Private limited companies are managed and run by one or more managers/directors, while public limited companies are managed and run by two or more managers/directors. They must be named in the articles of association or appointed (and dismissed) later by shareholder resolution. If the articles allow it, some of the board responsibilities or duties can be delegated to one or more people appointed as company agents or representatives.
The managers/directors may or may not be shareholders and may or may not be paid. They have powers to conduct all the management and representation acts needed to comply with the company object, pursuant to shareholders deliberations.
The managers/directors do not need to be resident in Malta, although, for many reasons, it is advisable that they do.
Remuneration
Private limited companies:
A director has the right to receive remuneration approved by the shareholders, unless the company articles state otherwise.
Public limited companies:
Each director’s remuneration is set by the general meeting or a committee appointed by the general meeting, based on the board directors' duties and the company’s financial situation.
Responsibilities
A company’s managers/directors must act honestly and in good faith, in the company’s best interest. They are legally obliged to ensure the company’s welfare and are responsible for:
- The general management and governance of the company;
- The general supervision of the company’s business;
The managers/directors shall:
- Be obliged to perform their duties with the same degree of diligence, care and skill, as performed by any other normally diligent and knowledgeable person, with the skills and experience which are reasonably expected from a person performing the same duties carried out by managers /directors in the company with the same skill, knowledge and experience;
- Not profit personally from their position, without the consent of the company, or from confidential company information;
- Ensure their personal interests do not conflict with those of the company;
- Not use any assets, information or company opportunities for their own benefit or that of any other person, or obtain benefits of any other kind from the performance of their duties and competence, except with company consent through the general meeting or as permitted by the articles;
- Exercise the authority they have been granted for the aims for which it has been granted and not abuse thisauthority.
Apart from this, it should be noted that the law prohibits any person from being appointed or occupying positions such as manager/director or company secretary if:
- They are prohibited, incapacitated or bankrupt;
- They have been convicted of a crime affecting public confidence, theft, fraud, or have knowingly received property obtained through theft or fraud;
- They are an unemancipated minor;
- They are subject to a court disqualification order.
The personal assets of the manager/director may be used to pay off company debts, or any other kind of damage arising from their actions, if they breach any legal or statutory regulations. For a manager/director to be liable for specific action, they would have to commit an infringement in the performance of their duties.
The managers or directors are liable to the company for any damages caused to it through acts of commission or omission which infringe their legal or contractual duties, unless they can prove that they have acted without fault.
Appointment, resignation and dismissal
Appointment
The managers/directors are appointed through memorandum of association or elected later by shareholder resolution, if no other form of appointment is stipulated in the articles of association.
The managers/directors shall remain in their jobs until they resign or are dismissed, notwithstanding the fact that the appointment or memorandum of association may stipulate a set period.
The appointment must be recorded in the Company Register.
