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Malta: The EU Domicile Allowing a Protected Cell Company Structure

1024 683 Jatco Insurance


Malta is one of the very few domiciles which allow a Protected Cell Company (PCC) structure in the insurance sector. A protected cell in Malta allows a cell owner to insure directly own risk in the EEA and sell insurance to third parties in the EEA. The PCC structure can be applied to both insurance companies and insurance broker companies.

Operating model of a Protected Cell Company

A PCC operates in two parts; the company core and the cells. The core part comprises all non-cellular assets including the company’s core share capital, investments and liabilities. The core share capital may be the minimum required by law or larger depending on its activities. The core does not need to take any of the cell’s risk itself but must be solvent at all times, based on the business written by the whole company, including the cells. Once established, a PCC can form cells for third parties.

A PCC can create within its structure one or more “cells” for the purpose of segregating and protecting the cellular assets of the company from those of other cells or the assets of the core itself. The cells are independent from each other and from a legislative point of view are protected from each other. A cell is formed by the creation and issue of a class of cell shares within the cell company in respect of each individual cell. The core and its cells are to be treated as one legal entity, as the cells do not have separate legal personality. The cell is only treated as a separate entity for tax purposes. Cells contract through the PCC which acts on behalf of the cell.

The cell company and its cells may conduct business of insurance and reinsurance as principals, captives, in respect of general and long-term business and also as insurance brokers.

The Companies Act (Cell Companies Carrying on Business of Insurance) Regulations, 2004 allow a licensed Affiliated Insurance Company to be registered as or convert to a protected cell company (PCC). Transfer of cellular assets is possible subject to approval of the MFSA. However, a cell company does not require cell transfer approval in order to invest, change investment of cellular assets or make payments or transfers from cellular assets in the ordinary course of the company’s business.

Cell Management

The PCC has a single board of directors which takes responsibility for the transactions within the core and cells, and for the statutory and regulatory compliance and corporate governance requirements of the company as a whole. Although the board may delegate the management and administration of a cell, or parts thereof, to a cell committee which may include representatives of the cell owner, it is ultimately the board of directors of the PCC which is responsible for all cells and cellular assets.

The assets of any one particular cell are only available to the shareholders and creditors of that cell; creditors of another cell have no recourse against them. However, in the event that the cellular assets of one cell have been exhausted, the company’s core assets may be secondarily liable to satisfy any cellular liability of one of its cells.

The PCC Structure


The Benefits of the PCC

The PCC provides a number of advantages when compared to a stand-alone company. One of the key elements is that an insurance broker or insurance company can conduct business through the ownership of a cell using the core’s capital. Lower capital requirement means that each cell is only obliged to hold capital needed to protect its risks, while the own funds requirements apply to the PCC as a whole. Cells also benefit from lower running costs compared to stand-alone companies since there is no need to set up a separate company. Owners benefit from simpler administration and shared overhead costs.

Cells face lower risk since the risks within each cell will be legally segregated from other cells. Furthermore, PCCs and their cells in Malta can directly access EU markets through a single-passport route, thus avoiding fronting arrangements. Cells can also benefit from Malta’s favorable tax imputation system through which foreign shareholders can benefit from a tax refund after that year end taxation has been paid by the cell.

The authorisation process for cells is usually faster and less demanding since the management of the PCC is already known to the regulator. Entities that have not had a great deal of exposure to the business of insurance can benefit from the experience of the PCC in regulatory issues, as well as the day-to-day running of an insurance company or insurance brokerage company.


Management: Stop telling people what to do!

1024 768 Nick Clench


Managing people is hard. Coupled with the fact that most people don’t receive any formal training, it’s hardly surprising. For highly skilled professionals such as lawyers or accountants it is even harder.

Professionals don’t choose their vocations in order to be managers – they choose them because they love the technical side of what they do. I work with a lot of professionals to help them build leadership and management capability and they all say the same thing: they never intended to be managers, it just kind of happened.

The temptation for new, or even some more experienced, managers is to fall into a traditional management style – command and control, giving instructions and answers, delegating only small tasks, giving information on a need-to-know basis and only giving feedback once a year when it is absolutely necessary. However, this style doesn’t work for talent – you stifle people’s creativity, initiative and ultimately their development.

What we know about people at work, is that they develop faster when they have to think and learn for themselves. It can often feel quicker and easier to simply tell people the answers, but when they work it out for themselves they learn, and can apply that learning to a multitude of other situations. I sometimes hear managers say ‘but they don’t want to learn, they don’t seem to care, they just want the answers’, well maybe because they have gotten used to it and I am not surprised they are demotivated and disengaged if that’s the environment they are working in.

People go to work to do a good job. Very few people, if any, go to work to do a bad job. This is especially true in the professions when you consider how much motivation, learning and training is required just to get to the interview stage! Once professionals are even a little way into their career, they are sufficiently capable and willing to learn and develop, so treat them as such.

People are changing too. Those lucky enough to be under the age of around 35 are known as Generation Y or ‘Millennials’. This generation born in the internet era have very different expectations to their Gen X or Baby Boomer predecessors. They expect their development to be at the top of your agenda, just as it is theirs. They seek fulfilment from their jobs rather than high salaries or status. They are impatient too, if they are not getting what they need from a job (or firm) they will happily move on in search of it.

