Management structure and accountability
A - Minimum compliance
- Funds should make available all fund documentation and details of key appointments to existing investors on request, (and to prospective investors on a confidential basis).
- Funds should disclose the names and contact details of the following as appropriate:
a. Members of the Committee of Management/supervisory board
b. General partners
c. Registrar
d. Banker
e. Individual manager
f. Trustee/Managing trustee
g. Authorised Corporate Director
h. Custodian/Depositary
i. Auditor
j. Valuer(s)
k. Managing agent(s)
l. Solicitors to the fund
m. Investment adviser.
- The following additional information should be disclosed (if appriopriate):
a. How the parties listed in 2 above are appointed, their roles and responsiblities and how they can be removed
b. Whether appointments are fully discretionary, non-discretionary or advisory. If non-discretionary or advisory, where, ultimately, the decision-making power lies
c. Who is responsible for setting investment policy, strategy, restrictions and income distribution policy
d. Who is responsible for implementing investment policy
e. How adherence to such policies and restrictions are monitored and reported
f. Who is responsible for marketing the fund
g. Who is responsible for pricing and accounting for the fund
h. How the governance structure ensures alignment of interest between the manager and investors eg. carried interest/ performance fees
i. Details of any “key person” provisions and if so brief details of the operation of the same.
j. Whether any co-investment opportunities are capable of being offered to investors and if so the process for doing so.
B - Best practice
- The roles and responsibilities of all parties involved in running the fund, or who have the ability to set and implement policies or strategies relating to its management, should be clearly disclosed. This should include individuals with significant management influence.