Role of the Captive Corporate Secretary

Christiane Kenny-Post, FCIS Corporate Manager Compass Administration Services Ltd.

Role of the Captive Corporate Secretary What is a Corporate Secretary? -An officer of the Company -Responsible for: -Ensuring the integrity of the governance framework -Efficient administration of a company -Ensuring compliance with statutory and regulatory requirements -Implementing decisions made by the Board of Directors -Also called Company Secretary

Role of the Captive Corporate Secretary Not a clerical or “secretarial” role in the usual sense Governance professional - ensures the governance health of the board and the captive 'Chartered Secretary' - qualified by Institute of Chartered Secretaries and Administrators (ICSA) as Associate (ACIS) or Fellow (FCIS) 'Chartered Secretary' Institute of Chartered Secretaries and Administrators (ICSA) Provided by corporate secretarial services provider

Role of the Captive Corporate Secretary Why does a captive need a Corporate Secretary? –Required by Bermuda Companies Act 1981 –Local Bermuda Secretary satisfies Companies Act Bermuda residency requirements –Governance Function - Insurance Code of Conduct

Role of the Captive Corporate Secretary Duties and Responsibilities: –Ensure captive’s compliance with Companies Act 1981, Insurance Act 1978, Insurance Code of Conduct and bye-laws –Advise board of directors on their legal and corporate responsibilities –Maintaining statutory registers- Directors & Officers, Members, SAC –Maintaining the captive’s registered office, minute book and company seal

Role of the Captive Corporate Secretary Duties and Responsibilities con’t: –Prepare statutory filings including incorporation, organization, liquidation filings and documentation –Effect share issues, transfers and redemptions in accordance with the bye-laws and statutory requirements. –Make notifications and applications to Bermuda Monetary Authority regarding changes to captive shareholders and ultimate beneficial owners. –Managing and storing the captive’s records

Role of the Captive Corporate Secretary Duties and Responsibilities con’t: -Organize Board and Shareholder Meetings: -Develop agenda with Chairman and collate documents -Convene meetings -Attend meetings and ensure properly held -Prepare minutes of meetings (or UWR) -Ensure decisions made are communicated to management and implemented -Prepare UWRs in lieu of formal meetings -Facilitate banking arrangements- resolutions and certified documents

Role of the Captive Corporate Secretary Statutory responsibilities appear mainly administrative. In practice the role has developed into much more Most notably -responsibility for developing and implementing processes to promote and sustain good corporate governance.

Role of the Captive Corporate Secretary “the mechanisms, processes and relations by which corporations are controlled and directed” Guidance on corporate governance applied to listed companies considered as best practice. Standards of corporate governance appropriate to the nature and scale of organization should be adopted by all companies.

Role of the Captive Corporate Secretary Where the Corporate Secretary can assist and add value: –Organizational Governance –Supporting the Chairman –Board and committee processes –Board development –Disclosure and reporting –Acts as a bridge between the board and executive management –Repository of company history, culture and guarantor of continuity

Role of the Captive Corporate Secretary Conclusion Responsibilities will vary depending on industry, size and complexity of business. Role has expanded to where skills can have a direct impact on effectiveness of the board and the company. Often unused resource for captives in Bermuda

Role of the Captive Corporate Secretary