Need an independent & experienced non-executive Director?
Boards of financial institutions must now completely overhaul their approach and probe, question and challenge management. In particular non executive directors must play a more active role and we are monitoring the effectiveness of bank boards in this regard
Jim Farrell, Chairman Financial Regulator: Press Release to launch of 2008 Annual Report
Sound corporate governance principles, strategic leadership, a culture of compliance, an understanding of the complexities of finance, a capacity to oversee change, the management and control of risk and an ethical grounding are I believe, essential pre-requisites today, for those charged - and privileged - with the task of overseeing the management of firms and organisations.Indeed they are the qualities that we in the Financial Regulator have identified as the standard that we expect from the directors of the firms that we supervise. Chief Executive, Financial Regulator, Launch of the Institute of Directors' Chartered Director Programme, 17 September 2008.
What does Compliance IRELAND Offer?
If you need a strong, robust, professionally qualified and independent person to act as non-executive director please consider our services. As arguably Ireland's leading independent consultancy firm in financial services, we know the value that independence brings to the board and the performance of your business.
For further details of our Non-Executive Director services and fees, please contact in confidence Peter Oakes or Kevin O’Doherty o on ph +353 1 425 5962 or email us at email@complianceireland.com.
Click on the following hyperlinks for more:
- Examples of the Businesses we can help by acting as Non-Executive Directors
- Our People
- Our Independence
- Why Independence is important
- Approved to act as Non-Executive Directors
- Be cautious of the retired bank executive
- Recent Press Coverage
- Points for funds to consider
- Points for service providers to consider
DOWNLOADS
- Peter Oakes CV
- Kevin O'Doherty CV
- DOWNLOAD OUR INDEPENDENT NON-EXECUTIVE DIRECTOR SERVICES BROCHURE HERE
Examples of the the business we can help
Compliance Ireland has expanded its range of services to include the provision of Irish-resident independent non-executive directors to:
- investment firms
- insurance and reinsurance businesses
- regulated and non-regulated collective investment undertakings (click here)
- hedge funds
- custodians and trustees (click here)
- administrators
- special purpose vehicles and conduit vehicles
- non-regulated entities
- government bodies
This professional service is provided by Peter Oakes and Kevin O’Doherty. Download our brochure and CVs (Kevin and Peter) to get a full understanding of our unique and independent experience. Where necessary we can assist you source and assess other persons for your independent non-executive directorship needs.
Peter Oakes: In addition to his admission as a Solicitor in Ireland, UK & Australia, Peter holds post graduate qualifications in Company Directorship and Corporate Governance: (i) Diploma in Company Direction (Dip IoD) conferred by the United Kingdom and Irish Institute of Directors; (ii) Diploma in Corporate Governance (Dip Corp Gov) conferred by the Michael Smurfit School of Business, University College Dublin.
Our people:
- hold the only internationally recognised qualification in Company Directorship - the Diploma in Company Direction (Dip IoD) - conferred by the UK & Irish Institute of Directors. Our people are part of the first cohorts to undertake this qualification in Ireland.
- are completing the Chartered Director qualification
- hold post graduate qualifications in Corporate Governance - Diploma in Corporate Governance (Dip Corp Gov) - conferred by the Michael Smurfit School of Business, University College Dublin.
- are experienced business decision makers combining extensive board experience and corporate governance expertise
- have intensive practical knowledge of operations which sets us apart from the rest of the field.
- understand how financial services and insurance businesses work
- know the importance of the roles performed by the board, management and outsourced service providers.
Our people know the governance standards required of the Board and are capable of seeing that standards are put into practice.
Peter Oakes and Kevin O'Doherty are independent because:
- we do not provide investment, management company, custodial/trustee or administration services to clients
- we have an in-depth knowledge base of company and industry specific regulations. A core facet of independence is this 'fitness' test. Being independent means being properly informed so as to identify, assess and react to complex strategic issues faced by a board. We achieve this standard by:
- being conversant in specific industry regulations such as MiFID, Insurance/Re-insurance, Banking, UCITS/funds and Intermediary regulations
- investing in our knowledge base by undertaking post graduate studies ranging from Masters in Finance (Kevin) to Corporate Governance (Peter) including the Chartered Director qualification (C Dir) through the Institute of Directors in Ireland. The Chartered Director qualification is the highest independent benchmark for Irish and UK directors. In addition Kevin qualified as a Chartered Accountant and Peter qualified as a Solicitor in Ireland, UK and Australia.
