Solutions for your Corporate Management needs.

Transcription

1 Solutions for your Corporate Management needs. Cohort Limited was founded in 2012 by investment professionals based in Bermuda and provides management and corporate solutions and services to international businesses seeking to conduct operations offshore, specifically from Bermuda. Cohort has the flexibility and knowledge required to support both established entities and to accelerate the development of new business operations through a dynamic approach to services identified as strategically best suited for the corporate and operational needs of those businesses. Cohort s Principals have considerable experience of operating international businesses and investment companies from within Bermuda and an in-depth knowledge of the rules and regulations within which international business, with operations or entities based in Bermuda, function. Why Bermuda? Bermuda has a substantial business community that has developed over many years and is regarded as a premier offshore jurisdiction within which to base a business operating internationally. Bermuda enjoys a best in class reputation that has been earned as a result of its pro-business culture, the high caliber of its professional service providers and its tax neutrality. Bermuda has a dynamic financial services industry providing the full range of products and services catering to international business. In essence, Bermuda s success is based on its stable operating environment, the quality of its workforce, sensible but firm regulation to international standards and its progressive, flexible and comprehensive legislation. Bermuda is a pre-eminent offshore business and financial services jurisdiction supported by quality banking, legal, accounting, financial, trust and management services operations. Bermuda is a truly offshore financial center, with a first class reputation. Located just seven hundred miles off the US eastern seaboard and less than seven hours by air from London, Bermuda is both geographically and legislatively independent and neutral, making it an ideal hub for international finance. 11 Brooklyn Lane, Hamilton HM 09, Bermuda t: +1 (441) f: +1 (441)

2 Business Considerations Bermuda is a tax neutral jurisdiction; Bermuda is a leading offshore financial centre with no corporation tax, income tax or withholding tax; Bermuda has been placed in the lowest risk category in the most recent assessment by the U.S. State Department on vulnera bilities and threats to the U.S. national security and the stability of the global financial system, posed by money laundering and terrorist financing (March 2009); Bermuda s legal system is based on English Common Law with a right of final appeal to the Privy Council; Bermuda is OECD white-listed and the OECD has confirmed that Bermuda has all elements in place in its legal and regulatory infrastructure to achieve international tax transparency standards; Bermuda is in the top 3 reinsurance centers along with London and New York and one of the largest captive insurance domiciles; The Bermuda Stock Exchange (BSX), established in 1971, is the world s largest fully electronic offshore securities market, and is a full member of the World Federation of Exchanges. The US Securities Exchange Commission recognises the BSX as a Designated Offshore Securities Exchange (DOSM) and the UK Financial Services Authority (FSA) recognises the BSX as a Designated Investment Exchange (DIE). Corporate Services Cohort is able to provide the full range of corporate and administrative services to companies and partnerships established in Bermuda and to work with the client and/or its advisers in connection with the creation of the most appropriate vehicle and structures through which to transact its chosen business. Cohort is able to provide on-going corporate secretarial assistance and support including the following: Provision of registered office; Acting as share registrar and transfer agent; and Provision of Bermuda resident Directors and Officers; Provision of Resident representative and Company Secretary; Establishing and maintaining the register of directors and officers, the register of shareholders, the company s minute book and other statutory records. Convening statutory and other meetings; Preparation and filing of statutory returns and notices; Preparing share transfers, share certificates, proxies, declarations of trust and other miscellaneous documents as may be required from time to time; For those entities that require a greater degree of day to day management and control conducted from within Bermuda, Cohort provides a range of Corporate Management services that can be tailored to fit the individual needs of clients. Cohort Limited 2

