We are
proud to be celebrating our 46th anniversary in 2019. Economicard Group of
Companies offers a wide and diverse range of services. It was set up in 1973,
offering a “cash discount card” service to the general public. The Group then
moved on to offering travel and insurance services. Soon after, the Group
diversified its services to shipping, finance and legal services.
John A.
Gauci-Maistre K.M. is the founder and CEO of the Economicard Group of companies
which embraces:
•
Economicard Worldwide Limited
•
GM International Services Limited
•
GM Corporate and Fiduciary Services Ltd
•
Gauci – Maistre Xynou (Legal | Assurance)
•
GM International Conferences and Exhibitions Limited
Although
constantly evolving, in more recent years, the role of the Company Secretary
has undergone a significant shift both in the way it is perceived externally
and also in its actual fulfilment within an organisation. Whereas historically
defined rather restrictively as mainly administrative in nature, the Company
Secretary is now expected to fulfil a much broader brief. This change has
mostly come about as a result of the need for a more effective corporate
governance framework which promotes increased transparency and accountability
within the organisation. In the wake of corporate scandals the likes of
Maxwell, Enron and Polly Peck spanning over the last few decades, many changes
have been brought about in the corporate field across different jurisdictions.
The actual
requirements for the appointment of a
Company Secretary within an organisation’s set up vary between
jurisdictions. In the United Kingdom,
all public companies are obliged to appoint a Company Secretary. In the case of
private companies however, by virtue of the 2008 amendments to the Companies
Act, this requirement was dispensed with; unless the company’s Articles of
Association specifically retain or impose this requirement. The rationale
behind this was seemingly to relieve the burden on some of the smaller private
companies. Albeit, more than a decade after these amendments, although no
longer mandated by legislation, many UK private companies still make this
appointment; surely a tacit testament to the underlying criticality of this
role.
On the contrary,
the Maltese Companies Act imposes the appointment of a Company Secretary on
both public and private companies without distinction[1].
Presumably, this stance is rooted in tradition since this perspective has not
shifted since the enactment of the Maltese legislation in 1995. There are no
further specific requirements except that the directors should ensure that the
person appointed is competent to discharge the functions of this role.
What is certain
is that regardless of the legislative
requirements surrounding this role in any given jurisdiction, the contemporary
Company Secretary is viewed as a governance linchpin within an organisation.
The role which was not that long ago
termed a ‘glorified clerk’ is now perceived as ‘the guardian of the
company’s proper compliance with both the law and best practice’ and ‘a
critical conduit’ for the promotion of communication between the board and the
organisation itself.
For this reason,
it is becoming progressively important to have someone specialised fulfil this
role. Although it is a fact that no one single model of corporate governance
can apply to all companies given the fluidity
of the respective requirements of any given organisation, in most
companies it has become increasingly common to combine roles, more often with
that of General Counsel. This
ensures that the Company Secretary is
vested with sufficient authority to carry out the functions expected of this
office and to ensure that the organisation and its directors operate within the
law. This also allows for the upholding of certain principles which lie at the
heart of a strong corporate governance framework such as discretion,
independence of judgment, diplomacy and the delivery of organisational
objectives in a legal and ethical framework.
In this way the Company Secretary can add real value to the organisation
through the combination of a strategic understanding of the company’s affairs
together with a much desired knowledge of legal and governance issues.
For further information and/or clarification regarding professional Company Secretarial and support services please contact Gauci-Maistre Xynou (Legal| Assurance) or visit our website http://gmxlaw.com
Ever since the creation of Bitcoin, cryptocurrencies have been
applauded and welcomed for constituting an innovative method of payment without
any recourse to financial institutions and their entailing bureaucracy. While honest individuals rejoiced at
cryptocurrencies’ legitimate benefits; ranging from an increased degree of
privacy and confidentiality to less transactional costs, cybercriminals saluted
the decentralised networks and perceived anonymity behind cryptocurrencies for presenting
them with the perfect crypto cleansing opportunity to launder money in an
unprecedented and largely unregulated sector in the financial industry.
