Director's responsibilities in The Cayman Islands - By: linda bing

The responsibilities of a Cayman Island director do not require an expertise in the specific type of business they are a driector of; their duties also do not require any specific industry related skill set. Any Cayman Island directors that are required to hold a specific skill will have been hired as an expert to utilize that skill in day to day concern of the company.

A Cayman Islands director's duties focus around many factors, which mainly include; appointment, launch and post launch.

Prior to appointment there are certain checks that a director should carry out, insuring an adequate check of the track record for dependability, honesty and competence of service providers as well as independent due diligence on the sponsors funds.

The duties of a director prior to appointment also include considering the competence and expertise of their co-directors, as well as critically familiarizing themselves with all operational approaches and ensuring all the appropriate insurances are in place.

Painstakingly checking the competence and expertise of co-directors and service providers is an important duty, as this will help to ensure good profit and minimal losses.

All of the articles surrounding indemnities and exclusions for directors are in the Articles of Association. Prior to appointment a director should ensure there is in place a sufficient directors' and officers' insurance policy.

The responsibilities of Cayman Islands director's in relation to the launch of the fund include ensuring the offering documentation includes information such as the financial position, losses, profits and financial prospects of the fund.

The duty of the director in ensuring the offering documentation includes all relevant information is crucial in maximizing investment potential, which goes hand in hand with the performance of the fund.

With relation to launch of the fund the director's responsibilities stretch to ensuring that all statements in the offering documentation can be verified, as well as carefully assessing the risk factors and the sufficient disclosure of conflicts of interest.

The careful assessment of risk factors by the director will aid in keeping inherent risks to an absolute minimum which is essential to maximize profits and limit losses, with the hope of eradication.

A Cayman Islands director's duties with relation to post launch of the fund include ensuring that any changes to the original offering document are delivered with all related documents to not only potential investors, but all existing shareholders.

Once the fund has been launched a Cayman Islands director's responsibilities include ensuring a sufficient number of operational procedures are put in place as well as setting up a system for the provision of regular reports to the directors from important people within the business.

With regards to administrators, a Cayman Island director should ensure that the report received from them includes in depth accounting information from the relevant period of time. The report should include; the NAV, details of profit and losses accounts, details of assets held by the fund, particular details of transactions including the gains and losses, comprehensive capital movement reports and subscriptions and redemption's.

A Cayman Islands director must also seek a regular and inclusive report from the investment manager. Reports from the investment manager must include in depth details of investments that have been made and sold during that specific period, as well as comprehensive details about proposed investments and sales.

Part of the duty of the director is to ensure that all the aspects of the investment managers report complies with the policies and strategies of the fund that were set out in the offering document.

The responsibilities of a director with regards to the investment manager's report are vast and far reaching, covering multiple aspects.

A Cayman Islands director should ensure that the reports from the investment manager are sent to the stockholders by the administrator, with all relevant documentation.

The directors should ensure that both the investment manager and administrator inform them immediately when a breach of investment policy, breach of instruction or a breach of the offering document and articles of association occurs.

An important duty of the director includes detecting digressions from the investment policy laid out in the fund and inaccuracies and inconsistencies in the reports that are supplied to them as well as the shareholders, and insisting on explanations for such diversions, inaccuracies and inconsistencies.

Cayman Islands directors have a duty to instruct the legal representatives of the fund to advise on, and report immediately on, any requirements and changes to the Cayman Islands Companies and Mutual Fund Legislation.

It is important for all directors to note that their duties include sourcing investigation and update of the Stock Exchange requirements and this should be done specifically by the fund's secretary or by the investment manager.

The responsibilities of Cayman Islands directors includes attending the meetings of the board of directors as and when required, and they should attend this meeting not less than once each fiscal company year. The meeting of the board of director's main function is to approve the annual audited accounts, furthermore other meetings can and should be held when required.

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