MALTA INTERNATIONAL CONTEMPORARY ART SPACE (ESTABLISHMENT AS AN AGENCY) ORDER

(ESTABLISHMENT AS AN AGENCY)

SUBSIDIARY LEGISLATION 595.29

MALTA INTERNATIONAL CONTEMPORARY ART

SPACE (ESTABLISHMENT AS AN AGENCY) ORDER

28th September, 2018

LEGAL NOTICE 308 of 2018, as amended by Legal Notices 154 of

2021 and 205 of 2023.

The title of this order is the Malta International

Contemporary Art Space (MICAS) (Establishment as an Agency)

Order.

In this order, unless the context otherwise requires

"Act" means the Public Administration Act, unless

otherwise indicated;

"Agency" means the Malta International Contemporary

Art Space Agency established by article 3;

"Board" means the Board of Management as established

by article 4;

"Chairperson" means the Chairperson of the Board

appointed in terms of article 4(2)(a);

"Executive Head" means the Executive Head as provided

for in article 6;

"financial year" means the period of twelve (12) months,

starting 1st January and ending 31st December of every year;

"Malta" shall have the meaning as assigned to it by

article 124 of the Constitution;

"Minister" means the Minister responsible for culture;

"performance agreement" means the Agency agreement

as provided for in article 7(2)(a);

"Permanent Secretary" means the person, appointed in

terms of article 92 of the Constitution who is assigned and acts

in the role of Permanent Secretary as described in the Act

within the Ministry responsible for culture;

"specialised committees" means the specialised

committees of the Agency as provided for in article 9.

(ESTABLISHMENT AS AN AGENCY)

(1)

There shall be an Agency to be known as the Malta

International Contemporary Art Space Agency, for the primary

purposes of promoting contemporary art, providing a national and

international platform for contemporary art in Malta, and cultivating a

sense of artistic culture among the public.

(2)

The Agency shall be a body corporate having a distinct

legal personality and shall be capable, subject to the provisions of this

order, of entering into contracts, of employing personnel, of acquiring,

holding and disposing of any property for the purpose of its functions,

of suing and of being sued, of doing all such things and entering into all

such transactions that are incidental or conducive to the exercise and

performance of its functions in accordance with this order, and any

other function or operation of Government as may be assigned in

accordance with the law.

(3)

The legal representation of the Agency shall be vested in

the Chairperson

Provided that the Chairperson may, from time to time, and

under such terms and conditions and with such powers as he determines

in writing presented in a meeting of the Board where they are approved

by the said Board, appoint any one (1) or more of the members of the

said Board, or any one (1) or more of the officers or employees of the

Agency, to appear in the name and on behalf of the Agency in any

judicial proceedings or on any act, contract, instrument or other

document whatsoever.

(1) The Agency shall have a Board of Management,

with the primary role of overseeing the management of the Agency

administratively and artistically.

(2)

The Board shall be composed of the following members

(a)

the Chairperson, who shall be appointed by the

Minister after consultation with the Permanent Secretary;

(b)

the Deputy Chairperson, who shall be appointed by

the Minister after consultation with the Permanent Secretary;

(c)

not less than three (3) and not more than seven (7)

ordinary members, appointed by the Minister,

who shall possess professional qualifications or technical

expertise or knowledge or experience in the contemporary art

sector or show that they have skills in matters related to the

contemporary art sector or have skills and competences that by

means of which they may assist the Board in the fulfilment of its

role;

(d)

the Secretary, who shall be appointed by the

(ESTABLISHMENT AS AN AGENCY)

Minister after consultation with the Chairperson.

(3)

A person shall not be eligible to serve as a member of the

Board or shall be disqualified from continuing to serve as a member of

the Board where such person

(a)

is convicted of any of the crimes mentioned in

Titles V, VI and IX of Part II of Book First of the Criminal

Code;

(b)

is subject to a disqualification under article 320 of

the Companies Act;

(c)

is convicted of theft or fraud, or of knowingly

receiving property obtained by theft or fraud or of money

laundering or of bribery, or has otherwise been sentenced to

imprisonment for a term not less than three (3) months;

(d)

is legally interdicted or incapacitated;

(e)

is a Judge or Magistrate of the Courts of Justice;

(f)

is a member of the Cabinet in accordance with

article 79 of the Constitution or a Parliamentary Secretary

appointed in accordance with article 88 of the Constitution; or

(g)

has a financial interest or any other interest in any

enterprise or activity which is likely to affect the discharge of

his functions as Board member.

(4)

All the members of the Board, regardless of their role,

shall

(a)

in the execution of their duties, act with prudence,

diligence, attention and observe the good faith;

(b)

abide by the Code of Ethics for Board members in

the Public Sector issued by the Office of the Prime Minister;

and

(c)

sign an understanding outlining their duties as

Board members, including the duty of confidentiality and

regulating conflicts of interest.