So it’s time to manage differently. Stop telling people what to do. Instead, listen to them, understand their issues and goals, let them talk them out with you. When it comes to the time when you would normally tell them what to do, stop. Ask them what they think they should do. They will probably surprise you and already know the answer. Draw it out of them, encourage them to evaluate it, or better still to try it and review the outcome. They will learn faster this way and spend less time pestering you for answers, allowing you to get back to what you love – what you went into your vocation for in the first place. Empower people, delegate responsibility not just tasks, involve them in brainstorming and decision making, listen to their suggestions and help them learn.

Steve Jobs once said, “It doesn’t make sense to hire smart people and then tell them what to do; we hire smart people so they can tell us what to do.” Give it a try.



Managing Stress in the Workplace

1024 683 Clare Evans, Personal and Business Coach


Stress at work accounts for 35% of work related ill health. Almost 23 days a year are lost per stress related incident resulting in over 9.9 million days a year! According to the Labour Force Survey 2014/15, the impact of stress on lost productivity costs UK businesses £3.7 billion a year.

With more and more demands on our time and the pressures of modern living we’re all likely to be affected by stress at some point in our lives. While major life changes like death, divorce and moving house are an obvious and significant cause of stress, we also come under stress every day through the demands, situations and environments in which we find ourselves.

Stress is an adverse reaction to a situation, pressure or demands being placed on you that you’re not able to cope with. You’re likely to feel under pressure and become stressed by rush-hour traffic, working long hours, a heavy workload, performance pressure, meeting deadlines, confrontation and change.

The level of stress experienced will vary from one person to another. What you find stressful might be an enjoyable or challenging experience for someone else.

We all handle stress differently. You need to understand what causes you stress, what is an acceptable level of stress and how you can manage and reduce your stress levels. A certain amount of pressure will stir you into action, give you the push you need to meet deadlines, deal with confrontations and provides the challenges which make work (and life) interesting.

Too much pressure results in stress which has an effect on you physically and mentally. Continued stress results in a loss of performance, lower productivity and affects how you think and feel.

Stress is known to be a major cause in many health-related problems:
• digestive issues
• back neck and shoulder pain
• skin conditions
• disruption to sleep and insomnia
• high-blood pressure
• loss or gain in weight
• heart disease
• headaches
• depression

… the list goes on.

Stress is one of the main reasons employees take time off from work. Even less serious physical symptoms – lack of concentration, low energy levels, forgetfulness, being late and frequent colds can all be signs of stress and will have an affect on productivity.

The impact of stress is now far better understood. Recognise the source of your stressful situations.

Here are a few ways to reduce or deal with stress:

Look after yourself:

– Get a good night’s sleep. Lack of sleep will affect you how you feel and affects your productivity. Get at least 7-8 hours a night if you want to be productive and effective.

– Eat a healthy, balanced diet. Too much processed, high-fat, high sugar food buts a strain on your body and your digestive system. Eat plenty of fruit, vegetables and drink water. You’re more likely to be dehydrated than hungry.

– Avoid excessive stimulants. Coffee, tea, cigarettes and alcohol. While these might give you a short-term fix to deal with a situation, their long-term effect is likely to have negative consequences.

– Take regular exercise. Getting active allows your body to deal with and release any build-up of stress. Being fit enables you to deal with stress in a more positive way by increasing your energy level, helping you to focus.

– Allow time for yourself, your family and friends. When you’re under pressure it’s too easy to get caught up in work and miss out on important social time.

– Switch off. When your mind is buzzing, you feel overwhelmed and more stressed. Calm a busy mind with breathing exercises, meditation or relaxing movement such as yoga or tai-chi. Mentally switching off is proven to be beneficial to your overall wellbeing.


Manage your workload:

– Work fewer hours. The longer you work, the more tired and stressed you become and the less productive you are. Set clear start and end times, focus on prioritising and taking control of your workload. You’ll be more productive with a cut-off time rather than just carrying on working until you’re ‘done’.

– Set clear boundaries and expectations. If you often feel overwhelmed, know when to say no and set clear expectations with your boss, colleagues and customers/clients about how much you can do, what’s expected and when it will be done.

– Take responsibility. You’re not always in control of everything that’s going on around you but take responsibility for your own work and wellbeing. What do you need to put you back in control and reduce your stress levels?

– Be pro-active. When you’re constantly reacting to outside demands, you’re more likely to feel stressed. Plan ahead. Prioritise what’s important, stay focused and avoid distractions.

– Keep things in perspective. Take a deep breath and ask yourself “What’s the worst that can happen?” Too often you end up worrying or getting stressed over the smallest things ‘Don’t sweat the small stuff’.

– Work within your own ability. Being challenged and stepping out of your comfort zone creates a sense of challenge and achievement through positive stress enabling you to grow. However, constantly being expected to do things for which you have no skill, ability or knowledge leads to mistakes, poor quality and stress.

Communicate. Let the people around you know how you’re feeling and give feedback in a timely and appropriate way. Avoiding either bottling up your emotions or letting them get on top of you.

Talk it through. It really does help to talk. Sometimes just getting what’s causing you stress out of your head, can help give you a sense of perspective and help you come to a decision.

• What causes you the most stress?
• What level of stress do you experience from a particular task or on a particular day?
• How does it make you feel?

Take a few minutes to think about your current stress levels. What can you do to manage your workload, improve your wellbeing and reduce or manage your stress?

Arrange time for a chat if you’d like to reduce your stress levels. Find out how to apply these to your own situation.