Roisin Cater

Board games

  • Print
  • Comments (3)

Readers' comments (3)

  • You noted:" Separate entities established by offshore law firms to provide directors to funds are great in theory, but can these directors ­really vote independently when their parent law firm is the fund’s legal adviser?" My question is - what standards were originally applied when these separate entities were deemed "independent" in this new model? Was it a self proclamation? How can the individuals in these separate entities be deemed independent when an affiliate receives remuneration for legal advice to the manager? I am not suggesting that it is not possible for one of these "independent directors" to think in a truly independent fashion, but why tempt fate? What we need are clear guidelines for what constitutes "independence". There is a clear definition of independence in the U.S. registered fund regulatory scheme and it references in part when remuneration of an affiliate would cross the line into materiality and thus negate the characterization of independence, and that is a good starting place if none other is being applied or suggested under the best practices for corporate governance that are currently evolving. You also noted: "Indeed, it is this that causes major ­allocators to expend considerable resource on additional due diligence rather than rely on fund directors to provide the governance culture they can be comfortable with." I believe that major allocators should never wholly rely on a board's governance no matter how strongly independent the board may be, as allocators have a continuing responsibility/ fiduciary duty to conduct continuous monitoring on their own.

    Unsuitable or offensive? Report this comment

  • As an independent director and audit & risk chair myself I am amazed that anyone could consider 25 to 30 roles as the low end and 'typical' as being hundreds of directorships.
    Minimal attendance at board meetings demands perhaps 12 days per year, but with strategy, committee and stakeholder work this typically extends to more than 20 days per year, sometimes 30 for a senior independent.
    I would question whether it is practical to carry out the role properly with any lower level of engagement. How aware are you of the organisations real situation? How able to provide governance and assurance on behalf of investors and other stakeholders? How able to carry out your full professional responsibilities as required by regulators? How able to protect your personal reputation again legal liability challenges?
    Surely it is time for more independent directors to take their roles seriously and to devote the time and attention really required for a proper job to be done?
    How many such roles can then be handled (perhaps 5?) and how would the independent director be properly remunerated to carry out this critical role?
    UK, Canada and Australia are already making big strides in this direction, yet it seems the US is not yet ready to move away from the 'hundreds of directorships' model? - or is it?

    Unsuitable or offensive? Report this comment

  • Malta have an opportunity to become a juristicion of integrity as they look to train directors in governance, a discipline lacking in other offshore areas,

    Unsuitable or offensive? Report this comment

Have your say

Mandatory Required Fields

Mandatory

Comments that are in breach or potential breach of our terms and conditions in particular clause 8, may not be published or, if published, may subsequently be taken down. In addition we may remove any comment where a complaint is made in respect of it. These actions are at our sole discretion.

  • Print
  • Comments (3)