Regulating cryptocurrencies and bringing them within the scope of anti-money
laundering/counter terrorism financing (AML/CFT) regulation is on the agenda of
regulatory authorities as wrongdoers are increasingly resorting to utilising
cryptocurrencies in their operations[1]. In fact, according to a recent report, in the
first three quarters of 2018, the amount of cryptocurrencies stolen when
compared to the cryptocurrencies stolen in all of 2017 increased by more than
double.[2] Furthermore, it has been observed that in
2018, 97% of criminal bitcoin payment received by leading cryptocurrency
exchanges flowed into countries with weak anti-money laundering regulation[3];
hence the need for regulation becomes even more pertinent.
Regulating a payment method originally intended to bypass any Big
Brother surveillance comes as no easy task, particularly in light of the following
key challenges shrouding cryptocurrencies:
Anonymity/Pseudonymity: the pseudonymous nature
of cryptocurrencies place the regulation of cryptocurrencies in direct conflict
with due diligence and any Know Your Customer (‘KYC’) obligations since tumblers/mixers
serve to provide users with a good degree of anonymity.
Cross-border nature: blockchain networks are not
limited by jurisdictional borders, hence rendering any local regulation almost
futile.
Lack of a central intermediary: decentralised
public blockchains lack having a third party responsible for the adherence of
AML/CFT regulation.
European institutions and regulatory authorities across the board are
considering possible means to effectively regulate cryptocurrencies. This may necessitate a number of courses of
action, which particularly include: improving and strengthening regulation;
implementing efficient transaction monitoring capable of identifying
money-laundering patterns; and placing third-party ID providers under state
supervision[4].
In its 2019 report, the European Banking Authority (EBA) advised the
European Commission to take the latest recommendations issued by the Financial
Action Task Force (FATF) into consideration[5]. Apart from defining virtual assets and
virtual asset service providers, the latest 2018 updates to the FATF
Recommendations[6], advise
countries and financial institutions alike to identify and assess the money
laundering or terrorist financing risks posed by new technologies, hence
catering not only for virtual assets, but for any other technologies still in
their infancy.
On a European level, a considerable milestone has been achieved by
virtue of the fifth Anti-Money Laundering Directive (“5AMLD”) for
adding providers engaged in exchange services between virtual currencies and
fiat currencies, and custodian wallet providers to the list of obliged
entities. While being a major step in
addressing the need to regulate cryptocurrencies, considerable blind spots are ultimately
still blatantly visible as a number of key players within the crypto market
still go unregulated. Hardware and
software wallet providers, coin offerors and users resorting to peer-to-peer
transactions are just a few examples.
The 5AMLD is to be transposed by 10 January 2020, with the first report
of the Commission on the implementation of the said directive to be drawn up by
11 January 2022. Meanwhile, a rather
free-for-all situation persists.
In addition to being at the forefront in recognising the need to
regulate cryptocurrencies, Malta has actually gone beyond the requirements of
the 5AMLD. Through the enactment of the
Virtual Financial Assets Act (the “VFA Act”) back in November 2018, VFA issuers
as well as all VFA service providers are deemed to be subject persons. Furthermore, the creation of the role of the
Virtual Financial Asset Agent (the “VFA Agent”) is particularly significant
from an anti-money laundering perspective. This is because it is intended to serve
as the first buffer to ensure that only fit and proper VFA issuers and VFA
service providers are able to respectively register a whitepaper and to be
licensed.
The Prevention of Money-Laundering and Funding of Terrorism
Regulations (the “Regulations”) have been amended to expressly bring all three
VFA operators (VFA agents, VFA issuers and VFA service providers) within its
scope. The Financial Institutions
Analysis Unit (the “FIAU”) has issued a consultation document on the
‘Application of Anti-Money Laundering and Countering the Funding of Terrorism
Obligations to the Virtual Financial Assets Sector’ which are intended to act
as sector specific guidance to VFA operators in addition to the general Implementing
Procedures – Part 1.
