Corporate Governance Statement
The Company and its Activities
DS Platforms Limited (herein referred to as ‘DS Platforms’ or the ‘Company’) is incorporated in terms of the Companies Act in Malta and operates under company number C64059. The Company is licensed as a Category 2 in terms of the Investment Services Act and is regulated by the Malta Financial Services Authority (MFSA). The Investment Services Act and related rules and regulations transpose the EU Markets in Financial Instruments Directive.
In line with its licence, the Company can provide reception and transmission of orders and execution of orders on behalf of other persons to professional clients (including collective investment schemes) and eligible counterparties in connection with various financial instruments.
The Company does not qualify as a ‘significant licence holder’ as defined in terms of SLC 1.55 in terms of the Part BI: Standard Licence Conditions applicable to Investment Services Licence Holders which qualify as MIFID Firms. This determination is based on the Company’s size, internal organisation, nature, scope of operations, activities and also on the Company’s current financial figures and balance sheet size. As the Company does not qualify under this category, it not obliged to establish a nomination, remuneration, audit and risk committee.
Purpose of the Corporate Governance Statement
The purpose of this statement is to explain how the Company is complying with its corporate governance, risk management and remuneration requirements. This statement has been drawn up in line with the applicable investment services regulations.
The Management Body
The Board of Directors of the Company is composed of three persons in line with the Memorandum and Articles of Association.
The Directors are selected and elected by the shareholders based on the diversity of knowledge, judgement and experience such individuals hold and which bring to the Company. Also it shall be ensured that the Directors have the time and commitment to perform their functions.
As required in terms of investment services regulations, the Directors must be ‘fit and proper persons’ at all times during their tenure with the Company. This entails that the Directors are persons of integrity competent and solvent.
The majority of the board members are non-executive directors. The role of the non-executive directors is to:
- Constructively challenge and help developing proposals on the strategy of the Company;
- Monitor the performance of the management; and
- Ensure that financial controls and risk management systems are well established.
The Board’s role and responsibility is to provide the necessary leadership, to set strategy and to exercise good oversight and stewardship. The directors are expected to exercise prudent management which entails effective segregation of duties in the organisation and the prevention of conflicts of interest. The below is a summary of the responsibilities of the directors:
- Approval and overseeing the implementation of the Company’s strategic objectives, risk strategy and internal governance;
- Assurance of the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the law and relevant standards;
- Oversight of the process of disclosure and communication;
- Provision of effective oversight of senior management; and
- Monitoring and assessment of the effectiveness of the Company’s governance arrangements and taking appropriate steps to address any deficiency.
The Auditors of the Company are Deloitte Malta.
The Directors hold board meetings on a quarterly basis. All meetings are held in Malta.
As required, the Board of Directors may hold ad hoc or special purpose meetings during the course of the year.
At the start of the board meeting, the Directors shall elect a Chairman who is a non-executive director.
Conflicts of Interest
DS Platforms has a conflicts of interest policy which defines what constitutes a conflict of interest and which deals with the identification, disclosure, management and mitigation of any conflict that might arise during the course of business.
On joining, the Directors and Officers are required to disclose their involvements to the board and are also bound to keep the board updated of any changes to this effect. Also prior to every board meeting the Directors are required to present their respective involvements’ lists.
The risk management is at the heart of the Company’s corporate governance. For this scope, the Company has established the Risk Management Policy and Risk Management and Internal Capital Adequacy Assessment Process (RMICAAP) Policy (herein referred to as the ‘Policy’) whose purpose is to identify, to measure, to manage and monitor risks faced by the Company. Due to the size of the Company, the risk management day-to-day responsibilities fall upon the General Manager and are overseen by Mr Joseph R Aquilina who is a non-executive Director on the Board. Each officer and employee of the Company have to comply with the Policy.
The responsibilities of the Risk Management Function are to:
- Identify the type, impact, and nature of losses in order to enable the Company to better assess and monitor risk, as well as to meet the Policy;
- Maintain the Company’s risk register;
- Hold frequent discussions with key functions of the Company for the monitoring of internal risks and external risks;
- Identify and record loss events including actual events, near miss events and potential loss events as part of the risk monitoring process of the Company;
- Manage the risks identified in line with the level of risk tolerance and treatment elected by the Company;
- Establish sound reporting lines for the reporting, management and treatment of risks;
- Prepare and review policies and procedures which form part of the treatment of risks in terms of the Policy; and to
- Update of the business continuity plan (BCP) and to carry out periodic testing on the BCP.
As mentioned above, the Company is not required to set up a risk committee.
A risk management report is presented to the Directors on a quarterly basis and at board meetings. The aspect of risk management is discussed at each board meeting.
The risk management report that is presented to the board of directors covers the following:
- Reporting on risks, analysis and risk categorisation;
- Updating on risks that are categorised as ‘high’ and risk mitigation strategies that are in place;
- Presentation of proposed changes to the Risk Policy, Risk Management and Risk Treatment, and Business Continuity Plans;
- Presentation of emerging Risks and the treatment of such risks;
- Reporting of results of any BCP testing carried out during the reporting period and any proposed changes following the above tests; and
- Presentation of losses or near losses events faced by the Company and actions undertaken for the minimisation of such events.
Any proposed policies and procedures are raised to the Board of Directors for consideration and approval as applicable. In addition the board of directors is presented with the COREP report which is the MFSA report on financial performance and risk in terms of the EU Capital Requirements Directive IV (2013/36/EU) and EU Capital Requirements Regulation (Regulation 575/2013).
Any breaches to the Risk Policy are immediately raised by the General Manager to the Board of Directors for appropriate action as applicable.
Remuneration risk is one of the risks faced by the Company. In order to mitigate such risk, the Company has implemented a Remuneration Policy which introduces remuneration structures that do not promote excessive risk-taking behaviour. The remuneration of directors, officers and employees is fixed. No variable remuneration is awarded. The fixed remuneration is established on the role/responsibilities, work experience, and qualifications of the individual concerned.
The Company does not have a remuneration committee based on the fact that it does not qualify as a significant licence holder.
Reporting of Breaches
The Company has in place an internal policy for the reporting of breaches through independent and autonomous channels. No breaches in terms of the investment services rules were reported in the audited financial statements.
AUDITED FINANCIAL STATEMENTS
The Company’s audited financial statements (including the key financial indicators) can be accessed from the Malta Registry of Companies http://registry.mfsa.com.mt/
Statement drawn up as at January 2016