Rights of Directors

Caribbean Management Services Ltd. (CMS) Directors are appointed by the shareholders who appoint the Directors with noteworthy power to watch over the affairs of the fund company on their behalf. The Director is the apparent agent of the company.

Just as the Director’s have vested, or delegated, powers by the shareholders, Directors (through the fund's articles of association) additionally may delegate or appoint other agents on their behalf. This is particularly pertinent to investment funds where the Directors will appoint service providers to the fund, including an investment manager, an administrator, custodian, registrar and transfer agent and a prime broker.

Contracts are entered into with these "delegates" and once negotiated and completed, the Caribbean Management Services Ltd. (CMS) Director’s are responsible for monitoring the delegates' performance in accordance with the terms of the contracts.

The fund's articles of association allow the delegates, including the Directors, to be indemnified from liability to some degree, but not for fraud and dishonesty.

Caribbean Management Services Ltd. (CMS) Director’s moreover have a right to receive information about the fund's affairs, and generally should be preserved in the fund's articles.

Caribbean Management Services Ltd. (CMS) International Independent Director’s can only be valuable to the funds they serve if the fund is particularly sponsored through an Investment Manager who takes his responsibilities seriously to provide suitable, useful and timely information.

Caribbean Management Services Ltd. (CMS)
Conclusion

The roles and responsibilities of Independent Director’s are at the pinnacle of today's discussions on Good Corporate and Fund Governance within the International Financial Sectors Globally.

Caribbean Management Services Ltd. (CMS) International Independent Director’s act as a "overseer" for Investors over the Fund Manager and other service providers to the fund.
The International Independent Director acts as an agent for the fund Investors.
The Director’s bring neutrality and knowledge to the Fund's Board of Directors, in addition to the care of the fund's affairs and activities.

Caribbean Management Services Ltd. (CMS) International Independent Director’s Principles are Based On: “The Shareholders are Sovereign”


The Anguilla Mutual / Hedge Fund Legislation:
www.fsc.org.ai/mutual.htm

Contact our offices for a consultation:

Caribbean Management Services Ltd. (CMS)
Managing Director
Post Office Box 950, The Valley
Anguilla, British West Indies
Phone: +1 264-498-5858
Fax:     +1 264-497-5504
E-mail: mgrdir@cmservicesltd.com
           mgrdir@yahoo.com
Website www.cmservicesltd.com