A Day in the Life of a Cayman Director – A Behind the Scenes Look
For any fund professional starting a new fund, selecting a great board is one of the top priorities. Fund managers look for directors with extensive and relevant experience, who are available, reliable and can add value to the governance process. So, after looking at CVs and interviewing various candidates, you assemble your dream team and launch your fund. But, have you ever wondered what a Cayman director actually does on a typical day?
Leanne Golding, Director of HTC Fiduciary Services Limited and an officer of The Harbour Trust Co. Ltd., notes that when speaking with fellow directors about why we enjoy the job, one key theme came through: every day brings something new. It’s often something unplanned or unexpected, and usually a chance to learn from that experience. That’s why we’ve prepared this behind-the-scenes look into the average day in the life of a Cayman director.
8am Cayman/9am New York/1pm Dublin
A director is always on call. So, even if the day doesn’t officially start until the coffee is poured and log-on completed, it’s likely your director has already scanned their e-mails on their mobile device to see what may have come in overnight or in the early hours of the morning. Sometimes, there may be a request for a call to discuss something time-sensitive, or a heads-up that a suite of documents will be arriving shortly. Either way, the day is up and running.
Given most funds hold two-to-four meetings a year, your director is regularly participating in board meetings. Today is no different. Board materials were circulated a few days prior – hopefully not an hour before, as sometimes happens – allowing for a full review. Your director joins the meeting and agrees to chair it. The administrator report is up first on the agenda and the director asks for some clarifications on the subscriptions below the minimum stated in the offering documents, compliance with regulatory requirements and details on the transfers listed. Reviewing the NAV section, a discussion follows on the Level 3 securities that are currently held in the portfolio. The AML officers join to present their latest findings and, depending on the time of year, the auditors may also join to present audit plans and results. Finally, the investment manager gives an update on performance, the portfolio, capital flows, and operations. The board meeting is a useful forum for all parties to engage in a friendly, helpful interactive discussion. Plans are made for an in-person meeting for the next quarter.
With the formal duties scheduled for that day over, the director pivots to sorting through anything urgent that needs to be attended to. This could include the receipt of a draft side letter. Your director carefully reviews that letter’s terms against the constitutional documents for the fund, evaluating if any terms are being varied that would be unfair for any other similarly placed investors. If there are several queries, it’s likely a quick Zoom call will be set up to discuss with the fund’s manager and their legal counsel. Once the director is comfortable with the terms and content they agree to sign off on the letter, pending receipt of the final form. The letter will be formally approved by the board, either upon signing or tabled to be ratified at the next board meeting.
An e-mail arrives with a request for a quick call with a fund manager. On the phone, the fund manager advises the director that they have been selected for an SEC new entrant exam. The director thanks the manager for the advance notice and they talk through their approach and the status of document production. Depending on the manager’s reliance on external compliance consultants, they might join the call to advise how they are helping. The call wraps up after about 15 minutes, with an assurance that the fund manager will reach out if anything of note comes up during the exam.
A set of financials for XYZ Fund has just arrived. The director enlists the assistance of their support team to do a first review of the statements, including re-footing the schedules and checking the reasonability of the figures. Once that is complete the director reviews the results, alongside a comparison of the notes from the previous year. Sometimes, the director will be aware of a change in the corporate structure or a subsequent event that may not have been passed along to the audit team, so there’s great benefit in the director reviewing the note disclosures. There is always value in giving your director time to properly and comprehensively review the statements. A detailed list of questions for the administrator and auditor is then sent off, along with a request for the draft management representation letter. The director is advised that they wish to issue the statements tomorrow, which although pretty quick will be accommodated. The director cancels their planned lunch date so they are available to review the final pieces in advance of the sign-off. The director politely reminds the administrator that the FAR Form has been revised and they provide the most up to date version. The administrator was not aware of this change and thanks the director.
With the lunch date cancelled, the director is now able to get through the rest of their inbox. Munching on their take-out salad, they catch up on various performance updates from fund managers and also their daily industry news briefing. An invite for a webinar the following week on ESG arrives – the director checks the schedule, and with that time slot free they sign up.
The draft management letter for XYZ Fund arrives and a quick comparison is done against last year’s letter. There seem to be some additional disclosures included that warrant a further look. The director reaches out to the CFO at the fund manager to note the anomaly, and after a short discussion, the changes are agreed. A call is planned for 10am the next day to have the auditor present their audit findings and receive sign-off from the directors.
The director checks through their current list of pending AEOI matters and sends follow-up inquiries to the managers who have not yet confirmed their annual FATCA and CRS filings. A quick reply comes back from one fund manager with some questions on the form and the director has a quick call to run through the guidance notes with them.
A calendar reminder pops up for a call with a prospective new client. The director does some research on the fund manager and conducts preliminary due diligence in advance of the call. The call includes the CFO and GC for a new emerging manager who were introduced to the director through their US legal counsel. After hearing the plans for the launch from the CFO, the GC proceeds to describe the planned structure. The director notes that there will be limited partnerships used in the structure and provides detail on the use of advisory boards in these structures. The discussion then flows on to the experience and qualifications of the director and a review of their familiarity with the fund’s strategy. After further chatting, they discover they have many industry contacts in common. The director promises to submit a formal proposal by the end of the week.
An e-mail arrives with a suite of documents for review. A fund manager has decided to update their offering materials, to reflect their desire to now invest in new issues. Alongside that change, they have taken the opportunity to update other regulatory and tax sections, and also clarify sections of their expense policy. As the end of the month is quickly approaching, they have asked that the review be done quite swiftly so new documents can be shared with prospective investors wanting to invest at the next dealing date. The director clears their schedule for the balance of the day and proceeds to run marked copies of the documents and digs into the review.
With the review complete on the revised documents, an e-mail is sent off with some comments on the changes and also a reminder to ensure accompanying resolutions are circulated to approve the documents and file them with the regulator. A final calendar reminder pops up and the director remembers there is a continuing education event happening at 5.30pm, with the Cayman Islands Directors Association (CIDA). The director prepares their to-do list for tomorrow: Sign off on the audit, follow up on the pending side letter, finish the proposal for the new client, and follow up on the comments from the document updates. All in a day’s work! But wait, this day is not over just yet…
Following a very informative education event with CIDA, it is time to network with other industry professionals to discuss ongoing regulatory and industry updates, both onshore and offshore, and to hopefully make some new contacts and win some new business.
A final check of the work phone for any incoming e-mails for an advance look at what’s up for the next day. Sure enough, a few more items to add to the to-do list for tomorrow…
You can reach out to Leanne Golding at email@example.com