The Compliance Officer is the regulator’s invisible arm in that it ensures that the institution’s business is being conducted in line with regulations, internal policies and procedures. Checks are carried out primarily through compliance monitoring programmes; be they on-site or desk based reviews. The fulcrum of the findings prompted by the reviews is to bring these to the attention of senior management. Senior management is ultimately responsible for the establishment and maintenance of the compliance function and in ensuring that the business is carried out in line with regulatory requirements.
The aim of this course is to provide participants with an overview of the fundamental precepts of Maltese company law. Following an analysis of the distinction between the various types of corporate vehicles available in terms of Maltese law, the course will focus on private and public limited liability company, from creation to dissolution. Fundamental doctrines such as separate legal personality, limited liability, and the lifting or piercing of the corporate veil will be analysed. The various types of share capital, the increase, reduction and transfer of share capital, and the doctrine of capital maintenance will also be discussed. This is followed by an analysis of the regulatory and practical implications of the governance of companies, in the context of a global trend towards more regulation and the need of companies to adhere to strict ethical and legal business practices so as not to jeopardize their corporate brand and business in general. Particular focus will be laid on the duties and responsibilities of directors and, specifically in respect of listed companies, the need to instil a governance culture aligned with the Code of Principles of Good Corporate Governance set out in the Listing Rules. In the final part of the course the substantive and procedural aspects of dissolution, winding up and insolvency, as well as the procedures of company rescue and corporate recovery will be examined.
Non-financial considerations will be explored and thereby the legal, regulatory and tax aspects of the mergers and acquisitions (M&A) process will be discussed. The session will then also delve into the financial and accounting aspects. Attendees will be able to explore the different steps involved and the thought process underlying the whole transaction, an overview of the valuation of the target company, and calculation of goodwill post transaction. Practical scenarios will be shared with attendees, identifying examples where changes to the systematic approach adopted would need to be introduced in view of the particular attributes of the target company. Following the session, attendees will be able to better understand the M&A process and the various implications to be considered.
Whistleblowing is one of the largest forms of detection of occupational, fraud, bribery and corruption and one of the best methods for the prevention of commercial crime. Yet, there are still individuals who, due to fear of retaliation, do not report any wrongdoings as there is a perception that these whistleblowers are not afforded enough protection. With the implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law (also known as the "Whistleblower Protection Directive"), the EU is sending a strong message that those employees seeking protection or retribution from exposing and disclosing wrongdoing, will receive it. The Directive was transposed into Maltese legislation on 18th December 2021 and sets out the requirements for EU members states regulations in relation to the protection of whistleblowers and disclosures. This course is intended to provide some insights on what impacts the Directive and local legislation have on a national level, which entities fall within scope and what procedures should be put in place to ensure entities remain in compliance of the legislation.
This course has been tailored to provide attendees with a best practice approach in implementing a sound corporate governance framework, in line with the regulator’s expectations. The MFSA’s launch of the Corporate Governance Code in 2022 has established a set of principles which are to be applied by authorized persons on a ‘best effort basis’. The Corporate Governance Code is applicable across sectors, to all unlisted entities authorised by the MFSA.
Participants will learn the basic investing concepts, the many different variations of traditional investments available and which type of investments are most suitable for their needs. The course will delve into the history of the capital markets, their role in the economy, the different types of markets, and the activities of exchanges. Participants will also learn about the difference between bonds and equities, what they are, their special characteristics and terminology, how they are priced and the risks of owning such investments. Students will also learn about various investment styles such as value, growth, and fund investing. Students will be taught how to and why they should take a critical look at all investing options based on sound risk/reward assumptions.
This course aims to provide a high-level overview of Environmental (E), Social (S) and Governance (G) criteria (ESG), and will serve as a general introduction to this fast-growing and ever-changing sector. The course will be informally split into three distinct sections; the first of which will largely focus on the main tenets of ESG: what it means, what it seeks to achieve and its development through time. The second section of this course will focus on the pertinent regulatory developments in the ESG sector, including the Taxonomy Regulation, the Sustainable Finance Disclosures Regulation (SFDR) and the upcoming Corporate Sustainability Reporting Directive (CSRD), and their implications on market players falling within their scope. The third and final section of this course will then seek to provide examples of the practical applicability of ESG both locally and internationally, and will further explore what the future holds for this expanding sector.
Students will learn how trusts are legal relationship created by one party and places assets under the control of another party referred to as the trustee for the benefit of the beneficiary. Participants will learn the intricacies of trusts, and the legal and tax ramification of their setup. There will also be discussions related to how to properly craft trust deeds and articulate the powers of trustees. Also students will learn why trusts are formed such as for the protection of assets or estate planning and why trustee independence helps avoid any suggestion that the settlor continues to have control of the trust assets.
This course covers the fundamentals of securitisation and key features of structures typically adopted, following a brief introduction setting the context for the prevailing state of affairs over a decade after the global financial crisis from which securitisation as an alternative method for financing emerged severely bruised. The course will delve into the different types of securitisation transactions and the players involved, as well as provide an overview of the relevant regulatory framework at both European and local levels. The lecturer will then explore the more intricate elements of securitisation, including the advantages inherent in securitisation transactions, such as true sale, bankruptcy remoteness and the possibility of forming securitisation cell companies and innovative structures, such as reinsurance special purpose vehicles. The course will conclude with a commentary on what the future holds for securitisation in Malta.
