Board Committees

Rules of procedure

The Audit Committee

In order to guarantee that the company’s records are accurate and that there are no conflicts of interest between the auditors and any outside consulting firms hired by the company, the audit committee collaborates closely with the auditors. It does this by reviewing the most recent audit at least four times a year, either in person or over a conference call.


The chief financial officer (CFO) and controller of the company are in constant contact with the audit committee. In turn, the latter have the power to launch special inquiries when it is decided that accounting procedures are questionable or problematic or when significant staff problems emerge. The committee would receive help from an internal auditor in such endeavours.


The audit committee’s duties also include ensuring regulatory compliance, talking with management about risk management procedures, and reviewing financial reporting, accounting procedures, any external auditors, and regulatory compliance. 


The Executive Committee

The executive committee provides organisational guidance to our CEO and board members, and assist in developing agenda items for board meetings.

The committee conducts research on investment, risk, and industry trends in order to participate actively in strategic planning and advise the board on pertinent business matters. In collaboration with the full board, it also monitors and evaluates progress toward the company’s strategic goals and initiatives, giving periodic and timely progress presentations.

The committee currently consists of five members: Pier Luca Demajo, Alexia Balzan Demajo, Michael Balzan Demajo, Jeffrey Miceli Demajo, and JJ Miceli Demajo. These individuals are tasked with ensuring that all projects are completed with the utmost efficiency, and that the right decisions are taken in order to maintain the highest possible standards in relation to finance, business development, and operations.

In an emergency, the executive committee has the authority to act on behalf of the entire board. However, their authority is limited by the committee’s stated purpose.

The Finance Committee

Our finance committee’s mission is to assist the Board of Directors in carrying out its oversight responsibilities for the corporation’s financial resources, including capital management and recovery and resolution planning processes. 


The committee is responsible for:


  • reviewing the corporation’s capital structure and annual capital plan, including its capital adequacy and capital planning process, stress-testing and related activities, capital raising, capital distributions, and approving and recommending to the full Board our annual capital plan submission and capital management policy;
  • examining the financial aspects of the corporation’s recovery and resolution strategies; 
  • examining any additional matters referred to the committee by the Board of Directors.


The operations Committee

The operations committee reviews, guides, and oversees a corporation’s or business’s overall operations. Committee members gain insight into business operations as members of management, allowing them to suggest strategic business directions and policy implementation. The committee meets quarterly to discuss current company issues and provide appropriate feedback or suggestions to senior and executive management.

The Committee oversees operations, technology, risk management, regulatory compliance, and coordination with management and other board committees.

The Family Committee

It’s all too simple for the family and the management to end up on opposing teams in a family-owned business like M. Demajo’s. But thankfully, a strong committee structure and a well-run board help to ensure that the group is well-informed for the benefit of the company as a whole.

The board’s responsibility is to ensure that management is free to carry out their duties without family interference, and that the family receives the resources and assistance necessary to be the best partner for the firm.

The family committee also considers the composition and succession of the board, ensuring that the board’s skills and experience meet the needs set out by the company’s strategic objectives for the following ten years. It’s crucial to consider business strategy and affirm that the board’s composition aligns with it, rather than the other way around.

The Remuneration Committee

Executives and non-executives wanting to advance the interests of shareholders are attracted by the compensation committee’s suitable award programme. The responsibility of the compensation committee is to establish the rules governing senior management personnel’s compensation. 

Additionally, the committee is in charge of: 

  • examining the terms and conditions of employment as well as senior managers’ and directors’ pay; 
  • making decisions on executive director and chairperson termination pay; 
  • reassuring investors that compensation decisions are made fairly, honestly, and without conflicts of interest.