(5)

The term of office for the members of the Board shall

expire after a period of three (3) years from appointment

Provided that the term of office of a member of the Board

may also end upon the death or resignation of that member or the

disqualification of that person from continuing to serve as a member

Provided further that the term of office of persons who

(ESTABLISHMENT AS AN AGENCY)

are serving as members of the Board on the appointed date may be

terminated by the Minister or renewed by the Minister in accordance

with the provisions of this order..

(1) The quorum necessary for the operation of the

Board shall be half the members in office together plus one (1)

Provided that a person, with the approval of the

Chairperson, may be invited by any member of the Board or by the

Minister to attend a meeting of the Board as an observer, with the right

and time to speak as may be granted by the member chairing the

meeting

Provided further that the Executive Head shall have the

right to request to attend a meeting of the Board as an observer to make

presentations on any matter relating to the conduct of the Agency’s

affairs or the performance of the Agency’s function.

(2)

The Board shall endeavour to meet at a minimum of once

every two (2) calendar months, on such date and at such time set by the

Chairperson after consultation with the other members of the Board

Provided that the Chairperson shall make the necessary

effort and arrangements to enable all the members to attend the meeting

on the set date and time.

(3)

In the absence of the Chairperson, the meetings shall be

chaired by the Deputy Chairperson.

(4)

The Secretary shall also be responsible for taking minutes

of all the procedures of the meetings of the Board, and for keeping a

record within the said minutes of all the questions raised, the

correspondences and documents submitted, and any declarations of the

directions taken in the books kept for that purpose.

(5)

When the circumstances so require

(a)

that a vote shall be taken, each member of the

Board shall have an original vote, except for the Secretary who

shall be a non-voting member of the Board;

(b)

that a tie-breaking vote shall be taken, the member

chairing the meeting shall be vested with a casting vote;

(c)

that a member or observer is to be removed during

one (1) or more meetings, the member chairing the meeting shall

have the power to order the removal of such member or

observer;

(d)

that the term of office of a member is to be

suspended temporarily, the member may suspend himself or be

(ESTABLISHMENT AS AN AGENCY)

suspended by the Minister

Provided that

(i)

in the case of self-suspension, the member

shall write to the Board and the Minister informing them

of the self-suspension; and

(ii)

in the case of a member being suspended

by the Minister, the Minister shall write to the member

being suspended and to the Board explaining the reasons

for the suspension

Provided further that the members shall not be

allowed to take a vote ordering the suspension of the term of

office of a member.

(e)

that a member is to be removed from office, the

member may be removed by the Minister

Provided that the Minister shall write to the

member being removed from office and to the Board explaining

the reasons for the removal

Provided further that the members shall not be

allowed to take a vote ordering the removal of a member from

office.

(6)

The Board shall afford to the Minister facilities for

obtaining any information with regard to the property and activities of

the Agency, and shall furnish the Minister with returns, accounts and

any other information with respect to the functions of the said Agency,

and afford facilities for the verification of any information furnished,

in such manner and at such times as the Minister may so require.

(7)

Without prejudice to the provisions of this order, the

Board may regulate its own procedure generally and, in particular,

regarding the holding of meetings of the Board, the notice that shall be

given of such meetings, the proceedings in relation to them, the

keeping of minutes, the custody, production and inspection of those

minutes and the opening, keeping, closing and audit of accounts.

(8)

The remuneration paid to members of the Board shall be

in accordance with the applicable directives and guidelines issued by

the Government from time to time.

(1)

The affairs and work of the Agency shall be the

responsibility of and shall be managed by the Executive Head

Provided that for the purposes of the Act, the Executive

Head is the Chief Executive Officer.

(ESTABLISHMENT AS AN AGENCY)

(2)

The Executive Head shall be responsible in particular, but

not limited to

(a)

the day-to-day running of the Agency, and the

coordination of work of the Agency;

(b)

the administration, the overall organisational

supervision, general operational control of the Agency and of

the officers and employees thereof;

(c)

the implementation of the performance agreement

and the development of strategies necessary for the

implementation of the Agency’s objectives and functions;

(d)

the collection, and to provide information and the

carrying out of preparatory work for the purpose of reports on

the operation of the Agency;

(e)

the internationalisation, and the development of a

relationship, collaboration and coordination with natural as well

as legal persons, public entities and local, national and

international organisations.

(3)

The Executive Head may establish units, divisions and

sections that are necessary in the organisational structure for efficient

management of the affairs and the work of the Agency.

(4)

The Executive Head shall

(a)

assign to those units, divisions and sections that

are established in accordance with sub-article (3) those duties

which he deems they may be delegated to the same;

(b)

coordinate the work of those units, divisions and

sections so established in accordance with sub-article (3).