3 Corporate Management Cohort s Principals have substantial experience of the operation of multi jurisdictional business groups and the impact that transfer pricing and cross-border taxation considerations may have to the conduct of business internationally. Cohort is able to work directly with the client and its advisers to provide mind, management and control in and from within Bermuda with a view to seeking the tax efficient operation of offshore group entities. The scope of Corporate Management Services available depends upon the individual needs of particular clients but is typically designed to support decision making offshore and the associated mind, management and control from within Bermuda (essential to support Transfer Pricing and other considerations applicable to international business). Cohort works closely with clients to understand fully the nature of their business and seeks to identify the high value functions that could be efficiently performed from within Bermuda. The legal and accounting backgrounds of Cohort s Principals permit the full participation in all aspects of a company s business, seeking to define and add value based functions from Bermuda that are demonstrably performed offshore by and for the benefit of the relevant corporate entity. These include: Preparation, monitoring and reporting of corporate policies and procedures; Preparation, monitoring and reporting of board and board committee codes of conduct or other corporate management regulations; Evaluating prospective investments or business opportunities through corporate and financial due diligence; Procuring employees for the relevant company; Planning exit strategies and dealing with mergers, acquisitions and divestitures; Provision of Directors and Officers; Design, management and operation of comprehensive Accounting and Administration Services; Management of the audit process and operational responsibilities for monthly/quarterly financial reporting within the client group, including the provision of agreed management information; and Managing the day to day affairs of the company, including, if required and authorised, banking and handling correspondence, faxes and telephone calls. Fund Advisory Cohort s Principals have significant experience in the establishment, operation and re-structuring of investment vehicles including hedge funds and private equity companies. Bermuda offers a first class jurisdiction within which to base both investment management companies and investment funds. Cohort provides the following range of services with respect to the establishment and operation of investment funds: Analysing Investment Fund concepts and providing discreet structuring advice relating to the type of vehicle most suitable to deploy the investment strategy; Participating in the development of sales and marketing strategies specific to hedge funds including facilitating the listing of such funds with third party performance review providers; Facilitating introductions to Bermuda Law firms, administrators and auditors; Planning exit strategies/fund reorganizations, mergers and consolidations; Reviewing corporate due diligence documentation relating to investments made or to be made; Analysis and preparation of appropriate hedge fund valuation policies; Analysis, advice and preparation of fund Corporate Governance policies and procedures; Advice and assistance with respect to the preparation, monitoring and review of appropriate AML/KYC policies and procedures; and Advice and assistance with respect to the development of systems and procedures for the effective monitoring and control by fund boards; and Advice and assistance with respect to compliance with standards for operations promulgated by The Hedge Fund Standards Board (voluntary standards for the maintenance of good hedge fund operations and management). Cohort Limited 3

4 Accounting and Administration Cohort is able to offer tailored and specific accounting and general administrative services to clients ranging from investment holding entities through to fully operating entities (including private equity vehicles) and fund management companies. Services include: Designing and implementing accounting systems specific to the needs of clients; Maintaining accurate, timely and complete accounting records; Preparing budgets, variance analysis, forecast and periodic statements of cash movements, assets and liabilities and other financial schedules; Preparing audit schedules and representing the client during the audit process; and Managing and maintaining bank accounts. Director and Officer Services Good and effective corporate governance has become increasingly important together with requirements for independent oversight and considered and actual decision making within both investment funds and companies operating offshore. Cohort offers a discreet and tailored approach to the corporate governance needs of individual clients and provides qualified and experienced Bermuda resident individuals as Directors and Officers, when appropriate to do so. The provision by Cohort of Directors and Officers is ancillary to and complimented by its Corporate Services, Corporate Management and Fund Advisory capabilities. The provision of Directors will include: Attendance at board meetings in person or by conference call as and when required Proactive approach to the conduct of board meetings and the appropriate adoption of policies and procedures dealing with governance issues; Review of any material contractual arrangements to be entered Review of proposed changes to statutory documentation, including the company s memorandum and articles of association, prior to the company adopting such changes; For investment funds, reviewing and providing input at the drafting stage of the offering document, marketing material, fact sheets and due diligence documentation. into by the company; Review, comment and approval of the company s financial statements; The provision of Directors and Officers will be made following a full assessment of the relevant company and its corporate requirements. Cohort will impose capacity constraints based upon the number and nature of directorships seeking to ensure sufficient time and attention is available and committed to each appointment. Cohort Limited 4

