S.L. 386.31 Art. 3Interpretation.  Cap. 386.  Cap. 281.  S.L. 281.01. Cap. 386.  Cap. 281.  Cap. 370.      Cap. 281.  Cap. 281.  Cap. 281.   Cap. 281.   Cap. 403.  Cap. 403.   Cap. 204.  Cap. 281.   Cap. 403.   Cap. 574.   Cap. 281.  Cap. 281.  Cap. 281.    Cap. 452.

(1) Unless the context otherwise requires, any terms used in these regulations and not defined herein, shall have the same meaning assigned to them in the Companies Act, the Accountancy

Profession Act and in the Accountancy Profession Regulations.

(2) In these regulations, unless the context otherwise requires:

"Act" means the Companies Act;

"Accountancy Profession Act" means the Accountancy

Profession Act;

"Accounting Directive" means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/ EEC and 83/349/EEC;

"Alternative Investment Fund" or "AIF" shall have the same meaning as assigned to it in the Investment Services Act;

"annual accounts" shall have the same meaning as assigned to it in article 2 of the Act;

*Not yet in force. "Audit Directive" means Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC;

"audit firm" shall have the same meaning assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance of sustainability reporting as defined in the Accountancy Profession Act;

"auditor" or "statutory auditor" shall have the same meaning assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance of sustainability reporting as defined in the Accountancy Profession Act;

"Audit Regulation" means Regulation (EU) No. 537/ 2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC;

"assurance of sustainability reporting" shall have the same meaning as assigned to it in the Accountancy Profession Act;

"Board" means the Accountancy Board established by article 6 of the Accountancy Profession Act;

"captive insurance undertaking" shall have the same meaning as assigned to it in the Insurance Business Act;

"captive reinsurance undertaking" shall have the same meaning as assigned to it in the Insurance Business Act;

"Central Bank" means the Central Bank of Malta as established by article 3 of the Central Bank of Malta Act;

"consolidated directors’ report" shall be construed in accordance with the Act;

"consolidated financial statements" shall be construed in accordance with the Act;

"credit institution" shall have the same meaning as assigned to it in point (1) of Article 4(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/ 2012, as licensed by the Malta Financial Services Authority and excluding any passported institutions;

"directors’ report" shall have the same meaning as assigned to it in article 2 of the Act;

"group" shall be construed in accordance with the Act;

"group auditor" shall have the s a m e meaning a s assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance of sustainability reporting as defined in the Accountancy Profession Act;

"insurance undertaking" shall have the same meaning as assigned to "authorised insurance undertaking" in the Insurance

Business Act, as licensed by the Malta Financial Services Authority and excluding any passported institutions;

"issuer" shall have the same meaning as assigned to it in Article 2(1)(d) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/ EC;

"key intangible resources" means resources without physical substance on which the business model of the undertaking fundamentally depends and which are a source of value creation for the undertaking;

"large groups" shall have the same meaning as assigned to it in paragraph 1 of Part I of the Third Schedule to the Act;

"large undertakings" shall have the same meaning as assigned to it in paragraph 1 of Part I of the Third Schedule to the Act;

"listed public-interest entities" means an undertaking governed by the law of a Member State and whose transferable securities are admitted to trading on a regulated market of any Member State;

"Malta Development Bank" means the Malta

Development Bank as established by article 3 of the Malta

Development Bank Act;

"medium-sized undertakings" shall have the same meaning as assigned to it in paragraph 1 of Part I of the Third Schedule to the Act;

"Member State" means a member state of the European Union;

"Minister" means the Minister responsible for finance;

"net turnover" means the amounts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to turnover; however, for insurance undertakings referred to in point (a) of the first sub-paragraph of Article 1(3) of the Accounting Directive, "net turnover" shall be defined in accordance with Article 35 and point 2 of Article 66 of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings; for credit institutions referred to in point (b) of the first sub-paragraph of Article 1(3) of the Accounting Directive, "net turnover" shall be defined in accordance with point (c) of Article 43(2) of Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions; and for third-country undertakings falling under the scope of Article 40a(1) of the Accounting Directive, "net turnover" means the revenue as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements of the undertaking are prepared;

"parent undertaking" shall have the same meaning as assigned to it in Article 2(9) of the Accounting Directive;

"public-interest entity" shall have the same meaning as assigned to it in article 2(1) of the Accountancy Profession Act;

"Registrar" shall have the same meaning as assigned to it in article 2 of the Act;

"Regulation (EU) No. 575/2013" means Regulation

(EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012;

"Regulation (EU) No. 2020/852" means Regulation

(EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation

(EU) 2019/2088;

"small and non-complex institutions" shall have the same meaning as assigned to it under point (145) of Article 4(1) of Regulation (EU) No. 575/2013;

"small undertakings" means the companies referred to in article 185(1) of the Act;

"sustainability matters" means environmental, social and human rights, and governance factors, including sustainability factors defined in point (24) of Article 2 of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector;

"sustainability reporting" means reporting information related to sustainability matters established by and in accordance with regulations 6 to 22 and 24;

"sustainability reporting standards" means standards, established by delegated acts adopted by the European Commission on sustainability reporting from time to time, pursuant to the Accounting Directive;

"third country" shall h a v e the same meaning as assigned to it in article 2 of the Act;

"third-country audit entity" shall have the same meaning as assigned to it in the Accountancy Profession Act, with respect to the assurance of sustainability reporting;

"third-country auditor" shall have the same meaning as assigned to it in the Accountancy Profession Act, with respect to the assurance of sustainability reporting;

"third-country subsidiary undertakings and branches" means subsidiary undertakings and branches of undertakings which are not governed by the law of a Member State but whose legal form is comparable with that of an undertaking according to these regulations;

"Transparency Directive" means Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC;

"undertaking" shall have the same meaning as assigned to it in Article 2 of the Accounting Directive as well as insurance undertakings and credit institutions regardless of the legal form;

"undertaking for collective investment in transferable securities" or "UCITS" means an undertaking authorised in accordance with Article 5 of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

"Union" means the European Union.

"workers’ representative" shall have the same meaning as

"employees’ representative" in the Employment and Industrial

Relations Act.