INDEPENDENT FUND DIRECTOR

Offshore funds commonly use independent directors to ensure the fund is being operated in the best interest of the investors. In today’s global environment the major issue is the quality of the corporate governance, so having the right independent director is crucial.

SCG can provide highly qualified Cayman Islands based independent directors to serve as fund board members. The directors can act for companies formed anywhere in the world subject to jurisdictional requirements.

Our independent directors are experienced and qualified professionals who work with hedge funds and other types of investment companies providing independent directorship. Our directors have acted for some of the most respected names in the hedge funds industry as well as serving as directors for subsidiaries for some of the largest U.S. mutual funds and other clients.

Our independent directors only sit on a limited number of appointments to devote the necessary time to the affairs of the fund. This ensures the directors prompt attention to any matters that arise.

We would be delighted to provide you with a detailed proposal for our independent director services.

Other services include:
• Corporate Governance
• Company Secretary
• Nominee Shareholder
• Physical Office Services
 
What is a director in a fund context?
The basic function of the board of directors is to oversee the business and activities of the company at a high level. The company has legal personality separate from the shareholders and crucial to this separation are the board of directors, who are ultimately responsible for the management of the business in accordance with rules detailed in the memorandum and articles of association but also the provisions of company law and other laws in the jurisdiction in which it is established.

Non-Executive, Executive and Independent
Executive directors are full-time employees involved in the day-to-day management of the company. However, would normally have non-executive directors who are not required to dedicate their entire time to the company. It should be noted that there is no legal distinction between executive and non-executive directors. Non-executive directors have the same legal duties, responsibilities and potential liabilities as executive directors and they are required to dedicate the necessary time to each of their appointments.

An “independent” director is one who is independent of management and free from any business or other relationships which could significantly interfere with the director’s ability to act in the best interests of the company or investors.

Duties of Directors
Whether executive or non-executive or independent, all directors have the same duties.
In the Cayman Islands as an example being one of the most popular jurisdictions to establish an offshore hedge fund, the Companies Law in the Caymans has developed under the principles of English common law.

In the Cayman Islands the duties of a director fall into two broad groups:
• the duties of loyalty, honesty and good faith (or “fiduciary” duties), and
• the duties of care, skill and diligence.

These duties exist to protect shareholders (and creditors in some cases) so that the company is operated in a proper business like manner so that the rights of each of the shareholders are not disregarded by those charged with the management of the Company.

Directors have a fiduciary relationship with the company that encompasses the concept of trust and confidence – a fiduciary is expected to put the interests of those he is acting for ahead of his own, to avoid any semblance of conflict of interest.

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