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Corporate Governance

Organizational governance Governance is our foundation. We adopt a top-down approach, starting with establishment of a Board of Directors, more than 50 percent of which is comprised of independent members who are also on Board Committees. All committees – including management committees – function in strict accordance with published charters and codes. Furthermore, the Group’s delegation of authorities forms the basis of our policy of accountability. Malia Group’s compliance to laws as relates to governance is complete. This framework serves all stakeholders, ranging from shareholders, employees, and principals, to suppliers, clients, the government and communities in which we operate.
Corporate governance structure
Malia Group’s corporate governance structure is comprised of a Board of Directors, Board Committees and Standing Management Committees. Subsidiaries of the Holding have similar structures, with Committees adapted to their respective business lines. These bodies meet periodically to set the financial and strategic objectives of their companies and oversee their proper execution, in accordance with our comprehensive Management and Corporate Governance policies. Malia Group’s structure is composed of the following bodies:


  • Board of directors
    Malia Holding's Board of Directors is composed of executive, non-executive, and independent members in a balance that safeguards sound decision–making. It has the main responsibilities of (i) determining the Company‘s strategic direction, and consequently, its ultimate performance; and (ii) ensuring the control of the Company. For this purpose, the Board may delegate authority to management while retaining oversight and control.
  • Audit and risk committee
    The Audit and Risk Committee is a Board Committee composed of independent directors whose mission is to oversee the organization’s audit operations and systems of audit control. The Committee also reviews the risk management processes of the Company, the effectiveness of risk management activities, the key risks facing the Company and the responses to address these key risks.
  • Nominations and compensation committee
    The Nominations and Compensation Committee is a Board Committee composed of non-executive directors and an independent chairperson. It fulfills the duties of establishing the principles of selection and proposing candidates to the Board of Directors; in addition to recommending to the Board the remuneration of Directors and Senior Executives.
  • Executive management committee
    The Executive Management Committee is composed of the Chief Officers and subsidiaries general managers. It convenes frequently to align its members in the execution of the strategic objectives set by the Board of Directors. By doing so, it provides leadership and efficient management to the Group to meet its preset targets.
Corporate governance principles Malia Group’s Corporate Governance framework, policies, and procedures abide by international principles and standards. The main Governance Principles and Standards, consecrated by the Corporate Governance Code, can be listed as follows:

  • Disclosure, transparency and accountability
    Sound corporate governance is essentially about effective and responsible leadership. Such leadership is characterized by the ethical values of responsibility, accountability, fairness, transparency, and accurate information disclosure.
  • Fair treatment and employees participation
    The Board of Directors ensures that the Company’s employees are treated according to principles of fairness and equity and without discrimination. Employees benefit from certain uncontestable rights and from the adoption of mechanisms that allow performance enhancing and employee participation.
  • Shareholders right to informed decision making
    Shareholders enjoy all rights conferred upon them by applicable laws and regulations that may enable them to make informed decisions at the General Assemblies, notably the right of access to all relevant information in a timely manner. The Board of Directors ensures that the Company’s employees are treated according to principles of fairness and equity and without discrimination. Employees benefit from certain uncontestable rights and from the adoption of mechanisms that allow performance enhancing and employee participation.
  • Independence of the control functions
    Control functions, notably audit, risk and compliance, are framed into a reporting structure independent from the executive one, which enables the professionals handling these functions to exercise their duties with an unbiased approach.

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