Corporate Governance and Compliance - Malta International Airport

THE BOARD OF DIRECTORS

The full maximum complement of the Board is of five Non-Executive Directors and three Executive Directors; a balance that is entrenched in the Company’s Memorandum and Articles of Association, which requires that the CEO is an ex ufficio director together with a maximum of two other senior executives of the Company.

The presence of top executives on the Board is designed to ensure that all the Non-Executive Directors have direct access to the individuals who have the prime responsibility for the day-to-day operations and executive management of the Company. Furthermore, the presence of top executives allows for the implementation of policies that allow effective discussion and the availability of all the information necessary for the Board to carry out its function in the best possible manner.

The members of the Board are listed below:

DIRECTOR	TITLE	DIRECTOR SINCE
Mr Nikolaus Gretzmacher	Chairman & Non-Executive Director	2012
Ms Rita Heiss	Non-Executive Director	2015
Dr Cory Greenland	Non-Executive Director	2015
Mr Florian Nowotny	Non-Executive Director	2017
Ms Belina Neumann	Non-Executive Director	2026
Mr Alan Borg	CEO and Executive Director	2012
Mr Christian Schrötter	CFO and Executive Director	2025

The Board typically meets every 8 weeks. The Board also delegates specific responsibilities to the CEO and the Committees, notably the Executive Committee and the Audit Committee which operate under their respective formal terms of reference.

Save for what is stated hereunder, none of the Non-Executive Directors:

(a) are or have been employed in any capacity by the Company;

(b) have or have had a significant direct or indirect relationship with the Company;

(d) have close family ties with any of the executive members of the Board;

(e) have served on the Board for more than twelve consecutive years;

(f) have been within the last three years an engagement partner or a member of the audit team of the present or past external auditor of the Company or any Company forming part of the same group; and

(g) have a significant business relationship with the Company.

Mr Nikolaus Gretzmacher and Ms Rita Heiss (Non-Executive Directors) are currently members of the Board of Directors of Malta Mediterranean Link Consortium Limited, a Company holding more than 40 per cent of the issued and voting capital of the Company, and together with Mr Wolfgang Koeberl are also employees of Flughafen Wien AG, the company’s parent company. Notwithstanding the above relationship the Board still considers Mr Gretzmacher, Ms. Heiss and Mr Koeberl, as having the required skills, experience and integrity to retain their independence and impartiality in acting as directors of the Company.

Gender Balance Among Directors — Board Composition Disclosure
Published pursuant to Capital Markets Rule 13.10

Scope and Purpose
In accordance with Capital Markets Rule 13.10, the Company is required to publish on its website the information referred to in CMR 13.9 concerning the gender composition of its Board of Directors. This disclosure is made in compliance with that obligation and reflects the requirements introduced pursuant to Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies.
Board Composition
As at the date of this disclosure, the Board of Directors of the Company is composed as follows:
Category Number
Total directors 7
Executive directors (CEO & CFO) 2
Non-executive directors 5
Female non-executive directors 2
Gender Balance Targets under CMR 13.3
CMR 13.3 requires in-scope issuers to achieve either of the following gender balance targets by 30 June 2026:
(i) Members of the underrepresented sex hold at least 40% of non-executive director positions; or
(ii) Members of the underrepresented sex hold at least 33% of all director positions, including both executive and non-executive directors.
Assessment of Compliance
Based on the current Board composition, the Company’s position against each target is as follows:
Target (i) — Non-executive directors: Female non-executive directors represent 2 out of 5 non-executive director positions, equating to 40%. The Company therefore meets the threshold of at least 40% of non-executive director positions being held by members of the underrepresented sex.
Target (ii) — All directors: Female directors represent 2 out of 7 total director positions, equating to approximately 28.6%. This falls below the 33% threshold required under Target (ii).
Accordingly, the Company meets Target (i) under CMR 13.3.
Measures to Achieve and Maintain Gender Balance Objectives
The Company is committed to maintaining and improving gender balance at Board level. The Board takes gender diversity into account as part of its director nomination and succession planning process, applying objective selection criteria in accordance with its Board Diversity Policy. The Company will continue to monitor its composition against the targets set out in CMR 13.3 and to take appropriate steps to further improve the representation of the underrepresented sex among its directors, including at executive level.
Further Information
This information will also be disclosed in the Company’s Corporate Governance Statement as included in its Annual Financial Report. The Company has also submitted the relevant information to the Malta Financial Services Authority in accordance with CMR 13.9.
Any queries in relation to this disclosure may be directed to info@maltairport.com.
Date of publication: 03.07.26

THE EXECUTIVE COMMITTEE

The Board’s link to the Executive Committee is principally the CEO, together with the other two Executive Directors on the Board, both of whom are member of the Executive Committee.

The Executive Committee comprises the Executive Directors and the heads of each business unit of the Group. The role of the Executive Committee is that of policy execution, business development, finance, security, administrative and personnel matters. It also makes recommendations to the Board on matters which are beyond its remit. The Chief Executive Officer chairs the Executive Committee.

The members of the Committee are listed here.

THE AUDIT COMMITTEE

The Board consists of three (3) Non-Executive Directors, namely Ms Rita Heiss, Mr Florian Nowotny, and Dr Cory Greenland. The Committee has the power and authority under its terms of reference to summon any person to assist it in the performance of its duties.

When the Audit Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall make recommendations to the Board on the action needed to address the issue or make improvements.

In ensuring compliance with other statutory requirements and with continuing listing obligations, the Board is advised directly, as appropriate, by its appointed broker, legal advisor and external auditors.

Directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at the Company’s expense.

Persons Discharging Managerial Responsibilities (PDMR) Notification

The following directors have declared their interests in the share capital of the Company:

Name of Issuer	Persons Discharging Managerial Responsibilities	Date	Instrument Type	Nature of Transaction	Place of Transaction	Currency	Price	Volume	Other Information
Malta International Airport	Mr Nikolaus Gretzmacher & Ms Rita Heiss	17/02/2016	Equity	Bought	Malta Stock Exchange	Euro	4.74	100	Director on behalf VIE Shops

Dr Cory Greenland also has a beneficial interest.

No other director has a beneficial or non-beneficial interest in the Company’s share capital.

Internal Control and Compliance

The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute, assurance against normal business risks or loss.

Through the Audit Committee, the Board reviews the effectiveness of the Company’s system of internal controls, which are monitored by the Internal Auditors on a regular basis.

The key features of the Company’s system of internal control are as follows:

Organisation

The Company operates through the CEO and Executive Committee with clear reporting lines and delegation of powers.

Control Environment

The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities.

All employees of Malta International Airport plc are required to observe the highest standards of business integrity and respect legal obligations, including those arising under EU regulation during the course of their duty and whilst employed by the Group. Legal obligations include but are not limited to aviation safety, occupational health and safety, environmental protection, data protection, corruption and other criminal acts.

Anyone that becomes aware, or has reasonable suspicion, of improper practice by an employee of the Group should raise the matter promptly so that the matter can be investigated and addressed immediately. The Group is committed to promptly investigate any reports received and has established a dedicated channel for receiving such reports.

The Group has a duty of confidentiality and will therefore not reveal any information that identifies or may lead to the identification of the whistleblower unless express and written consent is given by the whistleblower.

Whereas the Group is committed to protecting whistleblowers from retaliation or detrimental action, legal or disciplinary action may be considered against individuals who submit false reports in bad faith.

Electronic Whistleblower Reporting System

Individuals who would like to raise a concern about an employee of the Group, may do so by submitting a report through the online system by clicking the button below.

Submit a Report