- continual training and presenting to directors and businesses at conferences and seminars on corporate and industry requirements in Ireland and internationally.
- we advise a number of businesses on the very same regulatory matters referred to above. So it is a case that we 'practise what we preach.'
If you are a custodian/trustee or administrator, are you comfortable with your staff acting as directors of the funds for which you perform day-to-day services when there exists (i) substantial liability for this real conflict of interest; (ii) the real possibility that they may have to bring a legal action against you? Click here for more.
Why Independence is important: Points to consider choosing a non-executive director
The decision to appoint a non-executive director is an important one. This is more so the case when seeking an independent director. Your candidates should:
- have relevant and continuing business and specific industry experience,
- have post graduate qualifications in Company Directorship. The Diploma in Company Direction (Dip IoD) conferred by the Institute of Directors (United Kingdom and Ireland) is a leading benchmark qualification.
- have a solid understanding of the regulatory and legal environment in which you operate,
- have the ability to challenge management (where necessary) without interfering with acceptable/appropriate day-to-day executive management practices,
- have a good grasp of strategy,
- have recognised professional/educational background and demonstrable corporate governance training,
- contribute effectively to the board,
- be able to demonstrate commitment to the role, and
- be able to give the job the time it requires.
Approved under Irish financial services standards
Kevin and Peter meet the ‘approved persons’ regime under the ‘fit and proper’ tests established by the Irish Financial Regulator. Between them, Peter and Kevin serve as a non-executive directors to regulated and unregulated financial entities.
Be wary of the 'retired banking executive' model:
As you will appreciate, independence is not necessarily met by an individual who has retired from full time business/financial services life. When choosing your non-executive director, bear in mind that individuals who have retired from day-to-day operational business (who offer themselves as independent directors) can quickly lose their independence because they do not keep up-to-date with ever changing industry specific regulations nor continue to pursue continual training. They are therefore at risk of losing the ability and knowledge to challenge others - the very thing you and the Financial Regulator require when appointing a non-executive! Academic director and governance qualifications are one important criteria (we meet this criteria on an on-going basis). However the real key lies in choosing a director who is conversant in, and prepared at their own costs to keep up to speed with, specific industry regulations such as MiFID, Insurance/Re-insurance, Banking, UCITS/funds and Intermediary regulations (we meet this criteria on an on-going basis ).
Indeed the Financial Regulator when it released its Annual Report for 2008 stated that "Boards of financial institutions must now completely overhaul their approach and probe, question and challenge management. In particular non executive directors must play a more active role and we are monitoring the effectiveness of bank boards in this regard.” - click here
Recent press coverage of funds suing trustees/custodians relating to the 'Madoff scandal' has highlighted the problematic area of service providers being custodian/trustees and administrators providing staff to act as non-executive directors to mutual funds. Go to www.irishtimes.ie and www.independent.ie and search on 'Madoff and Irish funds' for more details. See also comments by the Financial Regulator about how the Board of financial institutions must completely overhaul their approach and probe, question and challenge management - click here
If you are a mutual fund, you should look carefully at the constitution of your board to ensure:
- that it maintains a balanced composition;
- that day to day service providers, being administrators and trustees/custodians,
providing staff to act as your fund's directors:
- are aware to whom they owe their fiduciary and fidelity duties
- are aware of policies and procedures relating to conflicts
- can perform adequately and appropriately their services to legal, regulatory and professional standards.
If the issues above cause the fund and/or the service provider concern about the substantial risk which can exist, then maybe you need to reassess the board's composition.
Points for day-to-day service providers to consider:
If you are a custodian/trustee or administrator, are you comfortable with your staff acting as directors of the funds for which you perform day-to-day services when there exists (i) substantial liability for this real conflict of interest; (ii) the real possibility that they may have to bring a legal action against you?
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