GLOSSARY

Governance definition

Published by a LexisNexis Pensions expert

What does Governance mean?

The organisational structure and approach to exercising control over an occupational pensions scheme by its trustee board.

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Corporate governance—Malta—Q&A guide

Corporate governance—Malta—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to corporate governance in Malta published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2022). Authors: GVZH Advocates—Luca Vella; Catherine Janula; Nico Fauser 1. What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis? Good corporate governance practices apply to all entities, with the main source of corporate governance being the Companies Act (Chapter 386 of the Laws of Malta), which regulates the division of authority between the board of directors and general meetings of shareholders. The memorandum and articles of association also act as an important source of corporate governance practices, since this document regulates the internal management and administration practices of companies. Public listed entities are subject to the Code of Principles of Good Corporate Governance set out in the Capital Market Rules issued by the Malta Financial Services Authority (the Code). The Capital Market Rules list 12 principles of good corporate governance that public listed companies should endeavour to adopt. If a company chooses not to comply with one or more of the provisions of the Code, it must give a careful and clear explanation with respect to the reason for

Charitable schemes

Charitable schemes Schemes are a distinctive feature of charity law. A scheme may be: • a cy-près scheme which involves altering a charity’s purposes, or • an administrative scheme which alters its administrative provisions A scheme may be made: • by the Attorney General under the Royal Sign Manual where no trust exists, or • otherwise, by either (a) the Charity Commission or (b) the Court Different types of schemes Administrative scheme The court has an inherent equitable jurisdiction to regulate the administration of a charity without altering its purposes by way of an ‘administrative scheme’. An example of this type of scheme is provided by J. W. Laing Trust. This related to a scheme enabling the trustees for the time being to be discharged from an obligation to distribute capital within 10 years of the settlor’s death in exercise of the inherent jurisdiction of the court, with Peter Gibson J finding that the requirement was ‘inexpedient in the very altered circumstances of the charity’. The jurisdiction arises as ‘a branch of the court’s inherent jurisdiction in relation to trusts… [and] charity trustees’ Cy près scheme The court has a statutory jurisdiction to alter the purposes of a charity by way of a cy-près scheme. This jurisdiction arises in the circumstances listed in section 62(1) of the Charities Act 2011 (ChA 2011)). An alteration of the original purposes of a charitable trust can only be achieved

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Personal data sharing agreement—independent controllers—one-way

Personal data sharing agreement—independent controllers—one-way This Agreement is made on [date] Parties 1 [insert name of disclosing party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Disclosing Party), and 2 [insert name of receiving party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Receiving Party), (each of the Disclosing Party and the Receiving Party being a party and together the Disclosing Party and the Receiving Party are the parties). Background (A) The parties have identified a requirement to share the Shared Data for the Permitted Purpose. (B) The parties have decided to create a framework for the [systematic OR ad-hoc OR one-off] sharing of the Shared Data, which is likely to require sharing of the Shared Personal Data. (C) The Disclosing Party considers that it may share the Shared Personal Data with the Receiving Party on the legal basis of the Permitted Lawful Basis. (D) [The parties have completed a data protection impact assessment in respect of the planned sharing of the Shared Personal Data under this Agreement, and have agreed that this Agreement will assist with mitigating certain risks that have been identified.] (E) The parties’ objectives in sharing the Shared Personal Data, and the reasons why that is necessary, are set out at paragraphs 1

Personal data sharing schedule—joint controller to joint controller—two way—balanced

Personal data sharing schedule—joint controller to joint controller—two way—balanced The ScheduleJoint controller arrangements 1 Definitions and interpretation 1.1 In this Schedule: Communication • means a complaint, enquiry, notice, request or other communication (but excluding any Data Subject Request) relating to either party’s obligations under any Data Protection Laws in connection with this Agreement and/or the Processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to any of the foregoing; Consent • means a freely given, specific, informed and unambiguous indication (by a statement or by a clear affirmative action) by which the relevant Data Subject has agreed to the relevant disclosure(s) and/or Processing of the Shared Personal Data relating to them that has not been withdrawn. To the extent the relevant Shared Personal Data is Special Category Personal Data, this definition should be read as if the word ‘unambiguous’ above read ‘unambiguous and explicit’. The terms freely given, specific, informed, unambiguous and explicit in this definition shall be construed in accordance with Data Protection Laws; Contact Point • means, in respect of each party, the person identified as such in accordance with paragraph 1 of Appendix 5 of this Schedule; Controller • has the meaning given in Data Protection Laws; Data Protection Laws • means, as applicable to either party and/or to [insert reference to relevant activities

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How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)?

How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)? Many charities will have board or general meetings scheduled over the coming months and be wondering what steps should be taken to observe social distancing measures and protect attendees, particularly those more at risk from coronavirus (COVID-19). Special rules apply to these meetings and will need to be taken into account. Formal meetings are, of course, only one (albeit an important) aspect of a charity’s operations. Outside formal meetings, staff may be able to work and meet remotely in order to keep services going. Where this is not possible, difficult decisions may have to be made about how best to protect a charity’s beneficiaries and reputation until restrictions around movement are eased. This Q&A is principally directed to charities which are structured as companies. Board decisions: one-off decisions where a meeting cannot be held If a decision is needed at short notice on a specific matter and the trustees are all in agreement, they may act informally where they are unanimous. This has been interpreted by the courts to mean that an agreement signed by all the directors of a company on different dates, and not as a board, is a contract binding the company. By analogy, a decision approved over email by all the trustees

What UK legislation governs the Levy Control Framework (LCF)?

What UK legislation governs the Levy Control Framework (LCF)? The Levy Control Framework (LCF) was introduced in 2011 following the 2010 Spending Review. It is a policy framework for controlling the consumer-funded costs of energy policies, agreed between the then-Department for Energy and Climate Change (now

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Public Law weekly highlights—11 August 2022

This week's edition of Public Law weekly highlights includes the latest updates on the conflict in Ukraine and the sanctions against the Russian state, including an update to PPN 01/22 on Russian and Belarusian supplier contracts. Also featured are selected Brexit headlines, including updates on the second meeting of the Specialised Committee on Social Security Coordination, progress in the UK's international trade priorities, as well as the latest post-Brexit guidance and SIs. Coronavirus (COVID-19) updates include analysis of the COVID-19 Inquiry and a report on the rule of law implications of control technologies. Also in this edition, the Advocate General for Scotland's submission of their written ‘indyref2’ case to the Supreme Court; the Ministry of Justice's response to the consultation on improvements to the judicial disciplinary system; the WTO's launch of a database on gender provisions in regional trade agreements; and the HM Treasury's launch of a consultation on public sector exit payments. This edition further includes analysis of the EU Digital Services Act's ban on 'dark patterns', plus additional updates on judicial review, equality and human rights, information law, and subsidy control and State aid. Case analysis this week includes analysis of the latest judicial review and equality and human rights cases, including analyses of the Court of Appeal's ruling upholding the lawfulness of the Mayor of Greater Manchester's decision to implement bus franchising and the Employment Tribunal's ruling on ‘gender critical’ philosophical belief discrimination.

In-house Advisor weekly highlights—11 August 2022

Welcome to this week’s edition of the In-house weekly highlights, a curated summary of news analysis and new content from across the legal landscape. These highlights focus on key risk & compliance, commercial, corporate, information law and employment developments that will be relevant to most in-house lawyers.

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