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Cayman Islands Fund Governance - Updated Rules and Statements of Guidance

The Cayman Islands Monetary Authority (CIMA) has published new and updated rules and statements of guidance that will be effective from 14th October 2023 onwards.

The rules apply to Cayman Islands investments funds including mutual funds and private funds:

  1. Rule on Corporate Governance

  2. Statement of Guidance on Corporate Governance

  3. Rule and Statement of Guidance on Internal Controls for Regulated Entities

  4. Statement of Guidance on the Nature, Accessibility and Retention of Records

The Rules enable CIMA to impose administrative penalties for breaches.

A fund's board of directors or managers or general partner, as applicable must ensure that they are aware of the requirements, as follows:

Board Compositions and Meetings

  • Have an appropriate number of individuals on the board

  • Have an appropriate diversity of skills and experience

  • Hold an appropriate number of board meetings per year (at least one per year)

  • Keep proper written records of meetings/decisions

Director Responsibilities

  • Establish and maintain an effective internal controls system

  • Retain ultimate oversight of outsourced functions

  • Monitor service providers, fund legal and compliance

  • Oversight of fund risks/management, monitoring of risks

Board Conduct

  • Act honestly and in good faith with reasonable care, skill and diligence

  • Adopt a written conflicts of interest policy and disclose, monitor and manage conflicts

  • Exercise independent judgement in the best interests of the fund and investors as a whole

  • Communicate material changes to investors

  • Communicate in a transparent, clear and timely manner with CIMA.

Directors of regulated Cayman funds should ensure that they review their current corporate governance framework to ensure that they meet the requirements of the new rules and statements of guidance.

Bell Rock is a leading provider of professional independent directors and regulated by CIMA. Should you have any questions on the new rules and guidance, then please feel free to contact us:

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