1 Broadfield Governance HMS Director Services March 2014
2 Introduction HMS Director Services ( HMS ) is a division of Harbour Management Services Ltd., a private firm based in Grand Cayman, Cayman Islands and licensed and regulated by the Cayman Islands Monetary Authority ( CIMA ). HMS provides non-executive, independent directors to Alternative Investment funds and other investment structures. HMS has a single focus and does not provide other services to investment structures, such as administration and custody. All directors provided by HMS are vetted and approved by CIMA. HMS is able to source independent directors based in a number of leading financial centers. HMS provides non-executive, independent directors to investment structures including: Hedge funds Funds of hedge funds Investment management companies Private equity funds Special purpose entities Limited partnerships Asset holding vehicles Structured Finance transactions
3 Meeting increasing demand from investors and regulators for effective corporate governance of investment structures Investors and regulators are demanding greater evidence of effective corporate governance from investment managers, including a commitment to operational and reporting transparency. The principal fiduciary responsibility for corporate governance of funds and other investment structures is vested in non-executive, independent directors whose priority and focus is safeguarding the interests of investors, while being involved proactively and in a collaborative manner with investment managers. HMS directors have the knowledge and experience required to understand the particular risks and operational framework of investment structures for which they serve as directors. This enables HMS directors to guide the alignment of the interests of investors and investment managers, and to provide a higher level of comfort to stakeholders and regulators.
4 HMS directors profile Highest standards of professionalism Best practices approach Direct experience in formation, portfolio management and operations of Alternative Investment funds and other investment structures Understanding of how changes to the structure and operations of Alternative Investment funds and other investment structures can impact investment managers, investors, independent service providers and stakeholders Maximum number of directorships determined by the actual time required to be responsive, involved and effective Available in key financial centers where investment managers are based Not distracted from their fiduciary responsibilities by providing other services to investment structures, e.g. audit, administration, custody, banking
5 Effective corporate governance of investment structures Adoption of best practices approach Safeguarding the interests of investors Aligning interests of investment managers and investors Compliance with regulatory and market rules Oversight of investment managers, investors, independent service providers and other stakeholders Avoidance of potential conflicts of interest between investment managers, boards of directors, investors and other stakeholders Ensuring operational and reporting transparency
6 HMS service model Individuals serving as non-executive directors (comprising either the whole board or a portion thereof) of investment structures During the formation phase, undertaking a review of constituent documents to determine, among other factors, if risks associated with the investment strategy are adequately disclosed Performing gap analysis of existing corporate governance framework and recordkeeping Posting fund/entity books and records, as well as evidence of all board actions and corporate governance activities to a secure and confidential, cloud-based virtual data room, HMS Oversite HMS Oversite is developed by an independent service provider and HMS facilitates client implementation Adopting an efficient workflow style approach to corporate resolutions; depending on proposed changes to an investment structure, directors will review the change from the perspective of permissibility and impact to rights and privileges of investors and stakeholders Coordinating annual, regularly scheduled and extraordinary general meetings, including 360 degree board meetings involving investment managers and service providers Reviewing annual audits
7 Transparency through HMS Oversite Effective corporate governance and transparency is enhanced through a system for storing and retrieving complete books and records. HMS offers HMS Oversite, a confidential, cloud-based, client-branded service which facilitates online storage and retrieval of all documentation related to investment structures. HMS Oversite is developed by an independent provider and HMS facilitates client implementation. Access to HMS Oversite may be extended to regulators, investors and others conducting due diligence, subject to prior approval by clients. Documents stored on HMS Oversite would ordinarily include: Agreements and contracts Annual returns and declarations Appointment and resignation letters Audited financial statements Certificates and licenses Company registers Investment management reports Memoranda and Articles of Association Minutes of annual, regularly scheduled and extraordinary general meetings Regulatory filings Service provider agreements HMS Oversite enables investment managers to augment or replace internal resources employed in the maintenance of corporate books and records.
8 Independent directors Anthony J. Baker Tel: Carlos E. Castellanos Tel: Mr. Baker is an attorney educated in London and Cambridge University, England, who was called to the Bar at Lincoln s Inn in 1985 and admitted to the Bar in the Cayman Islands in He gained broad experience in corporate finance in the City of London while with UBS Phillips & Drew, NatWest Markets and Carr, Kitcat & Aitken (Banque Indosuez). He joined Maples Finance in the Cayman Islands in 1998, where he specialized in complex investment structures. At Maples he was a Director of numerous special purpose entities established to undertake offshore capital markets, structured finance and asset backed transactions including securitizations, CLOs, debt repackaging and aircraft and other asset financings. Following Maples, Mr. Baker was a Director of Ogier Fiduciary Services (Cayman) Limited, a business focused on administration of funds and structured finance vehicles. Since 2004, he has been an independent director of Cayman and overseas hedge funds, private equity funds and funds of funds. Mr. Baker holds UK and Irish citizenship, has been a resident of the Cayman Islands for 14 years, and has Caymanian status. Mr. Castellanos has experience in Alternative Investments in research, investment advisory, portfolio management, manager evaluation, fund formation and operations, corporate governance, sourcing capital for business development and assets under management. Since 2008, he has been a director of funds and special purpose entities domiciled in the Cayman Islands, including investment structures he co-founded and managed. He has organized and managed regulated financial services firms in the U.S. and the Cayman Islands, including a broker dealer and investment adviser. Mr. Castellanos has been an investment adviser to numerous international corporations and institutions, including asset managers, sovereign governments and ultra high net worth families. He is a graduate of New York University and has held US securities licenses series 7, 63 and 66. He has held management positions with leading financial institutions, including Brown Brothers Harriman, Citicorp and Merrill Lynch, and with private investment firms in New York, including Geoffrey Bell & Company. He is a native of Cuba, a US citizen and lived and worked in the Cayman Islands. He now resides in Boston, Massachusetts.