ICSA Guernsey Conference 2017, 26 April

ICSA Guernsey Conference
St Pierre Park Hotel Spa & Golf Resort
Wednesday 26 April
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Welcome and introduction
Paul Smith, Vice Chairman
ICSA Guernsey Branch Council

The art of minute taking: new
ICSA guidance
Peter Swabey FCIS, Policy and Research
Director, ICSA

The minuting of meetings
Consultation published 23rd May
– closed 24th June
89 responses to 31 questions
2,759 answers
Summary of feedback now
published on
www.icsa.org.uk/minutetaking

So what did we find ?
• Good minuting is a deceptively difficult and time consuming task
which is often under-valued, notably by directors. It is far more than
an administrative formality
• An enormous variety of minute taking practices
• Many people are absolutely convinced that they take minutes ‘the
right way’
BUT…..

So what did we find ?
There is no one-size fits all approach for minute-
writing and no ‘right way’ to draft minutes
• Context is always important and each chairman and each board will
have their own preference for minuting style
• It is up to each individual organisation to decide how best its
meetings should be recorded

What are minutes for?
• The purpose of minutes is to provide an accurate, impartial and
balanced internal record of the business transacted at a meeting
• Minutes should document the reasons for the decision and include
sufficient background information for future reference – or, perhaps,
for someone not at the meeting to understand why the board has
taken the decision that it has.
‘to record key points of discussion, record decisions and the reasons
for decisions, and agreed actions’
‘accurate’, ‘impartial’ ‘balanced’ ‘to demonstrate challenge’

In simple terms, their purpose is to record what
was done, not what was said but with sufficient
context to give assurance that it was done
properly

‘They should be the single source of truth, and should be a complete, self-standing record
(together with the papers). They should act as evidence of the meeting and as a record of
those matters discussed/noted, concerns raised, decisions made and, where considered
helpful, the rationale for those decisions, and demonstrate the directors acting in accordance
with their duties under the Companies Act.’
Sectoral variation:
• A charity or public sector organisation may focus more on ensuring there
is clear accountability visible through the minutes
• A regulated financial services company is more likely to focus on
providing evidence of robust decision making.

Who is responsible for the minutes?
• The Company Secretary … or other governance professional is
responsible to the chairman for the preparation and retention of
minutes
• The chairman and the other members of the board are responsible
for confirming their accuracy
• The person taking minutes should be properly qualified to do so – i.e.
they should have the necessary knowledge and skills
• Too often minuting a meeting is left (at short notice) to a junior
member of staff without the appropriate experience or training

The accuracy of minutes is the responsibility of
the full board

Key skills of a good minute taker include being able to:
• listen to multiple voices at the same time and capture both their
arguments and tone
• summarise an argument accurately and record decisions taken and
action points on which to follow up
• identify which parts of the discussion are material and should be
recorded
• have the confidence to stand firm when someone asks them to
deviate from what they believe to be an accurate record
• have the confidence to ask for clarification

Listen to multiple voices ……

• Wherever possible, the company secretary should be supported at
the meeting by a suitably skilled minute taker if one with the
necessary skills is available
• It is generally a good idea for the company secretary to discuss with
the chairman before the meeting any relevant procedural issues
and, perhaps most importantly, how they can best support the
chairman

Drafting minutes
• It can take at least as long, often twice as long, to draft minutes as the
meeting itself took
• It may be helpful to develop a minute taking policy or style guide to set
the house style and conventions. This could be approved by the board
• Minutes are normally written in ‘reported speech’ style; they should not
be a verbatim record of the meeting
• The minutes should be clear, concise and free from any ambiguity as
they will serve as a source of contemporaneous evidence in any
judicial or regulatory proceedings

Drafting minutes – preliminary information
• The infrastructure of the meeting
• Who, where, when, what, how etc
• Quorum
• Directors’ duties
• Conflicts of interest
‘These items are not legal boilerplate and are important. The wording of
the guidance should be revised.’

Quorum
• A matter for each individual organisation
• Probably only need be mentioned if there were a lot of
absences, or a high quorum requirement such that there might
be doubt
• For example, if one or more directors have to absent themselves owing to a
conflict of interest
• Of course, if the chairman does mention quorum it should be
minuted
• It is the responsibility of the company secretary to be aware
whether the meeting is quorate at all times, and advise the
chairman should this not be the case

Conflict of interests
• Legal, regulatory and constitutional requirements must be observed
• Unless the sectoral regulator requires otherwise, it is reasonable only
to refer to conflicts of interest in the minutes where:
• the chairman or another board member raises the issue, which they might do if there is
a perceived risk of a conflict arising
• a potential or actual conflict of interest is declared by one or more of those present
• a conflicts register is circulated, tabled or reviewed as part of the business of the
meeting
• it is necessary to amend the conflicts register.

Drafting minutes – level of detail
• The degree of detail recorded will depend to a large extent on:
• the needs of the organization
• the sector in which it operates and the requirements of any regulator
• the working practices of the chairman, the board and the company secretary.
• As a minimum, however, we would expect minutes to include:
• the key points of discussion
• decisions made and, where appropriate, the reasons for them
• agreed actions, including a record of any delegated authority to act on behalf
of the company

Drafting minutes – naming names
• Individual contributions should not normally be attributed by name, but this
will be appropriate in some cases. Practice is changing in this area,
particularly in the corporate sector
• Demonstrate individual director participation and challenge
• Equally it became clear that the charity and public sectors have very
different practice whereby individual contributions are often attributed.
• Once again this is a matter for individual organisations
• Guidance includes suggestions on where it will usually or may be
appropriate

• Some strongly held views against recording detail
“The purpose of the minute is to record the decision. The minute should not
replicate what is in the board paper. The reason for the decision is unnecessary
detail, the paper could be referenced instead.”

Drafting minutes – dissent
• Most board decisions are reached by consensus
• However, in exceptional circumstances, where the whole board cannot
reach agreement, individual directors may request that their dissenting view
be recorded in the minutes. It is normal to comply with such requests
• The question of how dissent is recorded will be a matter of organisational
preference.
• One suggestion for specimen wording might be:
‘There was a robust discussion about x, with considerable challenge around
a, b, c and d. The board agreed to y, with Mr z requesting that his dissent
be recorded.’

Drafting minutes – other matters
• If board papers are received for noting and no decision is
required, then unless there is material discussion that needs to
be recorded, minutes should indicate that the relevant report
was ‘received (or reviewed, if that is what happened) and its
contents noted’
• Conflicts of interest
• Legal professional privilege
• Offshore companies
• “not for the minutes”

Drafting minutes – the regulator
• Minutes are increasingly used to demonstrate that the directors have
fulfilled their statutory duties
• evidencing appropriate challenge in order to hold the executive to account
• showing that issues of risk and both shareholder and stakeholder impact have
been properly considered
• Minutes should facilitate regulatory oversight, but this is not their primary
purpose
• Nonetheless, those drafting minutes should be mindful of regulatory needs
• The well-written minutes of an effective board meeting should convey all
the assurance that a regulator requires

Review and approval of draft minutes
• Draft minutes should be clearly marked as such and amendments to the
draft minutes should be thought of as ‘enhancements’ rather than
‘corrections’
“Editing by board members who are ultimately responsible for the
accuracy should not be regarded as a failing on the part of the person
drafting the minutes but a sign that responsibilities are understood and
taken seriously.”
• Need to guard against attempts to rewrite history
• The audio recording of board meetings or the publication of board
minutes is not, generally, recommended
• Treatment of ‘post-meeting events’
• To redact or not to redact …..

Access to the minutes
• Who – auditors, regulators and other third parties
• For example, as a board responsibility, minutes should be included
as part of the board evaluation process
• What – unrestricted / restricted (e.g. senior audit partner) / view-only /
redacted
• How – electronically / minute book / electronic portal
• Publication of minutes
• Retention of minutes

Company secretary’s notes
• Great care should be taken with the company secretary’s notes of the
meeting, both in terms of content and retention. We recommend that
they are destroyed once the minutes to which they relate have been
approved
• Wide variety of practices
• Retention periods ranged from as soon as they were written up to
pretty much forever
‘only one version of the truth is required’

The minuting of meetings – only record of the meeting

Conclusion
• A very interesting and rewarding process
• 89 responses to a consultation – isn’t it great that there are so many
people with such strongly held views?
• All this may suggest that minute taking is a necessary yet thankless
task, but as one respondent to our consultation asked, how many
other people in an organisation get their work in front of the board as
frequently and consistently as company secretaries?
• Thanks to everyone who shared with us their wisdom and experience
gained from minuting literally countless meetings and, in particular, to
Colin Passmore at Simmons & Simmons and Carol Shutkever at
Herbert Smith Freehills for their guidance and support.

Further information
www.icsa.org.uk/minutetaking

The Future of AGMs
Peter Swabey FCIS, Policy and Research Director, ICSA
Chris Hodge, Policy Consultant, ICSA and former Director
of Corporate Governance, FRC
Susan Swabey FCIS, Company Secretary, Smith and
Nephew plc

Practical workshop: Cyber security
Rob Shapland, Principal Cyber Security
Consultant, First Base Technologies LLP

Rob Shapland, First Base Technologies LLP
Cyber Workshop
© First Base Technologies LLP 2017

Penetration Tester and Social Engineer at First Base Technologies since
2008
• Offensive Security Certified Professional – 24 hour exam
• Social Engineer – trained by Chris Hadnagy, world-renowned social
engineering expert
• Trained in Kidnap Escape and Evasion
• Published technical writer
• Media and conference speaker
• Fire jumper
Who is Rob Shapland?

Agenda
• Basic Cyber Security Requirements
• Secure the Human
• Secure the Technology
• Understanding the threat

• Understand that cyber security is not just a job for IT, it needs to be embedded in the entire firm
• The board needs to take ownership and responsibility for cyber security
• This needs to be filtered down to all staff by continual training and awareness
• Understand your key information assets and assess their vulnerability to attack
• Has responsibility for cyber risk been allocated? Is it on the risk register?
• Understand the impact if a data breach occurs (reputation, financial impact), and have a plan
• Understand who might attack – regular briefings to the board from CISO or industry experts
• Encourage information sharing with other firms
Basic Requirements

• Regular security awareness training, covering at a minimum:
 Email Phishing
 Social engineering
 Safe use of social media
 Passwords
• Email phishing testing
• Social engineering testing – telephone and building security
Step 1: Secure the Human

• Understand where your sensitive data is and who has access, then lock it
down. This includes in the cloud
• Think about who might attack you and the methods they would use
• Enforce strong passwords on all interfaces (including the wifi network)
• All external interfaces protected by two-factor authentication
• Regular patching on ALL devices
• Regular penetration testing of external and internal devices, and applications
• Email filters, endpoint protection
Step 2: Secure the Technology

Understanding the Threat

Consequences of an Incident …
• Reputational damage
• Loss of client confidence
• Reduction in market share
• Forfeit of competitive edge
• Loss of jobs
• Organisational failure
• Fines

Cyber Threat Actors
Nation States Global competition, national security, fraud
Organised Crime Illicit profit, fraud, identity theft
Actor Motivation
Activists
Ideological, political, disenfranchised,
malicious havoc
Terrorists Ideological, political
Insiders
Personal advantage, monetary gain, revenge,
ideological
Individual Hackers Ego and peer approval, curiosity, ideological
Competitors
Competitive advantage, damage to
competitor
Loss of intellectual property, disruption of
systems, financial loss, regulatory issues
Loss of IP, financial loss, privacy issues,
regulatory issues, damage to brand
Impact
Data destruction, disruption of systems,
Data destruction, disruption to systems,
regulatory issues
Loss of intellectual property, disruption of
systems, financial loss, regulatory issues
Data destruction, disruption of systems,
Loss of intellectual property, regulatory
issues, damage to brand

What do these Threats have in Common?
Social Engineering
Obtaining something by exploiting trust or the ignorance or naivety of
others
It works on the human factor
… frequently called “the weakest link”!

More Information?
Email: rob.shapland@firstbase.co.uk
Twitter: @rdshapland
LinkedIn: Rob Shapland

Client Due Diligence
Tim Andrews, Director, Ipes

54
Tim Andrews
The ID Register, Ipes

Welcome to the ID Register
Connect to
Create Profile Counterparties
DD Anyone anywhere
Risks Self Control
Screening
FATCA & CRS Relax & keep updated.
Continuously screened
Validation & evidence alerts
55

01/01/2014 31/12/2016
01/04/2014 01/07/2014 01/10/2014 01/01/2015 01/04/2015 01/07/2015 01/10/2015 01/01/2016 01/04/2016 01/07/2016 01/10/2016
30/06/2014
FATCA Goes Live
01/03/2015
Online DD Requested
30/04/2015
5/6ths Responses Received
31/05/2015
FATCA 2014 Reporting Submitted
01/10/2015
ID Register Begun
01/09/2016
Official Launch
22/07/2016
ID Register Live
01/04/2016
Panama Papers
Our Story
60
• We certified 8,500 investors for FATCA in 2014 and needed an efficient
solution.
• 5/6ths of investors responded online.
• FATCA and CRS information is a subset of KYC requirements.
• The ID Register is live with 10,500 investors and over 100 Fund groups

FAQs
61
Is this outsourcing? No.
Your firm is not delegating any services or
responsibilities to The ID Register. Your firm is entering
into a contract for services, these being the access to
an independent data source of Customer Due Diligence.
How does content comply with
AML/CFT requirements?
The standards within The ID Register are driven from
the FATF Recommendations with specific consideration
being given to the AML/CFT requirements applicable to
UK and Channel Islands regulated businesses.
a. Certification Certification can be undertaken by two methods.
The first is through the digital certification method built
into the system where the profile owner uploads a
document and requests a suitably qualified person to
certify the document. This document will have
certification wording digitally imprinted into the
document.
The second is through the uploading and validation of
previously certified documents where the profile owner
will upload documents that have previously been
certified in wet ink.
How secure is the site? No site is immune from attack, but in important respects
The ID Register is even more secure than popular social
platforms:
• Fully encrypted database
• Penetration tested software
• Hosted on Azure
• Full SSL encryption from servers to browser
An improvement from paper, email and Excel.

E-KYC has not come yet – why not?
 What does the Regulator say?
 Yes – in Guernsey from November 2015.
 Can we outsource MLRO responsibility too?
 Yes – Handbook & Thematic Review June 2016 with suitable training.
 Incomplete, tech-heavy products
 Document sharing, individuals only, in-house software, focussed on
banks.
 Someone else try it first
 www.ipes.com/investorservices
 My client list is private & cross contamination fears
 Own your own data
63

GRC professionals: increasing
your value in the workplace
David Press, Managing Director, DMJ Recruitment
Rory Strong, Managing Consultant, DMJ Recruitment
Sharon Spruce, Learning and Development Specialist,
Skills Solutions
Hayley Tanguy, Director, Aztec Group

Maximising your skills in the workplace
How to climb the business ladder by increasing your value as an employee within your
company
David Press, Managing Director – DMJ
Rory Strong, Managing Consultant - DMJ
www.dmjrecruitment.com

1. Be clear about your long term career objectives
Pursue this with intent

• Recognise your talents
• Understand your work and what it takes to do it well
• Be open-minded and flexible around what you are trying to do
• Plan ahead – what else could you be doing to shape out your skills.

2. Ask for more responsibility

• Manage your boss – take work of their hands, they will be grateful
• Ask to get involved in areas outside your remit to broaden your skills

3. Take Some Career Development Risks

• Chart a career path and involve management and HR in the process
• Speak your mind – voice opinions to show you are invested

4. Continual Professional Development

• The more skilled you are, the easier it will be for you to advance
• Become the ‘Go To’ person for specific matters
• Public speaking marks you out as an expert and a leader

5. Play Your Part in Developing Others

• Good managers attract talent, drive performance, engagement and retention
• Learning and development is very important to those early on in their career

6. Network, Network, Network

• Professional network is invaluable to developing your career
• Cultivate relationships with colleagues, mentors, contemporaries
• Great place to evaluate opportunities and problems

7. EQ versus IQ

• Understand the language around the board table
• Think about behaviour, how you execute your job and your impact on others.
• Be politically astute but non-political in how you do it. Remain neutral

8. Balance Work, Education and Fun

• Keep energy levels up – create fun!
• Encourage fresh thinking – is there a better way?

Dysfunctional leadership in
organisations
Dennis Tourish, Professor of Leadership and
Organisation Studies, University of Sussex

Dennis Tourish
Professor of Leadership
Sussex University
Co-editor of ‘Leadership’
Email:
D.J.Tourish@sussex.ac.uk
DYSFUNCTIONAL LEADERSHIP
IN CORPORATIONS
Ken Lay
AKA ‘Kenny Boy’
Jeffrey Skilling

Amazon April 2017 -180,007 books with ‘Leadership’ in their
title. If you read one every day including weekends it would
take you 493 years….
BUT – there are only
168 books with
‘Followership’ in their
title
We have a fixation on
leadership, though
without followers there
are no leaders…

SOME ASSUMPTIONS
• Followers should
conform – mostly, do
what they are told
• Leaders know best
(but do they always?)
• Dissent is resistance to
be overcome
Who’s the
boss
BBC 2
March
2016

KEY LEADERSHIP INSIGHT
The norm of
reciprocity
‘I’m not going to Ted’s funeral.
He won’t be coming to mine.’

WHAT ABOUT TRUST?
• Survey of 33,000 people in 28
countries
• CEO credibility dropped worldwide,
by 12% from previous year
• At an all time low of 37% who say
CEOs are ‘credible’
Edelman Trust Survey, 2017

‘You’re an evil bastard, Gilroy. I like that.’

A MAJOR SOURCE
OF ERROR???
‘The temptation to tell a
Chief in a great position
the things he most likes
to hear is one of the
commonest explanations
of mistaken policy. Thus
the outlook of the leader
on whose decision fateful
events depend is usually
far more sanguine than
the brutal facts admit.’
Winston Churchill (1931)
INGRATIATION...

EFFECTS OF FLATTERY
• A study of 451 CEOs looked at the impact on them of more
intense and frequent flattery (e.g., offering exaggerated
compliments) and opinion conformity (e.g., expression of
agreement even when people don't agree).
• Flattery and opinion conformity linked
to CEOs having more favourable
evaluations of their own strategic
judgments and leadership skills, being
less likely to make strategic changes
when firm performance suffered, and
more prone to lead firms that suffered
persistently poor performance.
Hyuan Park, Westphal and Stern, ASQ,
2011

EFFECTS OF NARCISSISM
• Highly narcissistic CEOs less responsive to
whether recent firm performance was good or
bad - continued to make equally risky
investments (e.g. acquisitions of new companies)
regardless of recent performance. Their less
narcissistic peers more cautious in bad times and
tended to take bigger risks during good times.
Chatterjee and Hambrick, ASQ, 2011

IRRATIONAL BIAS–
ILLUSORY SUPERIORITY
• 69% of drivers consciously worry about being
killed when driving
• Only 1% believe they drive worse than average
• 98% think they are safer than, or as safe, as the
average driver.
Brake (Road Safety Charity) Survey of 800 UK
adults, March 2011

MEA CULPA
• More than 90% of professors think
they are in the top half of their
profession!
Trivers, 2011

People are especially sensitive to negative
input – the ‘automatic vigilance effect’
Which
of these
movies
would
you
prefer
to see?

HOW WE TREAT
CRITICAL FEEDBACK
• Subjecting critical
feedback to criticism/
accepting positive
feedback
• ‘I DON’T BELIEVE IT’
• Deny failure
• Alternative
facts??

WHAT CAN BE DONE?
• Seek out formal and informal
contact with people as often as
possible

WHAT CAN BE DONE?
• Scrutinise positive
feedback more rigorously
than negative feedback
• Institutionalise dissent
into the decision-making
process – e.g. promote/
cherish/ reward
contrarians
• Create a culture that
confronts ‘the brutal facts
of reality’ – i.e. where the
truth is heard

A CLIMATE WHERE THE
TRUTH IS HEARD
Lead with questions,
not answers
Practice saying:
• ‘I don’t know’
• ‘What do you think?’
• ‘Where have we gone wrong?’
• ‘What could we do better?’

A CLIMATE WHERE THE
TRUTH IS HEARD
Engage in debate, not coercion
• Have chaotic meetings
• Loud debate
• Heated discussions
• Healthy conflict
D.J.Tourish@sussex.ac.uk

Local update: Beneficial
Ownership Register
Alan Bougourd, Registrar, Guernsey Registry

Current International Framework
“A beneficial owner in respect of a company means the natural person(s)
who directly or indirectly ultimately owns or controls the corporate entity”
- G8 Action Plan Principles (2013)
- G20 high-level principles (2014)
- World Bank / UNODC StAR Initiative (The Puppet Masters, 2011)
- OECD taxation initiatives: Global Forum on Transparency and the Common
Reporting Standard
- FATF 2014 Guidance on Transparency and Beneficial Ownership
Source – presentation by Alexandra Jour-Schroeder of the EC to Corporate Registers Forum 2017

FATF Recommendation
R.24:
Countries to ensure that there is adequate, accurate and timely information on BO
and control of legal persons that can be obtained or accessed in a timely fashion
by competent authorities
IO.5:
To ensure that legal persons and arrangements are prevented from misuse for
ML/FT, and BO information is available to competent authorities without
impediments
Source – presentation by Mr Kenneth Yap – ACRA Singapore to Corporate Registers Forum 2017

Why are we doing this?
European Commission View
Help business to know who they are doing business with
Help businesses and consumers protect themselves
Protect civil and environmental rights
Save money
Level the playing field
Detect crime

What is the EU doing?
Current EU Framework 4th AML / CTF Directive
Directive (EU) 2015/849 on the prevention of the use of the financial system for
the purpose of money laundering and terrorist financing (4th AML Directive)
•adopted on 20 May 2015;
•Transposition by EU – Member States on 26 June 2017.
Article 3(6): "[…] any natural person(s) who ultimately owns or controls the
customer and/or the natural person(s) on whose behalf a transaction or activity is
being conducted […]: (a)corporate entities and (b) trusts.

International Landscape *Source: UK Govt press release, “PM hosts major summit as part of global drive to
expose, punish and drive out corruption” (12 May 2016) As presented to Corporate Registers Forum 2017 by Mr Kenneth Yap

Transparency Versus Privacy
The Deal
UK view is that the benefit of limited liability is worth the price of transparency
Have they gone too far?
They currently only offer protection when the activities of certain companies can place their directors and
PSCs 2, or someone who lives with them, at serious risk of violence or intimidation. This could be due to
their involvement in a particular sector of commerce or industry. e.g. business licenced under the Animal
(Scientific Procedures) Act 1986, a director or PSC of a company active in the defence industry including a
readily traceable supplier to, or partner of an organisation in the above categories. A company that has
been targeted by activists or a member of a particular religious community where company activities
conflict with the principles of that religion.
This isn’t an exhaustive list, and making an application to restrict access to residential addresses
or to all information will depend on individual circumstances.

What have we done?
Agreement with the UK
In July 2016 there was an Exchange of Notes signed with the Government
confirming that Guernsey will establish a central Guernsey database of beneficial
ownership information
Project Board
The Project Board established in Dec 2016 with representatives from Government,
Industry, the GFSC, the Registry and Law Enforcement which continues to meet
regularly to progress the successful and secure implementation of the Register

Legislative developments
Legislation
Following consultation with industry, in February 2017 the States voted in favour of
a joint Policy Letter from the Policy & Resources Committee and the Committee for
Economic Development for the establishment of a Register of Beneficial
Ownership
In March 2017 The Beneficial Ownership of Legal Persons (Guernsey)
Law, 2017 was lodged for future debate

What are we doing?
Definition of Beneficial ownership
Following publication of the legislation, a consultation took place on the
regulations to define Beneficial Ownership
Where any right or interest comprises the property of an express trust, the trustee
or trustees of the trust are to be treated as having the benefit of that interest
Three Tier Test
• Ownership
• Control Through Other Means
• Position Held within the Legal Entity
Exemptions
25% Threshold
Resident Agent Exempt Companies

Who will have access?
Access is restricted to:
The Economic Crime Division of Law enforcement
Nominated individuals within the GFSC
Nominated individuals within the Registry
The Registrar can only disclose information for the purposes of:
Prevention, detection, investigation or prosecution of criminal conduct or non-
criminal penalties, intelligence services, Commission activities, income tax,
civil forfeiture, sanctions, gambling control, charity & not for profit obligations

What we need you to do
Prepare
From 01 July any legal entity formed (N.b. LPs are not currently part of the
legislation) will need the following Beneficial Ownership to be included:
• Name
• Nationality
• Date of birth
• Principal residential address
• The date on which they became a BO (if post 01 July 2017)
• The basis on which the BO exists

What do we need you to do for your existing legal entities?
Prepare
From 01 July 2017 it will be possible for you to populate the BO Register with information on
existing legal entities
Identify the entities you consider will fall below the 25% threshold on a risk basis
We are considering the establishment of a Bulk Upload facility to be available in Autumn
2017 and would appreciate your input on whether this would be of interest to you
From January 2018 the BO Register will need to be fully populated and up-to-date to enable
the Annual Validation of the company to be filed
We are proposing that the AV period will be extended to the end of February 2018

Keeping the Register up-to-date
Maintenance
As soon as an entry appears on the BO Register there will be an obligation, within
14 days of the Resident Agent having been obliged to update the record of
beneficial owners, to file that update with the Registry
Sanctions
The sanctions applicable need to be persuasive so as to ensure compliance
The Registry will be responsible for Resident Agents that are not licensed and
the GFSC will be ensuring that Licensed Resident Agents are complying
You will need to provide evidence of the filings made

Enforcement
Penalties
Criminal penalties
Criminal Liabilities
Civil penalties
Disqualification Orders
Private Reprimands
Public Statements

Fees and Guidance
Fees
There will be no cost for the initial population of the Register
Subject to consultation, it is proposed that maintenance of the Register will incur a
filing fee, in a similar way as fees for updating directors are currently applied
Guidance
We will be issuing detailed guidance to presenters as the project develops
There is an obligation on you to ensure your Presenter Groups are up-to-date
and permissions are appropriate for your organisation
Visit www.guernseyregistry.com for guidance

Possible Developments
Possible changes on BO registers being considered by the European
Commission
•Lower 25% threshold to 10% (in certain circumstances?)
•Replace access based on legitimate interest with free public access for profit making entities (not "family-
trusts")
•Registration of all trusts and public access to BO info of business-like trusts
-where the trustee is established
-Binding for EU Member States, including those who do not recognise trusts in their national law
•Interconnection of national registers via the EU Business Registers Interconnection System (BRIS)

What can we learn from others?
Lessons from UK Companies House
Forms have taken longer to process
They have had an increase in incorrect and incomplete filings
Customer contact has increased
Concern that it goes against general Government policy on deregulation
Filers become “tick box happy”
Source Presentation by UK Companies House to Corporate Registers Forum 2017

Todays Take-Away!
I’d sum up what you need to do in 3 sentences:
• Understand – the obligations on a Resident Agent
• Plan – for how you will assess what data needs to be provided and how you
intend to achieve this
• Test – your systems will make it easy for the GFSC / Registrar to check
compliance and for you to keep the Register up to date
If the Registry can offer any help whatsoever please do get in touch!

Other Registry Initiatives
Limited Partnership, LLP & Foundation AVs
APIs
IP Agents

Any Questions
Beneficial Ownership
Registry
IP

Thank you.
alan.bougourd@guernseyregistry.com

Brexit: what does it mean for
Guernsey?
Jonathan Le Tocq, External Affairs Minister, States of
Guernsey
Advocate Jon McLellan, Director of Legislative Drafting,
Law Officers of the Crown, Guernsey
Dr Andy Sloan, Director of Financial Stability, Guernsey
Financial Services Commission

WHAT #BREXIT MEANS
FOR #GUERNSEY
JONATHAN LE TOCQ

THE ONLY THING
THAT IS CONSTANT IS
CHANGE.
Heraclitus
WHAT #BREXIT MEANS FOR #GUERNSEY

TREATY OF ROME, U.K. ACCESSION 1972, PROTOCOL 3
▸“Third Country” status
▸Exception for trade in goods
▸Responsibility regarding rights of EU citizens
▸As a Third Country we have...
‣ negotiated access to financial markets
‣ voluntarily enacted sanctions where appropriate
‣ obtained equivalence status in regulatory matters

PRIORITY AREAS IDENTIFIED
▸Financial services
▸Customs
▸Fisheries and Agriculture
▸Free movement of people

THE FUTURE
▸New trading opportunities
▸Enhanced international identity
▸Greater constitutional autonomy
▸Making the most of our acquired skills, innovation, legal
system, secure & appropriate regulatory framework
▸Building on reputation of stability as a "safe haven"

[LE] ROCHER
D’HOSPITALITÉ
ET DE
LIBERTÉ...OÙ
VIT LE PETIT
PEUPLE DE LA
MER... L’ÎLE DE
GUERNESEY.
Victor Hugo

ICSA Guernsey Conference 2017, 26 April

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ICSA Guernsey Conference 2017, 26 April