Independent Directors, Director Services :: ICG Limited Independent Corporate Governanace

INDEPENDENT DIRECTOR SERVICES

The increasing regulatory environment affecting the offshore investment industry necessitates the need for improved corporate governance and adherence to best business practice.

The presence of professional non-executive independent directors on the board of offshore companies and funds is a prerequisite for a growing number of investors. Independent directors need to have relevant industry experience, full awareness of their duties, the capacity to fulfil their fiduciary obligations, and no formal links to a company’s service providers.

Directors provided by ICG Management Limited (“ICG”) meet these criteria.

BEST PRACTICE GUIDING PRINCIPLES FOR INDEPENDENT DIRECTORS

ICG is dedicated to the implementation of best practice in the provision of director services.

All directors have suitable expertise and experience to fulfil their statutory, regulatory and common law duties to the companies for which they act.

They carry out appropriate oversight of the activities of hedge funds and offshore companies and their relevant service providers. This includes:

Reviewing and monitoring investment performance on a regular basis
Monitoring adherence to investment policy and restrictions
Ensuring a valuation policy is established with delegated responsibilities clearly identified
Monitoring adherence to the valuation policy by the delegated parties
Seeking to avoid conflicts of interest, or where these exist ensuring they are disclosed and handled correctly
Ensuring full disclosure of relevant material in public documents to meet legal and regulatory requirements
Monitoring investor reporting
Ensuring that the interests of stakeholders in the company are protected in accordance with all regulatory and legal requirements
Ensuring appropriate AML and compliance procedures are in place and reviewing adherence to the procedures
Ensuring compliance with any stock exchange listing requirements
Review and approval of audited financial statements

ICG’s policy seeks to ensure regular board meetings are held. At these meetings, the directors would receive and review reports from the investment manager, administrator and other service providers.



July 31st, 2010.
INDEPENDENT DIRECTOR SERVICES The increasing regulatory environment affecting the offshore investment industry necessitates the need for improved corporate governance and adherence to best business practice. The presence of professional non-executive independent directors on the board of offshore companies and funds is a prerequisite for a growing number of investors. Independent directors need to have relevant industry experience, full awareness of their duties, the capacity to fulfil their fiduciary obligations, and no formal links to a company’s service providers. Directors provided by ICG Management Limited (“ICG”) meet these criteria. BEST PRACTICE GUIDING PRINCIPLES FOR INDEPENDENT DIRECTORS ICG is dedicated to the implementation of best practice in the provision of director services. All directors have suitable expertise and experience to fulfil their statutory, regulatory and common law duties to the companies for which they act. They carry out appropriate oversight of the activities of hedge funds and offshore companies and their relevant service providers. This includes: Reviewing and monitoring investment performance on a regular basis Monitoring adherence to investment policy and restrictions Ensuring a valuation policy is established with delegated responsibilities clearly identified Monitoring adherence to the valuation policy by the delegated parties Seeking to avoid conflicts of interest, or where these exist ensuring they are disclosed and handled correctly Ensuring full disclosure of relevant material in public documents to meet legal and regulatory requirements Monitoring investor reporting Ensuring that the interests of stakeholders in the company are protected in accordance with all regulatory and legal requirements Ensuring appropriate AML and compliance procedures are in place and reviewing adherence to the procedures Ensuring compliance with any stock exchange listing requirements Review and approval of audited financial statements ICG’s policy seeks to ensure regular board meetings are held. At these meetings, the directors would receive and review reports from the investment manager, administrator and other service providers.
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