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Offshore Funds & Companies Having the right independent director is crucial. We offer highly qualified independent directors to serve as company and fund board members. Our independent directors are experienced and qualified professionals who work with hedge funds and other types of business companies. Our independent directors only sit on a limited number of appointments and this ensures prompt attention to any matters that arise. We would be delighted to provide you with a detailed proposal for our independent director services. Contact either Hannah Terhune or Mark DuBois to Learn About Our International Director 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. Executive directors are full-time employees involved in the day-to-day management of the company. However, funds 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 British Virgin Islands, the Bahamas and the Cayman Islands as an example being one of the most popular jurisdictions to establish an offshore hedge fund, the Companies Law has developed under the principles of English common law. In this countries, the duties are 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.
What is a Nominee Shareholder and How Does a Nominee Relationship work? A nominee is a person or entity named by another party (called a “nominator”) to hold title to a certain property. The nominee is the registered owner of the property but not the beneficial owner. All rights and incidents of true ownership belong to the beneficial owner. The nominee stands in a position of trust to follow the orders of the beneficial owner with respect to the asset. For example, if a parent registers stock in the name of his son, and the parties understand that the son holds bare legal title to the stock, the parent is the party with the right to vote the stock. Further, the payment of dividends by the company to the son does not mean the son can keep the funds paid. He has the duty to turn over the dividend to the parent. Following these lines, the parent, and not the son must report the dividend income on his or her tax return. This example illustrates how the use of nominees does not alter the obligations of the beneficial owner with regard to paying tax and meeting any reporting requirements with respect to the stock.
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