Corporate Governance and Compliance
THE BOARD OF DIRECTORS
The full maximum complement of the Board is of five Non-Executive Directors and three Executive Directors; a balance that is entrenched in the Company’s Memorandum and Articles of Association, which requires that the CEO is an ex ufficio director together with a maximum of two other senior executives of the Company.
The presence of top executives on the Board is designed to ensure that all the Non-Executive Directors have direct access to the individuals who have the prime responsibility for the day-to-day operations and executive management of the Company. Furthermore, the presence of top executives allows for the implementation of policies that allow effective discussion and the availability of all the information necessary for the Board to carry out its function in the best possible manner.
The members of the Board are listed below:
| DIRECTOR | TITLE | DIRECTOR SINCE |
| Mr Nikolaus Gretzmacher | Chairman & Non-Executive Director | 2012 |
| Ms Rita Heiss | Non-Executive Director | 2015 |
| Dr Cory Greenland | Non-Executive Director | 2015 |
| Dr Wolfgang Koeberl | Non-Executive Director | 2016 |
| Mr Florian Nowotny | Non-Executive Director | 2017 |
| Mr Alan Borg | CEO and Executive Director | 2012 |
| Mr Christian Schrötter | CFO and Executive Director | 2025 |
The Board typically meets every 8 weeks. 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.Â
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 more than 40 per cent of the issued and voting capital of the Company, and together with Mr Wolfgang Koeberl are also employees of Flughafen Wien AG, the company’s parent company. Notwithstanding the above relationship the Board still considers Mr Gretzmacher, Ms. Heiss and Mr Koeberl, as having the required skills, experience and integrity to retain their independence and impartiality in acting as directors of the Company.
THE EXECUTIVE COMMITTEE
The Board’s link to the Executive Committee is principally the CEO, together with the other two Executive Directors on the Board, both of whom are member of the Executive Committee.
The Executive Committee comprises the Executive Directors and the heads of each business unit of the Group. The role of the Executive Committee is that of policy execution, business development, finance, security, administrative and personnel matters. It also makes recommendations to the Board on matters which are beyond its remit. The Chief Executive Officer chairs the Executive Committee.
The members of the Committee are listed here.
THE AUDIT COMMITTEE
The Board consists of three (3) Non-Executive Directors, namely Ms Rita Heiss, Mr Florian Nowotny, and Dr Cory Greenland. The Committee has the power and authority under its terms of reference to summon any person to assist it in the performance of its duties.
When the Audit Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall make recommendations to the Board on the action needed to address the issue or make improvements.
In ensuring compliance with other statutory requirements and with continuing listing obligations, the Board is advised directly, as appropriate, by its appointed broker, legal advisor and external auditors.
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at the Company’s expense.
Persons Discharging Managerial Responsibilities (PDMR) Notification
The following directors have declared their interests in the share capital of the Company:
| Name of Issuer | Persons Discharging Managerial Responsibilities | Date | Instrument Type | Nature of Transaction | Place of Transaction | Currency | Price | Volume | Other Information |
| Malta International Airport | Â Mr Nikolaus Gretzmacher & Ms Rita Heiss | 17/02/2016 | Equity | Bought | Malta Stock Exchange | Euro | 4.74 | 100 | Director on behalf VIE Shops |
Dr Cory Greenland also has a beneficial interest.
No other director has a beneficial or non-beneficial interest in the Company’s share capital.
Internal Control and Compliance
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute, assurance against normal business risks or loss.
Through the Audit Committee, the Board reviews the effectiveness of the Company’s system of internal controls, which are monitored by the Internal Auditors on a regular basis.
The key features of the Company’s system of internal control are as follows:
Organisation
The Company operates through the CEO and Executive Committee with clear reporting lines and delegation of powers.
Control Environment
The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities.
All employees of Malta International Airport plc are required to observe the highest standards of business integrity and respect legal obligations, including those arising under EU regulation during the course of their duty and whilst employed by the Group. Legal obligations include but are not limited to aviation safety, occupational health and safety, environmental protection, data protection, corruption and other criminal acts.
Anyone that becomes aware, or has reasonable suspicion, of improper practice by an employee of the Group should raise the matter promptly so that the matter can be investigated and addressed immediately. The Group is committed to promptly investigate any reports received and has established a dedicated channel for receiving such reports.
The Group has a duty of confidentiality and will therefore not reveal any information that identifies or may lead to the identification of the whistleblower unless express and written consent is given by the whistleblower.
Whereas the Group is committed to protecting whistleblowers from retaliation or detrimental action, legal or disciplinary action may be considered against individuals who submit false reports in bad faith.
Electronic Whistleblower Reporting System
Individuals who would like to raise a concern about an employee of the Group, may do so by submitting a report through the online system by clicking the button below.