The Administrator Independent Fund Director

Non-Executive versus Executive / Independent versus Interested

Executive Directors are full-time employees involved in the day-to-day management of the company. Non-Executive Directors have a part-time and alternating involvement with the company.

There is however no legal distinction between executive and non-executive Directors.
Non-executive directors have the same legal duties, responsibilities and potential liabilities as their Executive corresponding person.

An "Independent" Director is independent of management and free from any business or other interactions, which could significantly impede the Director's ability to act in a visionary manner towards the best interests of the company.

Directors of investment funds are either "Interested" or "Independent". Interested Directors are employees of the fund's investment manager. Independent Directors in comparison will not have any considerable relationship with the fund's manager, and most probably any of its other service providers.

Responsibilities of Directors

Whether Executive or Non-Executive, Independent or Interested, all Directors have the same sense of duty.

In Anguilla BWI (as well as other common law jurisdictions for example The Cayman Islands BWI) the duties of a Director is guided by two extensive qualities:

• The duties of loyalty, honesty and good faith (or "fiduciary" duties), and
• The duties of good corporate governance.

Directors are in a "fiduciary relationship", not unlike (but less than) what is owed by a trustee to beneficiaries or unit holders. Fiduciary relations rotate around the concept of confidence - a fiduciary is expected to place the interests of the fund's shareholders ahead of the Director’s, consequently avoiding any conflict of interest.

Code of Conduct

Under law, these duties combined with the principles of good corporate governance as being obligatory or suggested by regulatory authorities, and anticipated by discreet investors, could be interpreted in practice to obtain the following fund Director's code of conduct:
 

●	Caribbean Management Services Ltd. (CMS) fund Directors are obliged to act honestly, in good faith and in the best interest of the fund to its totality.
●	Caribbean Management Services Ltd. (CMS) Directors are accountable to use due care and diligence by filling the functions of the Directors office and implementing all the powers attached to the Directors office.
●	Caribbean Management Services Ltd. (CMS) Directors must use their authority of the office for the proper purpose, constituting the best interests of the fund to its totality.

Rights of Directors
 

●	Caribbean Management Services Ltd. (CMS) Directors must recognize the primary responsibility of the fund's shareholders in totality and ought to, where suitable, have consideration towards the well being of additional fund stakeholders (Example: Creditors).
●	Caribbean Management Services Ltd. (CMS) Directors must recognize and make sure that all shareholders or various degrees of shareholders are treated reasonably and similarly according to their rights between one another (as positioned in the fund's articles).
●	Caribbean Management Services Ltd. (CMS) Directors will not take any unacceptable use of information obtained as a Director.
●	Caribbean Management Services Ltd. (CMS) Directors must not take any unacceptable advantage of the Directorship position, consequently the Directors must not trade as part of any listed fund's shares while in control of information that, if overtly disclosed, would cause materially concern towards the price of the fund's shares.
●	Caribbean Management Services Ltd. (CMS) Directors must not allow personal interests, or the interests of any associated person such as a family member, to clash with the interests of the fund. Full disclosure of any conflict or potential disagreement, must be made to the Board of Directors.
●	Caribbean Management Services Ltd. (CMS) Directors are obligated thereby being independent in judgment and actions thus taking all realistic steps in so satisfying the soundness of all decisions taken by the Board of Directors.
●	Confidential information received by Caribbean Management Services Ltd. (CMS) Directors in the course of the execution of their tasks remains the property of the fund, as it is improper to disclose or allow disclosure, unless otherwise authorized by the fund, or mandated by law.
●	Caribbean Management Services Ltd. (CMS) Directors ought not to engage in conduct likely to bring dishonor unto the fund.
●	Caribbean Management Services Ltd. (CMS) Directors has an obligation to comply with the letter of the law but as well the strength of the law, and the principles of good corporate governance. The Director’s must make an effort to ensure that the fund strives for the highest values of business and moral conduct.