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The Role of Company Secretary
24 May 2018
09:00 - 17:00
Casa Leone, Floriana

Contact Person
Ms AnneMarie Gilson
Event Overview

Members of boards need to know what support they need and how to get it in order to enhance their effectiveness. All boards should aim to deliver effective entrepreneurial leadership and this will require high quality, relevant and timely support, information and advice to enable the members of the board to make decisions and set strategies. The executive team and in particular the Company Secretary provide a key role in supporting the board. The Company Secretary acts as the main of contact between the shareholders, the board of directors and management.

This one-day course offers an introduction to the core duties of the Company Secretary and is ideal for anyone new to the role or who would like a refresher on the main duties. It explains the events that give rise to a need for some sort of company secretarial action whilst providing company secretaries with the basic tools to ensure that their organisations remain compliant. The course includes some interactive case studies designed to reinforce key topics addressed throughout the day and to illustrate how to make use of the comprehensive practical guidance in the course notes.


Dr Adrian Cutajar  

Adrian is a Maltese lawyer by profession focusing extensively on corporate law, regulatory and compliance matters. He acts as compliance officer and company secretary for licence holders authorised by the Malta Financial Services Authority (MFSA) as well as international groups established in Malta. He also acted as company secretary of Global Capital plc., a financial services group (including its Maltese regulated subsidiaries), listed on the Malta Stock Exchange. Adrian holds a doctorate in laws from the University of Malta and a specialisation, at Masters Level, in financial services.

Since 2003, he led and consulted on various MFSA applications, listings, corporate financing transactions and company re-organisations. His core competencies include provision of regulatory and compliance consultancy, corporate and commercial structuring together with company secretarial services. Adrian is also a co-founder and executive director at Artio, a boutique firm based in Malta providing corporate, fiduciary and compliance services to regulated entities and international companies with a presence in Malta. Before co-founding Artio in 2012, Adrian held senior positions within an established Maltese law-firm, and acted asAdrian coordinated and presented training sessions covering corporate law subjects and sits on the Investment Business Sub-Committee of the Institute of Financial Services Practitioners (Malta) Head of Legal and Compliance at Global Capital plc.

Adrian coordinated and presented training sessions covering corporate law subjects and sits on the Investment Business Sub-Committee of the Institute of Financial Services Practitioners (Malta).


 09:00 Registration
  • The role of the company secretary under Maltese Company Law
  • Core duties and potential liabilities
  • Who can be appointed as company secretary?
  • Where does the company secretary fit in a corporate governance structure?
  • Different corporate governance models
  • Appointment and termination
 10:15 Company secretarial Procedures
  • Matters governing company secretarial procedures, including:
  • Applicable provisions in the Maltese Companies Act 
  • Memorandum and Articles of Association and shareholder agreements
 10:45 Tea / Coffee
 11:00 Statutory forms, registers and records
  • Statutory records to be maintained by the Company Secretary 
  • Filing at Registry of Companies 
  • Right of inspection and access of Company Records 
  • Amendments to the Company’s memorandum and articles of association 
  • Corporate actions
 12:45 Lunch
 13:30 Agendas, minute taking, and board resolutions
  • Agendas/Notice of meetings
  • Minute taking and format of board minutes
  • Resolutions 
  • Organisation of Board Meeting and follow-up
 14:15 The secretary’s role in company decision-making
  • Board vs Shareholder meetings 
  • Article of Association and the Company’s internal procedures 
  • When is shareholder approval required?
  • Which powers fall within the Board remit?
  • Obtaining board approval 
  • Non-compliance with law or Company’s constitutional instruments
 15:15 Tea / Coffee
 15:30 Directors duties
  • An overview of directors’ duties 
  • Assisting the board to comply with its statutory duties
 16:30 Closing remarks


Why should delegates attend?

Participation on this course will provide you with the knowledge to: Course Objectives Successfully carry out the role of the Company Secretary in today’s challenging environment Satisfy the various legal responsibilities associated with the role Understand the role of the Company Secretary in relation to the rest of the board and its activities Sensitively deal with issues surrounding the disclosure of interests, extraordinary contracts, changes to auditors and the appointment/removal of directors.

Other Information
CPE Hours to be confirmed
Registration Information

Registration fee: Euro280

To register your attendance, kindly click here.

The Role of Company Secretary

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