11 June 2015Bermuda analysis

Good corporate governance goes beyond compliance

Good corporate governance for captives should go way beyond compliance and should be based on doing the right thing for a company.

This is what Ray Mattholie, director of Lockhart Insurance Company, told delegates at the Bermuda Captive Conference held this week (Monday June 8 to Wednesday June 10).

Mattholie described a long career managing captives for companies including ICI, a pioneer of captives on Bermuda in the mid-1960s, BT and Jardine Matheson Group, the corporate that uses Lockhart Insurance Company as its segregated cell captive.

He argued the case for the contribution that independent directors can make to a company in helping manage risk-transfer challenges. He has served in this role for several companies.

But he also acknowledged that the need for such individuals would very much depend on the size and complexity of a captive and should not be a regulatory requirement.

He listed a number of other attributes that should be central to good corporate governance including a fit and proper board able to deliver the time and commitment and value needed; frequent and structured board meetings; good fraud and money laundering controls; an avoidance of conflicts of interest; a regular internal audit; and the use of sub-committees to manage things such as audit.