As the alternative investment landscape continues to evolve, Cayman Islands entities are facing increasing regulatory demands and heightened investor scrutiny. With the end of 2024 fast approaching, ensuring your board meetings are well-planned and executed has become more than just a best practice - it's a critical discipline that can directly impact your entity's reputation, operational efficiency, and long-term success.
In April 2023, the Cayman Islands Monetary Authority (“CIMA”) introduced the Rule on Corporate Governance for Regulated Entities (“The Rules”), which came into effect on 14 October 2023. These rules set clear guidelines for entities such as funds, companies and trusts to follow in order to maintain solid corporate governance.
Key Responsibilities of the Governing Body
The Rules mandate that a regulated entity’s Governing Body takes responsibility for the establishment, implementation and maintenance of a solid corporate governance framework.
- The Governing Body is responsible for establishing and overseeing the implementation of the entity’s corporate culture, strategy and objectives.
- The Governing Body must be composed of an appropriate number of individuals and follow robust internal governance practices, including a succession plan for Directors and Senior Management.
- A detailed record of roles and responsibilities of the Governing Body, Senior Management and persons in Control Functions must be kept.
- The Governing Body must ensure that all communications and requests from relevant regulators are handled accurately and promptly.
- While sub-committees may be formed to manage specific tasks, the Governing Body retains ultimate accountability.
- At least once per year, the Governing Body must convene and hold a meeting.
Transparency and Communications Principles for Governing Bodies
The new regulations highlight the need for transparency and regular communication. The entity’s Governing Body should hold regular meetings, where the strategic objectives for the business are reviewed and amended; progress made toward achieving the objectives is evaluated; and a review of the composition of the Governing Body is carried out to ensure its effectiveness. Additionally, the Governing Body shall execute a self-assessment of its performance, where deficiencies are remedied and documented; risk mitigation strategies are reviewed; and the remuneration policy for Senior Management might also be revised.
To facilitate efficient decision-making, a detailed agenda, accompanied by a clear to-do list and prior meeting minutes, must be circulated in advance to give Directors sufficient time to prepare. Detailed minutes of all Governing Board meetings shall then be prepared, capturing decisions, discussion points and the agreed next steps discussed during the meeting. This document should also include the meetings’ attendees, dissensions or negative votes, conflicts of interest, and any other relevant matter considered.
How can we help
Running a board meeting is no small task. With so much at stake, many entities find that outsourcing board support and secretarial functions can significantly enhance the efficiency of board meetings and streamline the process, leaving Directors free to focus on strategic discussions and decision-making.
Our experienced team ensures that every aspect of board governance is managed professionally and in full compliance with regulatory requirements in the Cayman Islands. Our comprehensive board support services include:
- Coordination of virtual or in-person board meetings
- Detailed minute-taking, amendments, and resolutions
- Ongoing regulatory monitoring and advisory services to maintain best practices
- Provision of industry-leading governance protocols and best practices
Contact us today to learn more about our comprehensive board support solutions and how we can support your entity’s board governance needs. Reach out to the team at bss-cayman@tridenttrust.com.