(5)

In the exercise of his power to appoint or re-appoint a

person to the position of Executive Head, the Minister shall ensure that

the chosen person has suitable qualifications and competences, and

may appoint an Evaluation Committee for Appointments, with the role

of managing the selection process, and evaluating the candidates who

have submitted their names for the vacant position

Provided that the Evaluation Committee for

Appointments shall be composed of persons with skills and

competences related to the management of the Agency, and who are not

members of the Board or are not under any disqualification stipulated

in article 4(3) and (4).

(6)

The provisions of article 4(3) u (4) and of article 5(5)(d)

and (e) shall apply mutatis mutandis for a person serving in the position

(ESTABLISHMENT AS AN AGENCY)

of Executive Head.

(7)

A person serving in the position of Executive Head shall

hold office for a period of four (4) years

Provided that the term of office may also end upon the

death or resignation of that person or the disqualification of that person

from continuing to serve in the position

Provided further that the term of office of the person who

is serving as the Executive Head on the appointed date may be

renewed by the Minister according to the provisions of this order.

(1)

It shall be the function and purpose of the Agency

(a)

promote contemporary art in Malta through, but

not limited to, the performance of these functions, and promote

knowledge, awareness, appreciation and enjoyment of

contemporary art;

(b)

develop and maintain a national and international

profile in the field of contemporary art;

(c)

strengthen and ensure the achievement of the

highest quality in contemporary art, and this also through the

publication of new policies and changes in the current policies;

(d)

support the strengthening of the various skills and

talents in contemporary art, taking into account the cultural

diversity and the local resources of contemporary art in Malta;

(e)

build the contemporary art contribution in the

field of cultural promotion of Malta and in the field of local

cultural tourism;

(f)

set up contemporary art space and galleries and

hold local and international exhibitions and programs;

(g)

adopt those effective strategies so required to

ensure the conservation of works of art in the art space;

(h)

foster a relationship between the field of

contemporary art in Malta and that of other countries, through,

but not limited to, the promotion and availability of its work on

an international level, and supporting the position of Malta as a

hub for contemporary art in Europe and the Mediterranean, and

as an international partner in the cultural and creative fields;

(i)

establish a strong network of affiliations with

local and international cultural organisations;

(ESTABLISHMENT AS AN AGENCY)

(j)

organise educational, training and development

initiatives through, but not limited to, effective promotion and

education in contemporary art;

(k)

determine further recognition of the Agency’s

brand and safeguard the international recognition;

(l)

carry out those functions

which may be

considered ancillary to the functions referred to in this article.

(2)

For the purpose of carrying out its functions, the Agency

(a)

shall enter into a performance agreement with the

Permanent Secretary who shall regulate the operation and

projects of the Agency;

(b)

may collaborate with Ministries, Departments,

authorities, corporations and agencies of Government, local

councils, regional councils, non-governmental organisations,

public cultural organisations and private ones, and other

persons;

(c)

may enter into agreements, contracts and

obligations with natural as well as legal persons, public entities

and local, national and international organisations

Provided that the Agency, by means of a resolution of the

Board endorsed by the Executive Head, shall seek to obtain the consent

of the Minister before taking part in negotiations leading to and before

taking part in the formation of a company or partnership or entering

into a joint venture.

(1)

Without prejudice to the provisions of the

Constitution, and of any other law applicable thereto, and without

prejudice to the other provisions of this order and any applicable

directives, the appointment of employees of the Agency who are

required for the proper and effective performance of its functions, shall

be made by the Agency itself, with that remuneration and under those

terms and conditions which may be determined by the Agency.

(2)

(a)

In accordance with the provisions of the Act and

with the approval of the Prime Minister, the Agency may, from time to

time, and after consultation with the Minister, request that any public

employee shall be detailed for duty with the Agency in such capacity

and with effect from such date as may be specifically requested, agreed

or approved.

(b)

During the time within which a public officer is detailed

for duty with the Agency, while he is under the administrative direction

and control of the Agency, he shall remain and retain all the rights and

obligations of a public officer, and for the purposes of any law relating

(ESTABLISHMENT AS AN AGENCY)

to pensions for service with the Government, service with the Agency

shall be regarded as service with the Government

Provided that in assessing the pensionable emoluments

of such officer for the purposes of any law relating to government

service pensions, no account shall be taken of any allowances, bonuses

or gratuities paid to such officer by the Agency in excess of what he is

entitled to as a public officer

Provided further that during the time within which he is

so detailed to perform duties with the Agency, his terms and conditions

of service shall not be less favourable than those which are attached to

his appointment with the Government during the period aforesaid, and

such terms and conditions shall not be deemed to be less favourable

because they are not in all respects identical or superior to those

enjoyed by the officer concerned on the date of such detailing, if in the

opinion of the Prime Minister such terms and conditions, taken as a

whole, offer substantially equivalent or greater benefits.

