September 2012 Bermuda Re/insurance
47
Corporate governance
What experience do you have of providing corporate governance best practice to clients?
Morrison: As a consequence of our growing client base, we often find ourselves being asked to advise on a number of areas associated with corporate governance. We’re asked to advise independent board members and whole boards on their obligations generally, in relation to particular issues and contracts and with respect to Bermuda case law. In insurance, we advise on the growing number of regulations introduced through the Bermuda Monetary Authority (BMA) to keep the Island equivalent to the forthcoming Solvency II regulations, and that has led to the implementation of a Code of Conduct that applies across the board to the entire Bermuda insurance population. We’ve also been making sure our captive base fully understands what it means, what its implications are and how it should be implemented.
Our financial institution clients, such as trust companies and
investment houses, are also subject to increasing regulation, and we’re increasingly finding ourselves advising client boards with respect to their obligations on employee discipline issues. Our exposure on the corporate side means we’ve become more of an expert than we bargained for, but it’s a very interesting part of the business.
Bermuda was not previously a heavily regulated jurisdiction, but
it always maintained a good reputation—increased regulation has been introduced to supplement this, and when the International Monetary Fund and the Organisation for Economic Co-operation and Development say you have to get your teeth around things, the lawyers get involved. Mostly, our job is to educate.
Betts: We have a lot of listed clients: in Toronto, on the New York Stock Exchange, London Stock Exchange, in Hong Kong and Singapore, and there is a lot of corporate governance that comes with that. Clients are advised on the exchange requirements by their local lawyers, but the increased transparency requirements mean that companies are looking to us for Bermuda corporate governance advice. As clients get bigger (and, in some cases, listed on stock exchanges) the issues become more complex, and it becomes increasingly important to engage Bermuda counsel.
Morrison: There is increasing demand for corporate governance advice and the book is never getting smaller.
Ernest Morrison is director and head of the corporate and commercial department at CHW. He can be contacted at:
emorrison@chw.com
Jonathan Betts is senior associate at CHW. He can be contacted at:
jbetts@chw.com
David Kessaram is managing director and head of the litigation department at CHW. He can be contacted at:
dkessaram@chw.com
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