Corporate Governance

Corporate governance

Leading the way

RS2 Corporate Governance means responsible management and supervision of our company with a strong focus on value creation.

We believe in open communication with our investors and customers, efficient internal and external control mechanisms and transparent accounting.

BOARD OF DIRECTORS

Mario has extensive knowledge of card management systems, with diverse exposure to international card organizations including VISA International, MasterCard, and DINERS Club International. Mario has served in the banking industry for 26 years. He joined RS2 in 1999 as Regional Manager for the Mediterranean Region, and in 2006 he took on the role of Deputy Chief Executive Officer. Mario was appointed Chief Executive Officer in January 2008 and Chairman in January 2012.

Mario Schembri

Chairman, Non-Executive Director Remuneration Committee Member

Radi joined RS2 in 1997 as a Project Manager. He was promoted to Customer Relationship Manager in 2002 and Head of Sales and Implementation in 2004. Radi specializes in the areas of issuing, acquiring, clearing and settlement, e-commerce, and accounting. The Group and clients benefit from his international experience, global network, and experience with the technical and product development units. Radi was appointed Chief Executive Officer in January 2012.

Radi Abd El Haj

CEO, Executive Director

Robert has vast experience in company law, contract law, financial services, employment law, maritime law, and legislative drafting. Being also an arbitrator, he has practiced in the fields of general commercial law, property law, and litigation. He has also acted as Chairman of Malta’s Employment and Training Corporation and as Chairman of Malta’s Housing Authority, and also as Board Director of Lohombus Bank. Robert is a Partner of GTG Advocates.

Dr Robert Tufigno

LL.D., Non-Executive Director Audit Committee Member Remuneration Committee Chairman

John currently serves on the boards of FINCA International, ELATERAL Ltd., Travelex Inc., and RS2 Software PLC. John retired as President, International Regions, from First Data in June 2015. He served as Senior Advisor at McKinsey & Company (2007–09). From 2002–07 he served as Executive VP and Global CMO for Visa International. John was the founder, Chairman, and CEO of FutureBrand, built from a start-up into one of the leading worldwide corporate brand and design consultancies.

John Elkins

Non-Executive Director

Franco, a Certified Public Accountant, spent 27 years working in public practice. He specializes in corporate strategy, governance, risk, and finance, and is today director and member of the UK Institute of Directors. His portfolio includes directorships on Boards, Audit Committees, and Risk and Compliance Committees in various sectors. Franco is CEO of the leading logistics company in Malta. He also contributes towards the development of the Malta Institute of Accountants.

Franco Azzopardi

Non-Executive Director Audit Committee Chairman Remuneration Committee Member

Natalie, Corporate Strategy Director- Barclaycard Payments is a proven leader within the payments industry with 19 years of experience within the Barclays Group. Natalie Strange supports the Barclaycard Payments executive team shape commercial strategy for Corporate and Small Business segments across the Issuing and Acceptance business. Natalie has extensive customer experience spanning holding various leadership posts within Barclaycard Payments from leading International and Ecommerce Account teams and UK New Business teams for Barclaycard Payments, Acceptance and Specialist Products.

Natalie Strange

Non-Executive Director

Raša is a Professor of Finance and Vice Dean Education at ebs.edu. He also serves as an academic director of the Master in Finance program and head of chair of finance. Raša’s work has been featured in top media outlets such as The Wall Street Journal, The New York Times, and Der Spiegel. He advised members of the US Congress on the topics of regulating cryptocurrencies and other blockchain-related technologies.

Raša Karapandža 

Non-Executive Director Audit Committee Member

Ivan represents clients in a broad spectrum of substantive legal areas. Having vast experience in advising companies and board committees on corporate governance, he has facilitated a variety of transactions, including securities offerings, venture capital investments, corporate acquisitions, regulatory, and compliance matters. Ivan has presided over the Levy Appeals Board and the Customs and Excise Tax Appeals Board of the Ministry of Finance. Ivan is a Partner at GTG Advocates.