Raising capital is a difficult but essential part of running Capital markets - practical issues any business. Even the most creative ideas or business plans can only get you so far. It is therefore inevitable that businesses will need funding in order to grow. Although one of the biggest challenges businesses face is raising finance, various options exist and businesses can raise capital through capital markets, bank finance, private placements or business angels amongst others. The training session will give an overview of all sources of finance, focusing more on the capital markets available in Malta, and the practical issues encountered when raising finance and how business go around them.
Whether at top executive, middle management or even junior administrator level, conveying information, a message or even intent clearly, flawlessly and in appropriate detail is critical for getting the message across, establishing attention, winning business and building continued success. Business writing must form a credible basis upon which sound decisions may be taken. In this regard, besides communicating information accurately in an appropriate format, effective business writing demonstrates rationale, enhances credibility, carries influential impact, and conveys suitable courtesy. All powerful determinants for maintaining interest, rapport and enhancing sustainable achievement in the world of business. This short course gives practitioners, managers and administrators insights into sharpening and enhancing their business writing and communication skills in multiple and varied business contexts such as writing with impact and garnering results, drawing up reports as a sound basis for decision-making and outcome reporting, minute taking as well as delivering and presenting to an audience.
This course will provide an introduction to basic capital markets concepts and terminology, the fundamental considerations (and quid pro quo analysis) that any company offering securities to the public to the first time needs to keep in mind. Participants will be given a general understanding of the listing process, the various parties involved and all the relevant Maltese and EU legal and regulatory requirements that issuers must comply with, both prior to listing and on an ongoing basis. Practical examples will be provided throughout the course to better illustrate the issues being discussed.
/Many individuals hold investments in property as well as shareholding in companies. There are several instances when shares exchange hands for one reason or another, and of course property is an asset that is easily and often sold or transferred to a third party for one reason or another. This course will delve into the capital tax treatment on the transfer of shares in companies, as well as the tax implications of property transfers. The capital gains tax rates that apply depending on the circumstances, their calculation, and any exemptions that may be applied will be explained in ‘plain English’ and non-technical terms. The course will also address c apital gains taxation on shares traded on international exchanges
Participants will be introduced to the Digital Operational Resilience Act (DORA). The European Commission (EC) prioritised making Europe fit for the digital age by building a future-ready economy. The Digital Operational Resilience Act (DORA) supports a new digital finance strategy to ensure that the EU embraces the digital revolution and drives it with innovative European firms in the lead. The regulation covers a range of financial institutions that are regulated at the EU level to ensure consistency among the Information and Communication Technology (ICT) risk-management requirements that are applicable to the financial sector. This course will explain the objectives of DORA and cover the key obligations under this new directive.
This course covers material relating to structured products also known as market linked investments or synthetic investment instruments which are designed to facilitate highly bespoke risk and return objectives. Students will learn how investment banks pre-package financial instruments using derivatives, a basket of securities, single securities, and other capital market products. Participants will learn that structured products are normally used as a low cost alternative to a direct investment as part of the asset allocation process or to hedge risk found within an investment portfolio.
‘Beneficial owner’ means any natural person who ultimately owns or controls a legal entity or express trust or similar legal arrangement, as well as any natural person on whose behalf or for the benefit of whom a transaction or activity is being conducted. Beneficial ownership transparency is an item of high priority at a global, EU and local level. In view of Malta’s previous greylisting, beneficial ownership concealment has been a high-priority agenda item locally, with a number of thematic visits taking place by the regulator. This area is fundamental to AML and needs to be given due importance; this course will help compliance practitioners to carry out their role more effectively.
This session will provide an in-depth look at the continuing disclosure obligations emanating from Chapter 5 of the Capital Markets Rules applicable to Issuers in terms of the said Rules. This session will cover both periodic financial reporting as well as ad hoc disclosure obligations, and should be particularly relevant to equity and debt issuers listed on the main market of the Malta Stock Exchange as well as entities contemplating listing.
This course will delve into the regulatory universe applicable to Company Service Providers (CSPs) in Malta, paying particular attention to the role of the regulatory Compliance Officer in line with the MFSA’s expectations. The course aims to provide attendees with an understanding of the core function of the Compliance Officer, as a key officer within a CSP, tasked with implementing a sound compliance function, monitoring the latter’s viability and escalating any identified deficiencies to the Board for action.
This interactive course will help attendees to understand what anxiety is and will outline some simple yet very effective ways of managing anxiety. The attendees will also learn about the various causes of anxiety, the cycle of anxiety and the difference between anxiety and stress. There will be an in depth discussion on how to find ways of breaking the cycle, with a spotlight on mindfulness, and challenging unhelpful thoughts. This very useful course is ideal for persons who are trying to cope with the current pandemic circumstances and will help them to cope with the current environment as well as with life’s stressful everyday circumstances.
In terms of the PLMFTR, subject persons are required to identify and assess the risks of money laundering and terrorist financing their businesses are exposed to. In doing so, subject persons need to reflect these risks in their BRA, taking into consideration any risk exposure identified during the assessments of the JRA and any client risks identified in the CRA. These 3 important documents need to be linked so that a subject person can understand the risk exposures and take mitigating measures as necessary.