Directorship Series 2023/2024 The transformation of directors’ responsibilities in recent years is undoubted. Whilst traditionally directors were the drivers behind the operations of a company, nowadays, directors are being asked to also be drivers of change; in a world where the only constant is change. It is therefore not surprising that the matters which directors are required to analyse, implement and oversee in the course of the operations of a company keep increasing. Boards are expected to go beyond internal governance, risk and compliance considerations, which, nevertheless, are and will remain core considerations to any operation; but, in addition, board members are required to look at environmental impact considerations, social responsibilities, governance issues relating to sustainable finance, as well as whistleblowing, sanctions, and market abuse regulations amongst others. Directors are not required to be experts in all these fields. But, the collective skillset of the Board members must be such as to ensure that the organisation has competent individuals at its helm, who are able to set and give direction on the organisation’s culture, strategy and appetite relating to the relevant topics. Inevitably, the question arises … were does one draw the line? What are the matters which directors should take into consideration when setting the organisation’s strategy and supervise the relevant functions? What questions should directors be asking to ensure compliance with the relevant requirements? How does the obligation to act professionally and skilfully in the management of the operations of a company, translate into practical examples? During the Directorship Series, we will be discussing several topics which are pertinent for executive and non-executive directors alike. The Directorship Series is aimed at raising awareness amongst directors of their obligations at law and in terms of applicable regulatory frameworks. Focus will be on giving thorough practical guidance on how best to manage the organisation’s compliance risk and reputational risk, taking into account all stakeholders. Distinguished speakers will also provide attendees with insights on the challenges encountered by operators and best practice on the practical implementation of legal and regulatory requirements. Session 1 - The role and duties of directors and their suitability Monday 2nd October 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: The role and fiduciary nature of the office of director Appointment, removal and disqualification The fundamental duty: Acting in the best interests of the company Standard of care required of directors Other duties and responsibilities Competence, independence of mind and other suitability requirements Liability and breach of duties Lecturers: Catherine Formosa (Senior Associate, Ganado Advocates) Clement Mifsud-Bonnici (Senior Associate, Ganado Advocates) Session 2 - Anti-financial crime: Are we getting it right? Monday 16th October 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: Financial crime framework and legislative requirements Best practice and benefits Assessing effectiveness of controls Board involvement Lecturer: Mario Zerafa (Senior Associate, Ganado Advocates) Session 3 - Governance: The foundation of successful organisations Monday 6th November 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: Governance Code Principles of good governance Governance frameworks Three lines of defence and their functions Reporting to the Board Lecturers: Marina Grech (Partner, Ganado Advocates) James Farrugia (Partner, Ganado Advocates) Session 4 - Sanctions: Demystifying the sanctions regime Monday 20th November 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: Type of sanctions Legislative framework Latest developments Applicability Consequences of non-compliance Reporting to the SMB Risk assessment Circumvention Policies and procedures Lecturer: Mario Zerafa (Senior Associate, Ganado Advocates) Session 5 - Market Abuse Monday 4th December 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: The legal landscape The definition of ‘inside information’ Insider dealing Unlawful disclosure of inside information Market manipulation Disclosure of inside information Keeping of insider lists PDMR notifications Policies and procedures Sanctions regime / selected case law Lecturer: Beppe Degiorgio (Associate, Ganado Advocates) Session 6 - Compliance management: A strong link within the chain Monday 18th December 2023 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: Compliance function and its role Compliance monitoring plan Handling non-compliance events Staff training Reporting to the Board Lecturer: James Farrugia (Partner, Ganado Advocates) Session 7 - Your third line of defence: Do you really need it? Monday 8th January 2024 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: The third line of defence and its role Benefits of internal audit Internal audits in practice Lecturer: Mario Zerafa (Senior Associate, Ganado Advocates) Session 8 - ESG and sustainable finance: A game changer? Monday 29th January 2024 Time: 4pm – 6pm (Registration starts at 3:30pm) Topics: EU developments Disclosures in prospectuses Taxonomy Regulation Sustainability preferences CSRD Lecturers: Luke Hili (Associate, Ganado Advocates) Paul Falzon (Senior Regulatory Advisor, Ganado Advocates) Registration Embark on the comprehensive course encompassing all 8 sessions, available at the price of 200 euros, VAT included. RegistrationVenue The Phoenicia, Malta View map Should you have any questions about the seminar or if you have trouble accessing any of the links, kindly contact the marketing team on firstname.lastname@example.org or call on +356 2123 5406.