In what has been
perceived as being rather encompassing, in addition to catering for ML/FT
risks, the VFA framework (comprised essentially of the VFA Act, the Malta
Digital Innovation Authority Act, and the Innovative Technology Arrangements
and Services Act), the Maltese regulator also provides for cyber risk as well
as investor protection and transparency risk.
In conclusion, national
legislation accompanied by comprehensive European AML/CFT framework
regulating all crypto key players, while desired, is far from being the be-all
and end-all since the borderless
nature of cryptocurrencies, makes any national and European regulation rather
ineffective and insufficient. It is high
time that international cooperation is resorted to.
[1] David
Carlisle, ‘Virtual Currencies and Financial Crime – Challenges and
Opportunities’(2017)
[4] F
Balsiger and P Sprenger, ‘Anti-Money Laundering in times of cryptocurrencies’(2018)
[5] European
Banking Authority, ‘Report with advice for the European Commission on
crypto-assets’ (2019)
[6]
FATF (2012-2018), International Standards on Combating Money Laundering and the
Financing of Terrorism & Proliferation, FATF, Paris, France,
www.fatf-gafi.org/recommendations.html
We
are currently looking for a Junior Accounts Associate to join our dynamic
accounting team. The chosen candidate will support the finance department with
managing daily accounting tasks and report directly to the CFO.
Responsibilities:
Bookkeeping
& bank reconciliations;
Creditor
control;
Preparation
of invoices and credit notes;
Maintenance
of accounts ledgers;
Assistance
in the preparation of VAT returns;
Other
accounting-related duties.
Requirements
Excellent organizational skills
Ability to work comfortably with numbers
Attention to detail
Good understanding of accounting and financial
reporting principles and practices
Knowledge of MS Office
Good verbal and written skills in English and
Maltese
Confident communicator
MCAST AAT Diploma in Accounting or equivalent
A level accounts and / or one year related
experience would be an asset.
To apply:
Interested candidates are to apply by sending
their CV together with a cover letter to HR Manager Yeda Spiteri Thomas: hr@gmint.com, quoting in the
subject field “Junior Accounts Associate”
Malta is among the 18 EU member states where new EU
Regulations clarifying the rules applicable to property regimes for
international married couples or registered partnerships, entered into force on
29 January 2019.
The regulations, covering the management and distribution of
joint property such as bank accounts in the event of death, separation or
divorce, are projected to provide increased legal clarity for cross-border couples.
As the full 28 EU Member States could not reach an agreement on clarifying
property regimes for international couples, the rules will apply – at least
initially – in the following 18 states which approved them: Austria, Belgium,
Bulgaria, Croatia, Cyprus, Czech Republic, Finland, France, Germany, Greece,
Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovenia, Spain and
Sweden.
The 18 Member States that joined the enhanced
cooperation make up 70% of the EU population and represent the majority of
international couples who live in the European Union. The non-participating
Member States will continue applying their national law (including their rules
on private international law) to cross-border situations relating to
matrimonial property. These will still retain
however the option to join the regulations at any time. (Article 331 TFEU).
Commissioners Frans Timmermans welcomed the entry
into force stating,
“The entry into application of these regulations is good news for the growing number of
international couples in Europe. This is about giving certainty to thousands of
European couples about what happens to their property if they divorce or one of
them dies. I am confident that these regulations will help many European couples
manage such difficult times,”
Justice Commissioner Jourova added,
“These new rules will make it easier and cheaper
to divide joint assets and provide some relief to people in difficult
circumstances. More than 16 million international couples will benefit
from clear procedures in case of divorce or death of a partner. They will be
able to save around €350 million each year in legal costs. I encourage the
remaining Member States to join the enhanced cooperation for the sake of all
international couples across the EU.”