(3)

The Agency shall follow the applicable directives and

shall use the salary scale and grading structure as stipulated in the

performance agreement.

(1)

The Agency shall have the specialised committees

listed in sub-article (2), which shall assist the Agency in the matters

described in their role.

(2)

The specialised committees shall be the following

(a)

the Committee for Creativity, which shall have the

role of assisting the Executive Head

(i)

in designing the artistic strategies of the

Agency;

(ii)

in the maintenance of the contemporary art

space and galleries;

(iii) in the organisation of exhibitions and in the

design of artistic programs;

(b)

the Committee for Internationalisation, which

shall have the role of assisting the Executive Head

(i)

in designing the strategies

for

the

internationalisation of the Agency;

(ii)

in the maintenance of a network of

affiliations at on international level, including the

creation and maintenance of collaborations at an

international level;

(ESTABLISHMENT AS AN AGENCY)

(iii) in coordinating the work between the

international emissaries of the Agency

Provided that sub-article (3) shall apply mutatis mutandis

for persons serving in the office of international emissaries of the

Agency.

(3)

(a)

The specialised committees shall be composed of

not less than three (3) and not more than five (5) members, one (1) of

whom shall be appointed as Chairperson, and a Secretary, who shall be

appointed by the Board.

(b)

In the exercise of his power to appoint or re-appoint

persons in the position of member of a specialised committee, the

Board shall ensure that the person selected has appropriate

qualifications and competences and is not under any disqualification

stipulated in the provisions of article 4(3) and (4).

(c)

The term of office for the members of specialised

committees shall expire after a period of three (3) years from the

appointment

Provided that the term of office may also terminate with

the death or resignation of that person or the disqualification of that

person from continuing to serve in office or by a decision in writing of

the Board.

(1)

The Agency shall be regulated through the

provisions of the Public Finance Management Act as provided for in

article 31 of the Act.

(2)

Subject to the provisions of this order, the Agency shall

carry out its work in such a way that the expenditure required for the

proper performance of its functions shall, as far as is practicable, be

met from its income and from the commercialization of its operation.

(3)

The Agency shall also receive from the Government,

from the Consolidated Fund, those amounts that may, from time to

time, be authorised for allocation to cover part of its expenditure that

cannot be met from its income and from the commercialisation of its

operation, as well as costs for specific works to be continued or to be

otherwise executed by the Agency.

(4)

Subject to any decision which the Minister may, from

time to time, make after consultation with the Minister responsible for

finance, any excess of income over expenditure shall be applied by the

Agency to the formation of reserve funds which shall be used for the

objectives of the Agency

Provided that the Minister and the Minister responsible

for finance may, in writing, order the Agency

(ESTABLISHMENT AS AN AGENCY)

(i)

to transfer to the Government that excess on

income; or

(ii)

to apply such excess revenue in such manner or

for such purpose as may be specified.

(5)

Any funds of the Agency which are not immediately

required to meet the expenditure, may be invested in such manner as

may be approved by the Permanent Secretary, from time to time.

(6)

The Agency, in the performance of its functions, may

impose fees, rates and other charges as may be published or agreed

upon with third parties.

(7)

The Executive Head shall be responsible for

administrating the Agency within the financial parameters of the

Agency.

(8)

(a)

The Agency shall prepare an annual report where

it shall render an account of its operation, activities and financial

situation in respect of each financial year.

(b)

In its annual report, the Agency shall provide

(i)

an overview of the Agency’s operation

during that financial year, including reference to the

implementation of the incorporated functions and the

Agency’s corporate governance; and

(ii)

a financial statement and the report of the

auditors, appointed by half of the members of the Board

plus one (1), containing a statement

(aa)

on the financial position;

(bb)

on the financial performance;

(cc)

on the changes in net assets or

equity;

(dd)

on the cash flow;

(ee) of the comparison between the

estimates prepared for the financial year under

evaluation and the actual expenditure of the

financial year under evaluation, and between the

actual expenditure of the financial year under

evaluation and the actual expenditure of the

previous year;

(ff) containing the opinion of the

auditors on the procurement management,

(ESTABLISHMENT AS AN AGENCY)

financial position and performance of the Agency;

(gg)

containing notes, including a

summary of significant accounting policies and

other explanatory notes

Provided that the contract of service with the appointed

auditors shall be concluded within one (1) month from the end of the

financial year and the auditors shall be bound to conclude their work

and provide the Agency with the report within five (5) months from the

date of conclusion of the contract of service.

(c)

The Agency shall, within five (5) working days of

receipt of the audit report from the auditors, transmit and present

the annual report to the Minister and the Permanent Secretary.

(d)

The Minister shall, within ten (10) working days

after the receipt of the annual report of the Agency, lay the

annual report on the Table of the House, or if at any time during

that period the House is not in session, within one (1) week from

the beginning of the following session.