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Corporate Governance

Pursuant to the requirements of the Listing Rules of the Malta Financial Services Authority, the Board has taken cognizance of the Company’s size and modest scale of operations when deciding the most appropriate manner to ensure adherence with these principles. The company employs a staff complement of ten full time employees. This size limitation inevitably impacts on the structures required to implement all the Principles, without diluting their effectiveness of thereof.

Composition of the Board

In compliance to the company’s Articles of association, the appointment of directors is reserved exclusively to the Company’s shareholders. The board is composed of the following Directors:

Mr David G. Curmi
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Mr David G. CurmiChief Executive Officer of MSV Life p.l.c., Malta’s leading provider of life insurance protection, long term savings and retirement planning. MSV Life p.l.c. is jointly owned between MAPFRE Middlesea p.l.c. (a MAPFRE company) and Bank of Valletta p.l.c. David is also Chief Executive Officer and Director of Growth Investments Ltd. a wholly owned subsidiary of MSV Life p.l.c., director of MAPFRE Middlesea p.l.c. (a MAPFRE company), director of Middlesea Assist (a MAPFRE company), director of Plaza Centres p.l.c., director of Midi p.l.c., Chairman of the National Development and Social Fund, Chairman of Trade Malta Ltd. and Chairman of L.B. Factors Ltd. Formerly David served as President of the Malta Chamber of Commerce, Enterprise and Industry, member of the Council of Presidents of Business Europe and President of the Malta Insurance Association. David started his career in the insurance industry over thirty years ago. David is an Associate of the Chartered Insurance Institute of the United Kingdom and a Chartered Insurer.
Prof. Emanuel P. Delia
Emanuel-Delia
Prof. Emanuel P. DeliaE P Delia held posts in academia, public sector institutions and private organisations.  He was a Director of the Central Bank of Malta, Middle Sea Insurance and Aon Malta Limited, Chairman of Mid-Med Bank Limited and is currently Chairman of APS Bank Limited, Amalgamated Investments SICAV p.l.c. and Mercury p.l.c.
Mr Charles J. Farrugia - Chairman
farrugia
Mr Charles J. FarrugiaMr Charles J. Farrugia was appointed Chairman of Plaza Centres p.l.c. in October 2015. He has been a non-Executive Director of the company since 25 April 2008. Mr Farrugia worked in the banking sector for 35 years and sat on a number of boards and committees within the HSBC Malta Group. Before retirement, in December 2009, he held the post of Head Global Banking & Markets and was a senior executive director of HSBC Malta p.l.c. for a number of years. Mr Farrugia holds the position of non-executive director with several other Maltese companies.
Mr Alan Mizzi
Mr. Alan Mizzi
Mr Alan MizziMr. Alan Mizzi was appointed as a Non-Executive Director of Plaza Centres p.l.c. with effect from 23 September 2015. He is currently the Managing Director of Homemate and The Atrium, Chief Financial Officer of the Alf Mizzi Group and Director of Midi p.l.c.  During the past 5 years, Mr. Mizzi held Directorships of various companies including Alf Mizzi & Sons, Alf Mizzi & Sons Marketing, Homemate Co. Ltd, Inspirations Ltd, Mizzi Associated Enterprises Ltd, Mellieha Bay Hotel, Systec Ltd and Strand Electronics Ltd.
Mr Brian Mizzi
bmizzi
Mr Brian Mizzi

Mr. Brian Mizzi sits on the Board of Directors of Mizzi Organisation and has over forty years of active service working within the organisation. He serves as Managing Director for The General Soft Drinks Co. Ltd., bottlers and distributors of Coca-Cola products in Malta, and has been actively involved since it was acquired by Mizzi Organisation. Mr. Mizzi is also Managing Director for Arkadia Marketing Ltd., one of Malta’s leading shopping centres and a retail company. Mr. Mizzi is also heavily involved in the tourism industry; he is the Managing Director for The Waterfront Hotel, as well as being a Director representing Mizzi Organisation’s interests, on the board for Mellieha Bay Hotel and Kemmuna Ltd., owner of the Comino Hotel. Also in Brian Mizzi’s directorship portfolio is The Institute of English Language Studies Ltd. of which Mizzi Organisation is a substantial shareholder. One of the companies Mr Mizzi is Managing Director of, namely Arkadia Marketing Ltd., has recently won the government tender for the restoration and operation of the Valletta Market. This project will be commencing in the early part of 2016.

