-Executive Directors to the Board is reserved exclusively to the Company's shareholders, except in so far as an appointment is made to fill a vacancy on the Board.
The Board normally meets every eight (8) weeks and as a matter of Board policy, a guideline was established whereby at its first meeting, meetings are scheduled for the full year. Board meetings concentrate mainly on strategy, operational performance, and financial performance. The Board also delegates specific responsibilities to the CEO and the Committees, notably the Executive Committee and the Audit Committee which operate under their respective formal terms of reference. Directors may, in the furtherance of their duties, take independent professional advice on any matter at the Company's expense.
For the purposes of Code Provision 3.2, requiring the Board to report on whether it considers each Non-Executive Director as independent in line with the requirements of that Code Provision, the Board considers each of the Non-Executive Directors as independent within the meaning of the Code.
Save for what is stated hereunder, none of the Non-Executive Directors:
(a)are or have been employed in any capacity by the Company;
(b)have or have had a significant direct or indirect relationship with the Company;
(c)receive significant additional remuneration from the Company;
(d)have close family ties with any of the executive members of the Board;
(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 of the present or past external auditor of the Company or any Company forming part of the same group; and
(g)have a significant business relationship with the Company.
Mr Nikolaus Gretzmacher, and Ms Rita Heiss (Non-Executive Directors) are currently members of the Board of Directors of Malta Mediterranean Link Consortium Limited, a Company holding 40 per cent of the issued and voting capital of the Company, and, together with Dr Wolfgang Koeberl are also employees of Flughafen Wien AG, the company’s ultimate parent company. Notwithstanding the above relationship the Board still considers Mr Gretzmacher, Ms Heiss and Dr Koeberl as having the required skills, experience and integrity to retain their impartiality in acting as directors of the Company.
In terms of Principle 3.4, each Non-Executive Director has declared in writing to the Board that he/she undertakes:
•to maintain in all circumstances his/her independence of analysis, decision and action;
•not to seek or accept any unreasonable advantages that could be considered as compromising his/her independence; and
•to clearly express his/her opposition in the event that he/she finds that a decision of the Board may harm the Company.
Principle Four: The Responsibilities of the Board
In line with the requirements of Principle Four, it is the Board’s responsibility to ensure a system of accountability, monitoring, strategy formulation and policy development.
The Board believes that this responsibility includes the appropriate delegation of powers to management and the organization of the executive team in a manner that is designed to provide high levels of comfort to the directors that there is proper monitoring and accountability apart from appropriate implementation of policies. The Board delegates specific responsibilities to committees, which operate under their respective formal Terms of Reference.