Tumas Investments plc - Company Information

Corporate Governance

The company has six Directors who are appointed by its principal shareholder, Tumas Group Company Limited. The directors of the company are:

Three of the directors, Raymond Fenech, Yorgen Fenech, and Raymond Sladden, occupy senior executive positions within the Tumas Group of Companies. The other three directors, Kevin Catania, John Zarb and Michael Grech serve on the Board of the Company in a non-executive capacity. Kevin Catania and John Zarb are considered as independent directors.

The directors have established an audit committee as a sub-committee of the board . The members of the committee have the necessary experience and independence to hold office as member thereof. The committee is composed of two independent of non-executive members namely, John Zarb who chairs the committee , Kevin Catania both independent and non-executive directors and a third non-executive director namely Michael Grech . There appointment is in terms of the requirement of the Listing Rules as well as current best practice and recommendations for good corporate governance.

The external auditors of Tumas Investments plc are PricewaterhouseCoopers.

Yorgen Fenech- CEO Tumas Group

Yorgen Fenech joined the family business from an early age. Following an initial stint at the University of Malta, he was originally assigned to the Property Division where he was responsible for the development and completion of a number of real estate projects. He then moved on to other sectors of the Group’s business, mainly the Gaming Division and played a key role in the Group’s expansion. Since then he continued to widen his insight into the overall business strategy of the Group. Lately he was one of the promoters who together with other leading local entrepreneurs joined forces with strategic investors to form a local consortium which was awarded an 18-year contract by Enemalta for a Power Purchase Agreement and Gas Supply Agreement. Mr Fenech also sits on the board of a number of companies within the Tumas Group.

Raymond Fenech- Executive Director

Mr. Fenech is the Executive Chairman of the Tumas Group and a director of all the companies within the group. In this role he directs the strategic development of the Tumas Group and chairs regular management meetings with the group’s subsidiaries’ management teams. For a number of years he held key roles in the various divisions of the Tumas Group and has been a reference REGISTRATION DOCUMENT 27 point on corporate procedural matters and liaison with local authorities. Mr. Fenech had also been involved for a number of years in the management of the hospitality division of the Tumas Group, following which he was appointed as executive director of the property division. In this capacity he was predominantly involved in the re-organization of this division and in overseeing the development of various real estate projects undertaken by the Tumas Group across the Island. Mr. Fenech has been key to guiding the Tumas Group towards a consolidation phase and promoting the group’s vision towards further large-scale projects. He has previously occupied the positon of Chairman of the Foundation for Tomorrow’s Schools and sat on the board of the Malta Tourism Authority. Mr. Fenech was also Chairman of Air Malta plc between April 2013 and July 2014.

Raymond Sladden

Mr. Sladden is a Certified Public Accountant and a fellow of the Malta Institute of Accountants. He is an associate of the London Institute of Banking and Finance, the Association of Corporate Treasurers, and a member of the British Chartered Management Institute. As from 1998 he has held the positon of Group Finance Director and Company Secretary of all fully owned companies within the Tumas Group. Mr. Sladden is also a director of a number of group subsidiaries and had previously occupied the positon of Financial Controller and subsequently Group Treasurer of Air Malta plc. He has held a number of directorships in companies within the airline, hospitality, insurance and finance sector. Mr. Sladden is currently a director on the Board of Malita Investments plc, a Malta Stock Exchange listed company, and a member to the Board of Governors of the National Development and Social Fund. Mr. Sladden is also a founding member of the Board of Trustees of the Tumas Fenech Foundation for Education in Journalism and sits on the PAIB committee of the Malta Institute of Accountants. 

Michael Grech B.A., LL.M.(Lond), LL.D., K.M.

Dr. Grech graduated Bachelor of Arts and Doctor of Laws from the University of Malta, following which he pursued a Master of Laws at University College, London. He is a partner and heads the intellectual property department at GVZH Advocates and his practice focuses on all aspects of intellectual property law, including the representation of several local and multi-national clients in brand protection and ant-counterfeiting measures. Dr Grech also assists the firm’s commercial and corporate department and has been part of the firm’s team on privatization maters, advising the Government of Malta, as well as private clients. Dr Grech sits on the boards of a number of local companies, is the Chairman of Teatru Manoel and is also a member of the boards of Governors of Fondazzjoni Patrimonju Malti and St. Edward’s College. He is a Knight of Magistral Grace of the Sovereign Military Order of Malta.

Kevin Catania

Mr Catania currently serves as director of a licensed Corporate Service Provider, Stivala & Stivala Corporate Management Limited, having joined in 2009 following a fifteen year stance at PricewaterhouseCoopers. He joined PwC straight after completing an Honours Degree in Accountancy at the University of Malta in 1994. He held the post of Senior Manager Tax Services for a substantial part of his years at PwC having gained all-round professional experience with particular focus on tax services advising domestic and multinational companies in taxation matters. Mr. Catania lectured on tax subjects at classes organized by professional bodies and at various other seminars and also served as examiner on the Maltese variant of the advanced taxation paper for the ACCA professional examinations for eight years. 

John Zarb

Mr Zarb is a fellow of the Chartered Association of Certified Accountants and of the Malta Institute of Accountants and holds a warrant of Certified Public Accountant. He has recently retired from a long career with PricewaterhouseCoopers, where he served as a partner between 1988 until his retirement on 31 December 2014 upon reaching the firm’s mandatory partner retirement age. Mr. Zarb is a former Council member and past president of the Malta Institute of Accountants. He served on the Accountancy Board, the regulatory body of the profession, between 1966 and 2014, and represented Government on the EU Accounting Regulatory Committee between 2004 and his retirement in 2014. Mr. Zarb also served for many years as a visiting lecturer and examiner in Auditing at the University of Malta. He has recently assumed chairmanship of PG plc. 

Strategic Objectives

The company was incorporated on the 17th November 2000 and the company’s principal activity is to carry on the business of a financial company, by raising funds to finance the operations and capital projects of Spinola Development Company Limited, a company forming part of the Tumas Group.

Company Structure

Share Capital 2017  
Authorised, issued and fully paid up
250,002 ordinary shares of € 1 each
 €250,002  
Shareholding  
Spinola Development Company Limited (C331) 1 ordinary share of €1 each.
Tumas Group Company Limited (C7820) 250,001 ordinary shares of €1 each.

Tumas Investments Memorandum and Articles of Association