New CIMA Rule on Corporate Governance for Regulated Entities – what you need to know

      Further to our recent alert issued on 15 May 2023, the Cayman Islands Monetary Authority (“CIMA”) has published a new Rule on Corporate Governance for Regulated Entities (the “Rule”).

      This Rule, which becomes effective October 2023, sets out CIMA’s requirements for corporate governance and covers all entities regulated by CIMA, including funds registered under the Mutual Funds Act and the Private Funds Act (together, “Regulated Funds”). Noncompliance with the Rule can result in penalties against Regulated Funds and their Operators. As a result, it is increasingly important for Regulated Funds to establish and maintain a robust corporate governance framework.

      Our Board Support Services

      Waystone’s Board Support Services team plays an essential role in helping the governing bodies of Regulated Funds ensure that they have the tools necessary for compliance with the Rule. Our Board Support Services team comprises global professionals who have a deep understanding of the Cayman Islands regulatory landscape, and expertise in timely delivery of solutions to governing bodies of Regulated Funds. Our services include:

      • Provision of administrative support to Regulated Funds in the following areas:
        • Coordinating, scheduling and hosting (by teleconference, videoconference or in person) board meetings and tracking meeting frequency
        • Arranging for the attendance of the service providers to the Regulated Funds’ board meetings
        • Preparing board materials and coordinating the provision of the service provider reports. Board materials include a meeting agenda, prior meeting minutes, reports from the investment manager, administrator, auditor, AML officers, FATCA/CRS compliance service providers, and other service providers as applicable, plus relevant regulatory updates
        • Circulating board materials to the governing body
        • Preparing, circulating and arranging the execution of high-quality board meeting minutes that adequately capture any disclosed conflicts of interest
        • Tracking, and ensuring timely closure, of board meeting action points.
      • Cayman Compliance Monitor reporting – Waystone’s propriety technology for monitoring and tracking compliance with Cayman Islands regulatory filings and obligations, reporting deadlines, payment deadlines, and director obligations including registrations, annual payments, and training requirements, which allows for timely reporting to the governing body on status of compliance.

      About Waystone

      Waystone provides customised solutions to help ensure the board meetings of your Regulated Funds are held and documented efficiently and effectively, in accordance with CIMA’s requirements. The Board Support Services and Regulatory Compliance team can undertake a review of corporate governance policies, procedures and records, to provide recommendations of best practice in line with CIMA’s requirements, while factoring the size, complexity, structure, nature of business and risk profile of the operations of the Regulated Funds.

      Waystone has been at the forefront of Cayman Islands fund governance for over 20 years. With over 20 full-time professional and highly-qualified independent fund directors with a wide diversity of knowledge, background, skills and experience, Waystone is well placed to provide independent operators to your Regulated Funds, in order to drive best practice and strong corporate governance.

      Please reach out to your usual Waystone representatives if you would like to discuss our Board Support Services in more detail.

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