5 Listing Services Cohort is a Trading Member of the Bermuda Stock Exchange ( BSX ). As a BSX Trading Member, Cohort has the ability to sponsor applications for new listings on the BSX for a variety of securities including investment funds, insurance linked securities, other fixed income securities, depository receipts, as well as full board equity listings. The Bermuda Stock Exchange The BSX was established in 1971 and is a leading international exchange for the listing of investment funds, alternative investment vehicles, early stage pre-ipo entities, specialized insurance (ILS) products and debt securities. The BSX supports not only a domestic market but also provides the infrastructure for international business to enjoy the benefits associated with a listing on the BSX. As an offshore exchange, the BSX is not bound by either the European Union Listing Directives or the US SEC s regulations but does apply international standards, has a significant history and first class reputation as evidenced by extensive recognitions from both UK and international authorities and organisations including recognised stock exchange status from the UK HM Revenue & Customs making qualifying debt securities eligible for the quoted eurobond exemption. The BSX has developed to service a wide range of business interests for which a listing adds value and credibility. This development has been achieved as a result of Bermuda s well established securities regulatory infrastructure and the light but effective regime implemented by the BSX. This development has been managed to ensure that the BSX s reputation as a premier offshore Exchange remains intact and recognized as such internationally. The general principles of the Listing Regulations seek to ensure that applicants are suitable for listing and investors have and can maintain confidence in the market. An example of the BSX s innovative and flexible approach is the Mezzanine Market designed specifically for pre-ipo early stage, high growth potential companies. The BSX Mezzanine Market offers development stage companies the opportunity to list on a recognized international stock exchange without having to commit to a full IPO. Cohort Limited 5

6 BSX Advantages Bermuda is a tax neutral jurisdiction, one of the world s premier reinsurance centres and plays host to a comprehensive and dynamic offshore financial services industry. The BSX, as a full member of the World Federation of Exchanges, complements and enhances Bermuda s international reputation. The BSX operates a comprehensive set of listing rules designed to provide light but effective regulation alongside a pro-active and timely approach to the listing process which, in itself, is transparent and user friendly. Some of the advantages of listing on the BSX include: a responsive, transparent and streamlined listing process; internationally recognized Stock Exchange; a pragmatic approach to disclosure requirements whilst maintaining internationally recognized standards; Outside the European Union thereby not subject to European Union listing directives; Competitive pricing structure; and Enhancing an issuer s visibility. BSX Recognition The BSX has operated for over 40 years and its reputation and pedigree is recognized worldwide. This recognition and the BSX s commitment to meeting and exceeding international securities market standards is evidenced: By the BSX s full membership of the World Federation of Exchanges; The BSX s recognition as a Designated Investment Exchange by the UK s Financial Services Authority; By the recognition of the Minister of Finance for Canada as a designated exchange under the Income Tax Act (Canada); By the recognition of the US Securities Exchange Commission as a Designated Offshore Securities Exchange ; By the recognition of the London Stock Exchange as a Registered Organisation; As an affiliate member of the IOSCO; As an approved Stock Exchange under Australia s Foreign Investment Funds (FIF) taxation rules; and By the recognition of the Bermuda Monetary Authority as a Recognised Investment Exchange and an Approved Stock Exchange. Cohort Limited 6

7 Principals Tracy Packwood Senior level executive with extensive finance, administration, accounting and general management experience in the financial services industry. Strong leadership qualities with respect to the design, implementation and management of multi-jurisdictional accounting functions including the assessment and implementation of improvements to accounting controls. Significant experience in the management of the third party audit function both with respect to operating companies and third party managed funds. A strong background in operational management and senior participation in all aspects of the structuring of investment funds and private client arrangements. Experienced working within groups operating in multiple jurisdictions and the resultant transfer pricing issues and considerations. Strong qualifications in general management, business planning, systems technology design and implementation and in staff development and leadership. A motivated and results driven individual with effective leadership qualities enabling the successful management of teams, motivation of staff and the ability to work with numerous counterparties to achieve corporate objectives. Highly regarded for organizational abilities, honesty, integrity and high ethical standards. Garth Lorimer Turner A senior level executive comfortable working at Board or Chairman level with wide ranging experience of operating businesses internationally, having specific and technical knowledge and experience of the management and operation of investment vehicles. A strong background in operational management and corporate governance coupled with a legal background enables involvement with all aspects of the structuring and negotiation of arrangements surrounding new ventures and their on going management. Experienced working within groups operating in multiple jurisdictions and the issues and challenges faced, including approaches to transfer pricing and mind, management and control considerations. An entrepreneurial personality with a high quality corporate, strategic, governance and development background. Strong inter-personal skills and proven ability to work at Board level both with executive and non-executive directors. A self-starter with the ability to handle a wide variety of work and to lead and participate effectively in senior decisions using experience backed judgment with a strong work ethic and a high level of business and personal integrity. Cohort Limited 7