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
The UK Stewardship Code Background The origins of the UK Stewardship Code lie in Sir David Walker’s final review of corporate governance in UK banks and other financial institutions, along with his final recommendations (Walker Review), published on 26 November 2009. The Walker Review was principally driven by a perception that corporate governance failures contributed to the financial crisis in the UK that began towards the end of 2008, and it recommended a number of changes to the UK corporate governance regime. These included recommendations that the then existing Code on the Responsibilities of Institutional Investors prepared by the Institutional Shareholders’ Committee (ISC Code) should be ratified by the Financial Reporting Council (FRC) to operate as a stewardship code for institutional investors, setting out principles of best practice to be applied on a ‘comply or explain’ basis. Following a consultation, the FRC published the first version of the UK Stewardship Code in July 2010, which was largely based on the previous ISC Code. The Stewardship Code supplements the UK Corporate Governance Code (UKCG Code) and aims to enhance the quality of engagement between institutional investors and companies. It is thought that this, in turn, will help to improve long-term returns to shareholders and result in the efficient exercise of governance responsibilities. Versions The current version of the UK Stewardship Code (2020 Stewardship Code) was published in October 2019 and applies to
Discover our 1680 Practice Notes on Monitor
Lease of whole building—hotel LR1. Date of the lease [date] LR2. Title Number(s) LR2.1 Landlord's title number(s) [title numbers out of which this lease is granted. Leave blank if not registered] LR2.2 Other title numbers [existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made] LR3. Parties to this lease Landlord [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Tenant [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Other parties [ Guarantor [[name of Guarantor] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address]] [details and specify capacity of other parties (eg management company etc)]] LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. The Property as defined in clause 1. LR5. Prescribed statements etc LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003. [None. OR [applicable prescribed statement]. OR See clause [relevant clause reference].] LR5.2 This lease is made under, or by reference to, provisions of: Not applicable. LR6. Term for which the
Lease of bare land for car parking style="caps">DATE [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] (Tenant) 1 Definitions In this Lease, the following definitions apply: 1987 Order • the Town and Country Planning (Use Classes) Order 1987, SI 1987/764 in its form as at 31 August 2020; 2003 Order • the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, SI 2003/3096; Adjoining Property • any property adjoining or near to the Property; Annual Rent • £[amount] a year; Competent Authority • any authority which has jurisdiction in relation to the Property, its occupation or use; Conduits • any media and associated equipment for conducting energy, data or substances; Consent • a written consent obtained from the Landlord; Costs • are any costs, losses, damages and liabilities, whether or not resulting from claims, demands, actions or proceedings; Deposit • £[amount]; Forfeiture Event • (a) the instigation of any process or proceedings: i for the appointment of an administrative receiver, administrator, liquidator, monitor, provisional liquidator, receiver (or manager), supervisor, or trustee in bankruptcy, in relation to the Tenant or its property; or ii by way of execution or enforcement of any debt against any assets of the Tenant; (b) the Tenant: i is unable to pay its debts within the meaning of section
Dive into our 314 Precedents related to Monitor
What is a REIT and are there any issues which need to be considered when lending to a REIT? What is a REIT? REIT stands for 'real estate investment trust'. A REIT is effectively a tax-free vehicle for real estate investment, with tax levied at the level of the investors rather than in the vehicle. The REIT regime was designed to provide 'liquid and publicly available property investment vehicles which are available to a wide range of investors' and which would raise 'productivity in the commercial property sector'. For more information on the REIT regime, see Practice Note: Real estate investment trusts—summary. Issues which should be considered when lending to a REIT When lenders are considering lending to a REIT, in many ways the credit analysis is the same as for other borrowers. For example, lenders need to consider: • the nature of and the risks associated with the portfolio of assets held by the REIT • the projected income for the business, from which the debt will be serviced • the general credit risk attached to the business, and • the nature of the security package on
See the 59 Q&As about Monitor
Welcome to the Pensions weekly highlights from the Pensions team. This week's edition of Pensions highlights includes a review of key news stories, as well as dates for your diary and trackers.
Pensions analysis: In March 2021 the Department for Work and Pensions (DWP) launched an evidence-gathering consultation on the consideration of social risks and opportunities by occupational pension schemes. Amy Davies, senior associate, and Adam Reeves, trainee solicitor at Burges Salmon LLP, comment on the DWP’s response.
Read the latest 2078 News articles on Monitor
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.
**Trials are provided to all LexisNexis content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisNexis services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
"The forms and precedents section is essential so that I can quickly and easily look up provisions to include in templates or bespoke project contracts."
Access all documents on Monitor
0330 161 1234