Mr Etienne Sciberras
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Mr Etienne SciberrasEtienne Sciberras is the Chief Risk Officer of MSV Life p.l.c. In February 2016, he has also been appointed Risk Officer for Mapfre Middlesea pl.c. Mr. Sciberras is a Fellow of the Chartered Certified Accountants and a Certified Public Accountant. He obtained an Honours Degree in Management from the University of Malta and is also a holder of the right to use the Chartered Financial Analyst® designation.
Mr Gerald J. Zammit
Gerald J. Zammit
Mr Gerald J. ZammitHas been a Plaza Board member since 2005 and an Executive Director and a member of Plaza’s Audit Committee since June 2013.  Mr. Zammit has been an active member of Plaza’s Executive Management Team and Plaza’s Marketing Committee since Plaza’s inception in 1993. Mr. Zammit also serves as CEO of Link Petroleum Services Ltd, Link Mineral Services Ltd and Agopay Ltd.  He is the Managing Director of Creative Marketing Ltd, Managing Partner at Delta Tech Ltd and board member of Sliema’s Business Community Association.

The Executive Committee

The Executive committee is the highest delegated authority by the board in overseeing the activities and management of the company. The members of the Executive Committee are:

Mr Lionel A. Lapira - Chief Executive Officer
LAL AR (2)
Mr Lionel A. LapiraMr Lapira joined the Company on 1 July 1994 and occupied various positions over the years including Commercial Manager, Company Secretary, Compliance Officer and General Manager in 2000. He has served as a member of the Company’s Executive Management Committee since 1994 and was appointed Chief Executive Officer on 1 January 2005, and Chairman of the Plaza Marketing Committee since this date. He has been a member of the International Council of Shopping Centres (ICSC) and British Council of Shopping Centres since 1995 and was awarded accreditation by the ICSC as a Certified Marketing Director in 1999. His responsibilities include business development, finance, health and safety, human resource management and training, leasing, marketing, project management, operations management and security. With qualifications and experience in finance, diplomatic studies, management and marketing, Mr Lapira obtained his Masters in Business Administration at Henley-Brunel University in 2005. Prior to joining the Company, he occupied a number of senior management positions in the local hospitality, entertainment and leisure industry. Between 1996 and 2004 Mr Lapira served, on a voluntary basis, on the Board of Governors of a leading, private, not for profit school providing an educational service for 1,000 students and was appointed Chairman of the School Board between 1999 and 2002. In 2008, together with other leading business people in Sliema’s Prime Commercial Area, he was a founding member of the Sliema Business Community serving the Business Community’s interests until he resigned in 2011.
Mr Charles J. Farrugia - Chairman
farrugia
Mr Charles J. FarrugiaMr Charles J. Farrugia was appointed Chairman of Plaza Centres p.l.c. in October 2015. He has been a non-Executive Director of the company since 25 April 2008. Mr Farrugia worked in the banking sector for 35 years and sat on a number of boards and committees within the HSBC Malta Group. Before retirement, in December 2009, he held the post of Head Global Banking & Markets and was a senior executive director of HSBC Malta p.l.c. for a number of years. Mr Farrugia holds the position of non-executive director with several other Maltese companies.
Mr Gerald J. Zammit - Director
Gerald J. Zammit
Mr Gerald J. ZammitHas been a Plaza Board member since 2005 and an Executive Director and a member of Plaza’s Audit Committee since June 2013.  Mr. Zammit has been an active member of Plaza’s Executive Management Team and Plaza’s Marketing Committee since Plaza’s inception in 1993. Mr. Zammit also serves as CEO of Link Petroleum Services Ltd, Link Mineral Services Ltd and Agopay Ltd.  He is the Managing Director of Creative Marketing Ltd, Managing Partner at Delta Tech Ltd and board member of Sliema’s Business Community Association.
Mr David Soler - Head of Operations
Mr David Soler
Ms Charmaine Xuereb Vella - Finance & Admin. Executive
Ms Charmaine Xuereb Vella

The Audit Committee

In compliance with the requirements of the Listing Rules issued by the Listing Authority the Board of Directors established an Audit Committee to support it in its responsibilities in dealing with issues of risk; control and governance; and associated assurance.

The Committee’s terms of reference of the Audit Committee establish the composition, role and function of the Committee, the parameters of its remit as well as the basis for the processes that it is required to comply with. The Committee is a sub-committee of the Board and directly responsible and accountable to the Board. The Board reserves the right to change these terms of reference from time to time. The Audit Committee is composed of the following Directors:

Prof. Emanuel P. Delia - Member competent in accounting
Emanuel-Delia
Prof. Emanuel P. DeliaE P Delia held posts in academia, public sector institutions and private organisations.  He was a Director of the Central Bank of Malta, Middle Sea Insurance and Aon Malta Limited, Chairman of Mid-Med Bank Limited and is currently Chairman of APS Bank Limited, Amalgamated Investments SICAV p.l.c. and Mercury p.l.c.
Mr Etienne Sciberras - Member competent in accounting
rsz_1pic (2)
Mr Etienne SciberrasEtienne Sciberras is the Chief Risk Officer of MSV Life p.l.c. In February 2016, he has also been appointed Risk Officer for Mapfre Middlesea pl.c. Mr. Sciberras is a Fellow of the Chartered Certified Accountants and a Certified Public Accountant. He obtained an Honours Degree in Management from the University of Malta and is also a holder of the right to use the Chartered Financial Analyst® designation.
Mr Gerald J. Zammit
Gerald J. Zammit
Mr Gerald J. ZammitHas been a Plaza Board member since 2005 and an Executive Director and a member of Plaza’s Audit Committee since June 2013.  Mr. Zammit has been an active member of Plaza’s Executive Management Team and Plaza’s Marketing Committee since Plaza’s inception in 1993. Mr. Zammit also serves as CEO of Link Petroleum Services Ltd, Link Mineral Services Ltd and Agopay Ltd.  He is the Managing Director of Creative Marketing Ltd, Managing Partner at Delta Tech Ltd and board member of Sliema’s Business Community Association.

The above are non-executive directors of the company.

Company Management

The company’s senior management is responsible for all aspects of company’s operations. Responsibilities include, leasing, marketing, finance, operations, property development and management, health and safety public relations and human resource management and development. The company’s’ management structure consists of:

Mr Lionel A. Lapira - Chief Executive Officer
LAL AR (2)
Mr Lionel A. LapiraMr Lapira joined the Company on 1 July 1994 and occupied various positions over the years including Commercial Manager, Company Secretary, Compliance Officer and General Manager in 2000. He has served as a member of the Company’s Executive Management Committee since 1994 and was appointed Chief Executive Officer on 1 January 2005, and Chairman of the Plaza Marketing Committee since this date. He has been a member of the International Council of Shopping Centres (ICSC) and British Council of Shopping Centres since 1995 and was awarded accreditation by the ICSC as a Certified Marketing Director in 1999. His responsibilities include business development, finance, health and safety, human resource management and training, leasing, marketing, project management, operations management and security. With qualifications and experience in finance, diplomatic studies, management and marketing, Mr Lapira obtained his Masters in Business Administration at Henley-Brunel University in 2005. Prior to joining the Company, he occupied a number of senior management positions in the local hospitality, entertainment and leisure industry. Between 1996 and 2004 Mr Lapira served, on a voluntary basis, on the Board of Governors of a leading, private, not for profit school providing an educational service for 1,000 students and was appointed Chairman of the School Board between 1999 and 2002. In 2008, together with other leading business people in Sliema’s Prime Commercial Area, he was a founding member of the Sliema Business Community serving the Business Community’s interests until he resigned in 2011.
Mr David Soler - Head of Operations
Mr David Soler
Ms Charmaine Xuereb Vella - Finance and Administration Executive
Ms Charmaine Xuereb Vella

 

External Auditors

PricewaterhouseCoopers are on an annual basis during the company’s Annual General Meeting by means of a resolution for their appointment.

The contact details of PricewaterhouseCoopers are:

PricewaterhouseCoopers
78 Mill Street
Qormi
MALTA

Tel: +356 2124 7000
Fax: +356 2124 4768

Email: [email protected]
www.pwc.com/mt

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