Investors Relations

CORPORATE GOVERNENCE – LOQUS HOLDING PLC



Directors

Walter Bonnici (Chairman)

Joseph Fenech Conti (CEO)

Anthony P. Demajo

George Gregory

Lawrence Zammit

Nicholas John Rendell

Michael Soler


Walter Bonnici

Walter has acquired extensive business experience from holding various executive positions, including companies involved in both the service and manufacturing industry. On 28th September 2001 he was appointed Executive Deputy Chairman of Grand Harbour Marina and chaired the committee which successfully listed the company on the Malta Stock Exchange. He is a Knight of the Order of St George and the Cross of Constantinople and sits on the council of the Order.

Walter’s current directorships include: Bonnici Edwards and Co Ltd; Catalyst Europe(Malta) Ltd; GDL trading and services Ltd; General Distributors Ltd, Graja&Caorsi (Malta) Ltd; Malta Saudi Arabia Petrolube Co Ltd; Max Distribution Ltd; Portosalvo Holdings Ltd; Primanets MFG Ltd; Purity Products Ltd; Spray-Pack Ltd; S&J Euro/Asia Link Ltd; and WHP Holding Co Ltd.

Previous directorships held include: Datatrak Multi-Media Ltd; Hal Ferh Tourist Co Ltd; Kordin Grain Terminal Ltd and Mediterranean Film Studios.

Joe Fenech Conti

Joe has a wealth of experience and skills in the IT field. Graduating as an Architect and Civil Engineer in the 1980s he has focused on Geographical Informational Systems (GIS), eBusiness and Mobile Fleet Management. He is currently managing director of JFC Holdings Ltd, managing director of JFC Trading Ltd and Group CEO of Loqus Holdings.

Previous positions include: Chairman of PBS (Public Broadcasting Services); Director of Medavia (Mediterranean Aviation Company); IT Director of Deloitte and Touche IT Consultants (a leading company in IT consultancy and is part of the Deloitte firm in Malta); Deputy Chairman of Air Malta Group, Malta; Director, supervisory board member and Chairman of the Community Board at SITA; Director of World Aviation Systems (WAS), Malta; Chairman of National Roads Directorate (NID), Malta; Director of Centrecom Ltd, BPO Services Ltd and Aviation Online Ltd.

Anthony Demajo

Anthony has acquired extensive business experience from holding various executive positions. To date he is managing director of Edrichton Estates Limited, chairman of Alternate Investments Limited, PrimaNets Mfg. Limited, Utopia Limited and director of Santumas Shareholdings Plc.

George Gregory

George is a partner in RSM Malta a firm of Certified Public Accountants which is a member of RSM International.

Michael Soler

Michael is the Chairman and Chief Executive of the Daystar Group of Companies with interests in tourism and real estate. He is also a non-Executive Director of the Gasan Group of Companies and served as Chairman of the Malta Development Corporation from 1987 to 1990 and Chairman of the National Tourism Organisation of Malta from 1992 to 1995.

Lawrence Zammit

Lawrence is one of the founding partners of MISCO and Chairman of the Grand Harbour Marina plc. He has also served and continues to serve on the Boards of a number of companies and national organisations.

Nick Rendell

Nick has been involved in Infomobility since 1991 and brings in many years of experience as Managing Director at MiX Telematics and CEO at Siemens VDO Trading Ltd whose focus was in vehicle systems especially telematics. Prior to this Nick was Managing Director at Lucas Kienzle. Currently Nick is also a director at E.E.L. UK Ltd and a director at Rendell Associates Ltd.



Company Secretary

Louis M. de Gabriele



Auditors

Ernst & Young
Certified Public Accountants
Regional Business Centre
Achille Ferris Street
Msida MSD 1751
MALTA



General

The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. However, the Directors strongly believe that such practices are in the best interests of the Company and its shareholders and that compliance with the principles of good corporate governance is not only expected by investors but also evidences the Directors’ and the Company’s commitment to a high standard of governance.

The Board is composed of Six (6) Non-Executive Directors and one Executive Director. The Company’s current organisational structure contemplates the role of a Chief Executive Officer (the “CEO”), a position which is occupied by Mr. Joseph Fenech Conti, who is the Executive Director having a seat on the Board of Directors. The Company’s CEO is currently a member of the Board and attends Board Meetings in such capacity whilst other Executives attend when necessary and upon invitation of the Directors. The presence of the CEO assures that, the Directors have direct access at meetings of Directors to the person having the prime responsibility for day to day operations of the Company and the implementation of polices that allows effective discussion and the availability of all the information necessary to carry out their functions in the best possible manner. In this respect, the Directors feel that the principle set forth in paragraph 2.3 of the Code is substantively met by means of this arrangement which allows the inter-action of Non- Executive Directors and Executives.



Audit Committee

The Company set up an Audit Committee, currently composed of three (3) Non-Executive Directors. The Audit Committee is currently composed of Chev. Anthony P. Demajo (Chairman of the committee and Non- Executive Director of the Company), Mr. Lawrence Zammit (Non-Executive Director of the Company), and Mr. George Gregory, (Non-Executive Director of the Company). Nevertheless, the committee has the power and authority under its terms of reference to summon any person to assist it in the performance of its duties. The Directors are of the view that the composition of the Audit Committee meets the requirements of the Code on independence as well as having a member with knowledge in accounting and/or auditing, since Mr. George Gregory is a Fellow of the Association of Chartered Certified Accountants. Following such declarations, such persons are also considered to be independent Directors for the purposes of the Code.



Other Committees

The Directors believe that at this stage it is not necessary for the Company to set up a Remuneration Committee since the Board determines the remuneration packages of the Company’s Executives. The Board believes that there is no need to set up a separate Remuneration Committee once the Board is composed of a majority of Non-Executive Directors. This belief is founded on the premise that the justification to establish a Remuneration Committee is to avoid a situation where Executive Directors participate in the determination of their own remuneration packages. It is the practice of the Board that when Executive remuneration is a matter for discussion, the CEO does not participate in the decision making process.



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