Directorship

services

The firm focuses exclusively on the provision of independent directorship services and is highly selective in the clients it engages through its extensive client due diligence acceptance process. It further actively monitors and limits the number of manager relationships of each of its principals to ensure that each has sufficient time and resources to personally provide all aspects of the value added, high quality service expected by the firm’s clients and their investors in a manner consistent with the fiduciary obligations laid down by relevant laws and regulations as well as industry best practice.

Independence is assured. The firm has stringent internal controls in place to ensure that any actual, potential or apparent conflicts of interest that might prejudice independence are identified and resolved.

The firm’s principals are all experienced professionals with extensive industry knowledge. Their expertise encompasses all aspects of the formation and operation of investment funds and fund management companies domiciled in a wide range of offshore and onshore jurisdictions, including regulation, audit, compliance, accounting, administration and legal, thereby ensuring that they add significant value to the corporate governance of a fund.

A.R.C. and its principals are actively involved in relevant industry bodies and associations that have as their members a broad array of service providers to the alternative investment industry. These memberships ensure that the firm’s principals remain at the forefront of industry developments. Memberships of industry bodies include:

The Institute of Chartered Accountants in England and Wales (ICAEW)

Mr Tooker is a fellow of ICAEW, a world leading professional membership organisation that ensures its members meet the highest ethical and technical standards.

CFA Institute

Mr O’Neill is a Chartered Financial Analyst and a member of the CFA Institute, an organisation that promotes ethical and professional standards within the investment industry.

Cayman Islands Compliance Association (CICA)

A.R.C. is an active member of CICA, a body focused on the implementation of effective compliance and anti-money laundering programmes in financial services organisations in the Cayman Islands.

Cayman Finance

Through its membership of CICA, A.R.C. is also affiliated to Cayman Finance, a body aimed at promoting the development of the Cayman Islands’ financial services industry through cooperation and engagement with domestic and international political leaders, regulators, organisations and media.

The Association of Chartered Certified Accountants (ACCA)

Mr O’Neill is a fellow of The Association of Chartered Certified Accountants, the global body for professional accountants which focuses on professional values, ethics and governance.

The Institute of Directors (IoD)

Mr O’Neill is a member of the Institute of Directors. The Institute’s objective is to support, represent and set standards for the leadership skills of directors and good corporate governance practices globally.

A.R.C.’s principals provide a non-executive level of fiduciary oversight of the key corporate governance performance areas of an investment fund. Their oversight, which is consistent with applicable laws and regulations and industry best practice, extends to the following areas:

Fund Formation

• ensuring that the overall structure of the fund is broadly consistent with industry standards;
• vetting and reviewing service providers to the fund; and
• vetting and reviewing all fund documentation as well as service provider agreements to ensure reasonableness and consistency with industry standards.

Ordinary Course of Business

• ensuring that the fund has functioning valuation procedures in place;
• ensuring that the investment manager acts in accordance with the investment criteria and restrictions such that fund assets are invested in accordance with the same; and
• ensuring that service providers to the fund receive all required information from the investment manager of the fund and act in accordance with their service provider agreements.

Distressed Situations

• providing insight and direction to investment managers, investors, service providers and creditors in distressed situations, including conflict of interest and distressed fund situations.

All information obtained by the principals by virtue of their acting as a director of an investment fund or fund management company is treated as strictly confidential and will not be disclosed, unless such disclosure is authorised by the fund or fund management company and is approved by the relevant regulator where such approval is required, or is required by law.

The advanced technology infrastructure maintained by A.R.C., including the use of smart phones, laptops and secure remote email access, means that its principals are able to engage fully with clients at all times in all time zones even whilst travelling irrespective of their geographic location. A.R.C. also recognises that communications and infrastructure can be seriously disrupted in the Cayman Islands due to the occurrence of hurricanes or other events. It has detailed contingency plans and procedures in place to ensure that its operations will not be disrupted by any such events. Plans and procedures include the use of technology infrastructure and technical support located outside the Cayman Islands. The building in the Cayman Islands in which A.R.C.’s Cayman office is located has a detailed and effective hurricane preparedness plan designed to protect the building and its facilities and ensure continuity of operation of business.

A.R.C. has since its establishment in 2005 understood the importance of and remained committed to ensuring good corporate governance, well before such an issue enjoyed the high profile that it does today in the financial services industry. Good corporate governance is now expected by both regulators and investors, particularly institutional investors.

A.R.C. continues to offer a dedicated corporate secretarial service with the objective of ensuring that clients remain at the forefront of corporate governance best practice, which includes

• organising regular board meetings;
• ensuring the attendance of investment managers and other service providers at such meetings;
• preparing and circulating board meeting agendas;
• requesting quarterly reports from investment managers and administrators;
• taking detailed minutes of meetings and the filing of same with registered offices; and
• monitoring of post-meeting actions.