Other Disclosures

The ratio of own funds of the Company to the Own funds requirement stands at 187%, honouring the minimum conditions as per Article 9 of the Regulation.  The Company measures and assesses that the minimum requirement is met on a regular basis, and as a minimum at the frequency of the regulatory reporting.  The adequacy of the Company’s internal capital is also considered as part of the budgeting process and in the event of a significant activity.

Liquidity Risk

The Liquidity requirement for the Company is €245,525 being one third of the Fixed Overhead Requirement. As at 31 December 2023, the Company held total liquid assets for the value of €921,501. The value of which has been calculated using the applicable haircuts as required by the Investment Firms Regulation. In view that the Company has access liquidity of more than 3 times over the minimum requirement, it is considered that the Company’s exposure to Liquidity Risk is insignificant.

Governance

In line with Article 48 of the Investment Firms Regulation, the Company shall disclose information about its internal governance arrangements.  The board of directors of the Company is composed of 8 directors. The following are the number of directorships for each respective board member, as at 31 December 2023:

The Company has in place a diversity policy with regard to the selection of members of the board of directors. The board of directors consists of both executive and non-executive directors who have a background with experience in other regulated bodies as well as professional and business background which all assist in enhancing the composition of the board. The Company believes that diversity of gender goes beyond gender and extends to business and industry skills and experience, professional and industry backgrounds, geographical experience, diversity of thoughts, as well as ethnicity. Additionally, the Company set a target of no less than 12.5% female representation on the Board.

The Company has in place two key committees, the JMFA Risk and Compliance Committee (RCC), as well as the Audit Committee (AC).

The Risk Management Function (second line) is vested in the Risk and Compliance Committee. The RCC carries out an annual internal capital adequacy risk assessment process. Furthermore, the RCC oversees regularly the company’s risk register with a view to ensure that the Company’s risk profile is consistent with the risk appetite set by the Board. The RCC meets at least on a quarterly basis and during 2023, the Committee met 5 times.

The Internal Audit Function (third line), through the audit committee (including the internal auditor) provides objective and independent assurance and advice to the Board, over the governance, processes and systems of internal control and risk management operating in the Company. The AC meets at least on a quarterly basis and during 2023, the Committee met 7 times.

Remuneration Disclosures

The Company is required to disclose to the public, information regarding the remuneration policy and practices, including aspects related to gender neutrality and the gender pay gap, adopted by management for those categories of staff whose professional activities have a material impact on the firm’s risk profile.

The remuneration of the executive directors, senior management or staff who have a material impact on the firm’s risk profile is predominantly a fixed salary but bonuses are paid on an individual basis depending on their personal overall performance and on the overall performance of the Company. In aggregate during the financial year 2023, the fixed remuneration of such individuals amounted to a significantly high proportion of total remuneration. The fixed and variable ratio amounted to approximately 97:3.

The fixed remuneration is established on the role/responsibilities, work experience, and qualifications of the individual concerned. In terms of the variable remuneration (payable at the Company’s discretion), Key Performance Indicators (KPIs) are allocated to individual employees at outset, and at the end of each year assessed through a scoring system based on such KPIs. The employee can also be awarded an additional Company performance bonus, which is solely dependent on Company performance rather than Individual performance.

The Company recognises the importance of avoiding as much as possible conflicts of interest in the remuneration structure and as a policy ensures that the variable element is based on both quantitative and qualitative factors.

The Company has determined that senior management constitutes members of the Executive committee, whilst other management constitute staff who hold managerial positions (such as departmental managers) and/or who have a material impact on the firm’s risk profile.

The firm benefits from a derogation laid down in Article 32 (4) of Directive (EU) 2019/2034 on the basis of both point (a) and (b) of such Directive.

The quantitative information disclosed below pertains to the full financial year ended 31 December 2022 and is a total aggregate remuneration paid by the Company to senior management, risk takers and staff engaged in control functions.

The Company ensures that when remunerating staff it applies gender neutrality and it does not differentiate between staff of “male, female or diverse” genders. This in fact reflected in the remuneration provided to management who have similar or equal seniority roles. Moreover, there is no material gender pay gap between members in a management position.

The Company does not award variable remuneration in the form of shares, share-linked instruments or any other similar types. During the financial year 2023 there were no amounts of deferred remuneration paid, nor severance payments.

The Company has not established a remuneration committee based on the basis of the principle of proportionality. The Board of Directors in its supervisory function adopts and periodically reviews the general principal of the remuneration policy and is responsible for overseeing its implementation.

Version: April 2024