Financial Crime World

Malta Financial Regulation and Governance Get a Boost with New Corporate Governance Code

The Malta Financial Services Authority (MFSA) introduced its Corporate Governance Code in August 2022, aimed at enhancing governance structures and promoting good corporate practices.

Applicability

The code is applicable to all unlisted entities authorized by the MFSA to provide financial services from or within Malta. This includes entities operating in various sectors such as insurance, banking, investment services, and listed companies.

Key Principles

The code is designed to guide board members and practitioners in implementing effective governance practices that balance the interests of various stakeholders, including:

  • Shareholders
  • Employees
  • Banks and other lenders
  • Government
  • Customers
  • Suppliers
  • The community at large

The code is organized into four main sections:

Effective Board

  • Require at least one director to be an independent non-executive director
  • Define board remit and power in a written document, such as a board charter or terms of reference

Internal Controls

  • Establish effective internal controls and risk management processes
  • Ensure that internal controls are documented and regularly reviewed

Stakeholder Engagement

  • Engage with stakeholders to understand their needs and expectations
  • Respond promptly to stakeholder concerns and feedback

Corporate Culture, Corporate Social Responsibility, and ESG (Environmental, Social, and Governance)

  • Foster a culture of integrity, transparency, and accountability
  • Promote corporate social responsibility and sustainability
  • Incorporate ESG considerations into decision-making processes

Principle of Proportionality

The code’s application will depend on the principle of proportionality, taking into account factors such as:

  • Entity size and complexity
  • Balance sheet
  • Legal form
  • Type of activities performed
  • Geographical presence
  • Client base

Combination of Soft Law Mechanisms and Mandatory Provisions

The introduction of the code has led to a combination of soft law mechanisms and mandatory provisions in sector-specific regulatory frameworks. The effectiveness of sector-specific rules will continue to override the provisions of the code, and in cases of conflict, applicable laws, regulations, or rules will prevail.

Conclusion

The corporate governance code is a crucial tool for regulated entities in navigating the complex governance landscape. It is essential for authorized entities to familiarize themselves with the code’s principles and recommendations to ensure compliance and promote good corporate governance practices.