Dr Ivan Gatt

LL.D., Company Secretary

Board of Directors

management team

Radi Abd El Haj

CEO, Executive Director

Ulrike joined RS2 in 1996 with a Master’s Degree in Economics and Business-Related Computing. She is Chief Product Officer at RS2 Group. Ulrike is leading the implementation of new business-driven products through agile product focus teams, ensuring system conformity, and implementation towards our partners. Ulrike is also the Managing Director of RS2 Germany and RS2 Financial Services. Furthermore, she is also the resident expert of accounting-related questions regarding the BankWORKS® system.

Ulrike Schäffter

Group Chief Product Officer

David has held for the past 15 years various positions in the IT industry. He joined RS2 in 1997 as a Project Manager and in 2001 he was appointed to head RS2’s Project Management teams in Malta and Germany. At RS2, David introduced various project management methodologies within the company and implemented numerous projects across the globe. As of December 2015, David has been entrusted to head the sales and client relationship teams for RS2 Software PLC and RS2 Smart Processing.

David Amato

Group Chief Implementation Officer

Jens has more than 25 years of experience in banking, payments, and financial services. He served as a CFO/COO at Concardis, the leading payment service provider in Germany, and led, as CEO, the European business of EVO Payments, after having built Deutsche Card Services, as General Manager, into one of the leading e-commerce acquirers. Jens started his career at Deutsche Bank, where he held various senior roles in Corporate and Transaction Banking. Jens is a Six Sigma Black Belt, and graduated in Banking and Economics.

Jens Mahlke

Group Chief Financial Officer

Antoine joined the Company in 2003 and has since served in multiple roles within the technology team. In 2016, Antoine was entrusted to head the Technical Unit. He has been involved in a number of transformation projects and led multiple software development initiatives from the R&D phase up to the successful development of strategic projects across the globe.

Antoine Cutajar

Group Chief Technology Officer

Marlene moved to RS2 after gaining experience in business administration, human resource management, project management, and change management with one of Malta’s largest public authorities. She served as Director for Corporate Services within the Malta Environment and Planning Authority for the last four years and facilitated the 2010 MEPA reform. She was appointed Chief Operating Officer of RS2 Software PLC in March 2020 in addition to her existing role as Chief Administrative Officer.

Marlene Attard

Chief Administrative Officer, Chief Operating Officer

Kolja is an experienced and successful business leader, having established several successful technology businesses in North America and Europe, and currently serves as General Manager for RS2 North America. He established Mopay as a leading mobile payments provider in the United States before it was sold to Boku, and was responsible for the launch of DIMOCO Americas with overall responsibility for corporate development and global business development.

Kolja Reiss

General Manager, RS2 North America

Patrick Gauci has more than 25 years of experience in leading roles in Card Payments, Operations, Risk and Fraud Management. Patrick joined RS2 in 2012 and was one of the main catalysts in laying out the operational foundations of RS2 Managed Services and as the Head of Operations launched the RS2 Payments as a Service and successfully integrated many clients globally (APAC, EMEA & LATAM). As General Manager of RS2 Smart Processing Patrick will now be responsible to drive growth globally in line with RS2 Corporate strategy and values.

Patrick Gauci

General Manager,
RS2 Smart Processing

Management Team

PDMR Information

The Board of Directors and the Management Team of RS2, as well as persons closely associated with them, shall notify RS2 and Malta Financial Services Authority of every transaction conducted on their own account relating to the shares or debt instruments of RS2 or to derivatives or other financial instruments linked thereto.

Code of Ethics

Our Code of Ethics guides us in maintaining a culture of openness, trust, and integrity in our business practices. Effective ethics is a “team effort” involving the participation and support of every employee. We are committed to protect employees, business partners, and suppliers from illegal or damaging actions by individuals, either knowingly or unknowingly.

Statement of Compliance

The Company supports the Code of Principles of Good Corporate Governance (the “Code”) originally issued by the Malta Stock Exchange which now forms part of the Listing Rules. The Board has taken such measures as are necessary in order for the Company to comply with the requirements of the Code to the extent that these were considered appropriate and complementary to the size, nature and operations of the Company.

External Auditors

Deloitte Audit Limited

Deloitte Place

Triq L-Intorjatur

Central Business District

CBD 3050

Malta