GlobalCapital

GlobalCapital plc Board Members

Prof Paolo Catalfamo Chairman Prof Paolo Catalfamo is the founder of Investar, based in Malta, Luxembourg, Switzerland and the US, and Professor at the Villanova School of Business in Philadelphia. He serves as Chairman of GlobalCapital plc, a financial conglomerate listed on the Malta Stock Exchange. He is also Chairman of GlobalCapital Life Insurance ltd, Chairman of GlobalCapital Health Insurance ltd and Chairman of GlobalCapital Financial Management ltd, all regulated by the Malta Financial Services Authority. He’s a Board Member of Centtrip Ltd, a London-based fintech company regulated by the UK Financial Conduct Authority. Previously, he served as Deputy Chairman and CEO for Italy and Southern Europe of Franklin Templeton, the world third largest independent asset management group.

Mr Joseph Schembri Senior Independent Director Mr Schembri is a consultant with Baker Tilly Sant. Mr Schembri is a certified public accountant and auditor. He was an audit partner of Joseph Tabone & Co and Senior Partner of KPMG Malta, as well as a board member of the KPMG regional practice specialising in Financial Services. Mr Schembri has also acted for a three-year period as director of EneMalta Corporation and as a member on the Disciplinary Committee of the Accountancy Board and the Malta Institute of Accountants. Mr Schembri was actively involved in the setting up of a KPMG member firm in Libya, acting as risk management principal as well as audit principal for foreign owned oil and gas clients operating in Libya. Mr Schembri sits on the Audit, Risk and the Remuneration and Nominations Committees of the Board of Directors of the Company.

Mr Joseph Del Raso Director Dr Del Raso is a partner in the Commercial Department of Pepper Hamilton LLP. He is experienced in assisting businesses with a variety of international and domestic transactions, and advises on government relations on the federal, state and international level. Dr Del Raso leads the firm’s Investment Management Practice Group and is co-chair of the firm’s Italian Desk and a practice leader for mutual funds of the firm’s Funds Services Practice Group. He is a past member of Pepper Hamilton’s executive committee and currently serves as a director of Freeh Group International Solutions, a Pepper Hamilton subsidiary. Dr Del Raso sits on the Audit, the Remuneration and Nominations Committees of the Board of Directors of the Company.

Mr Greg McGowan Director Mr Gregory Eugene McGowan, also known as Greg, J.D., serves as an Executive Vice President and the General Counsel at Templeton International Inc. Mr. McGowan serves as also an Executive Vice President at Templeton Investment Counsel, LLC. He serves as the Senior Vice President, the Executive Vice President of International Development and the Chief International General Counsel at Templeton Worldwide, Inc. Mr. McGowan serves as an Executive Vice President and Director of Templeton Global Advisors Limited. He joined Templeton Global Advisors Limited in 1986. He served as President at Templeton Global Govt., Templeton Emerging Markets Income Fund and Templeton Global Income Fund since 1996. Mr McGowan served as a Venture Advisor at Zero Stage Capital. Prior to this, he served as a Senior Attorney for the United States Securities and Exchange Commission. Mr McGowan serves as a Director at Templeton Asset Management Limited. He has been non-executive Director at Templeton Global Growth Fund Ltd. since January 1999. He serves as a Director at Templeton International Inc., Templeton Worldwide, Inc., and Franklin Templeton Investments Australia Limited. He has been Director at GlobalCapital plc since July 13, 2017. Mr McGowan serves as Director of Franklin Templeton Investments Japan Limited, Templeton Investment Counsel LLC, Franklin Templeton International Services S.A., Franklin Templeton Investments Asia Limited and Franklin Templeton Holding Limited. He is a J. D. from Georgetown University Law Centre. Mr McGowan holds an M.A. degree from the University of Paris and a B.A. degree in Economics and International Affairs from the University of Pennsylvania.

Ms Cinzia Catalfamo-Akbaraly Director Cinzia Catalfamo studied Economics at the Bocconi University in Milan, focusing in particular on developing countries. After moving to Madagascar in 1993, she set up the Fihavanana Association to help orphaned and more disadvantaged children, followed in 2008 by the Akbaraly Foundation, a humanitarian organization that works to improve living conditions in Madagascar, focusing in particular on the health of women and children. In 2010, she launched 4aWoman, the first integrated healthcare project focusing on cancer prevention in sub-Saharan Africa, in partnership with the local Ministry of Public Health and the World Health Organization. Since 2017 she is Manager of Global Academic Network and Interagency Partnerships at FIFA. Last year, she became a Fellow at the Bocconi University, where she has actively contributed to the creation of the Africa Lab within the SDA School of Management, an innovative think tank and research lab aiming to contribute to the development of entrepreneurial opportunities in Africa. In the same year, she became an Advisor on GlobalCapital’s Board.

Dr Clinton V Calleja Company Secretary Dr Clinton Calleja is a practicing lawyer, specialising in the fields of corporate and commercial law. He is a partner in a local law firm. Dr Calleja was appointed company secretary of GlobalCapital plc and its regulated and operating subsidiaries in 2008.

GlobalCapital plc Principal Companies

Board Members - GlobalCapital Life Insurance Ltd Prof Paolo Catalfamo – Chairman Ms Cristina Casingena - Managing Mr Joseph Schembri Mr Nick Taylor

Board Members - GlobalCapital Health Insurance Agency Ltd Prof Paolo Catalfamo - Chairman Ms Adriana Zarb Adami - Managing Mr Joseph Schembri Mr Hamish Rhodes Mr Jonathan Camilleri

Board Members - GlobalCapital Financial Management Ltd Prof Paolo Catalfamo – Chairman Mr Konrad Camilleri – Managing Mr Joseph Schembri Dr Andrea Giovanni Carini

Company Secretary for All Boards - Dr Clinton V Calleja

GlobalCapital plc Committees

Audit Committee

The Audit Committee is composed entirely of non-executive Directors and assists the Board in monitoring and reviewing the Group’s financial statements, accounting policies and internal control mechanisms in accordance with the Committee’s terms of reference. The responsibilities of the Audit Committee also include the review and approval of related party transactions in accordance with the Listing Rules.

The Audit Committee also approves and reviews the Group’s Compliance Plan and Internal Audit Plan prior to the commencement of every financial year and monitors the implementation of these plans.

The Group’s Internal Auditors, the Company’s External Auditors and Chief Financial Officer are invited to attend Audit Committee Meetings on a regular basis, as deemed appropriate.

The Committee comprises:

Mr Joseph Schembri (Chairman)
Mr Joseph Del Raso
Mr Gregory McGowan

Nominations and Remunerations Committee

The Nominations and Remuneration Committee is responsible for making recommendations for appointment to the Board and for reviewing the constitution of the Group’s Boards, in order to ensure that appointments to Boards are conducted in a systematic, objective and consistent manner. It is also responsible for the review of performance of the Group’s Board members and committees, the appointment of senior executives and management and the development of a succession plan for senior executives and management.

Additionally, this committee monitors, reviews and advises on the Group’s remuneration policy as well as approves the remuneration packages of senior executives and management.

The Committee comprises: