Shipping Out

18th January 2011

Email a Friend

Often a move offshore means a change from working in-house within a company secretariat to working for clients in professional services – that’s a big culture change, even before you factor in the geographical shift. To get an idea of what this can be like, I talked to Chartered Secretaries working in various jurisdictions – Jersey, Dubai, the Cayman Islands, the British Virgin Islands, the Isle of Man and Bermuda – and they shared their perspectives and experience. But first let’s examine some more general issues with moving offshore.

Where offshore domiciled companies have UK listings, those providing the company secretarial function have to balance the requirement for knowledge and experience of the relevant offshore company legislation (and the need for local presence), with the need for knowledge of the principle-based UK regulatory regime and the associated market and best practices. The board needs to have in place a robust network of advisors with clearly defined roles and responsibilities both onshore and offshore to ensure there are no gaps in compliance or overlaps causing duplication and delay.

The fact that a company will be subject to both the laws of the offshore jurisdiction and have continuing obligations under the UK regime means that onshore and offshore lawyers and company secretaries have to be intimately familiar with the legislation. Company secretaries should also ensure that the boards of offshore entities are fully trained in their legal and regulatory responsibilities of being a director of an entity in that particular jurisdiction.

Benefits

My time offshore was spent working in the Cayman Islands from 2007, until I returned to Capita in March 2010. I headed up the corporate services areas at Walkers, and was Managing Director of Appleby’s trust company.

In addition to the issues raised by the interviewees, that there are employment and immigration issues to take into account in pursuing a job offshore, and recruitment and staff management issues when you get there, in Cayman all expatriates require a permit to work. These typically last two years and can be obtained from a recruitment agency or an employer. Expatriates are usually only recruited if it has been demonstrated by a rigorous local selection process that there is no native candidate qualified to do the job.

The interviewees’ comments show that working offshore or onshore offers many opportunities and benefits, as well as challenges. There is definitely a trend towards offshore employers seeking out ICSA-qualified staff to enhance their corporate governance. Despite this trend, there are currently very few Chartered Secretaries in the Cayman Islands and some of the other jurisdictions, so developing a network and keeping in touch with ICSA and onshore Chartered Secretary friends is important.

British Virgin Islands

Justine Ashmore, Practice Manager, Walkers

When did you move offshore and why?

In October 2008, I moved offshore to the British Virgin Islands (BVI) to work for international law firm Walkers. I had worked as a Chartered Secretary for many years in London and the southern counties. I thought that gaining some experience offshore would be a good career move, and I was already kneedeep in legislative changes with the new Companies Act – so learning and adapting to different legislation again would not be so difficult.

What are the key differences?

As a company secretary it is vital to keep fully abreast of the laws and best practices – so I found it an interesting challenge to familiarise myself with the legislation of the British Virgin Islands. I have found, however, that the key difference to working offshore has been the cultural differences.

What are the challenges in serving entities that are listed in one jurisdiction, but based in another?

In these instances the main focus is working with onshore counsel and maintaining good, positive working relationships with them. Onshore counsel tend to refer clients to us as they have a positive previous experience working with us and are happy with our services.

What was the most difficult challenge you have faced?

Managing an office in the centre of London has few comparisons to managing an office here in the BVI. The cultural challenges and difficulties associated with running a business on a small island in the middle of the Caribbean Sea are vast. While the work pressures to complete tasks and provide an excellent service to clients remain, this all has to be achieved within an unpredictable environment. This year alone we lost several working days due to bad weather conditions as the island was hit by a hurricane and multiple storms – we were on flash flood warnings from March to November.

Employment practices and laws vary considerably between jurisdictions, so it is important to have a sound understanding of these and to be able to hit the ground running when you arrive. You are thrust into a highly-visible role in a very small community, so you have to have a strong appreciation of the local social and political issues and the ability to be sensitive towards these from the beginning.

What impact does working offshore have on your career as a Chartered Secretary?

Having been onshore and based in the UK for most of my career, I believe that working offshore has provided me with a real opportunity to expand my skills, knowledge and experience. Also, the sun, sand and sailing make for a pretty good place to pass the weekends.

Jersey

Simon Kelly, Director, Capita Fiduciary Corporate Services

When did you move offshore and why?

I left London in 2002 to join the Trust & Company Administration team of PwC in Jersey, which was acquired by Capita in 2007. I had always worked as a company secretary in public practice and was motivated to move to Jersey by the career opportunities on offer, and the enhanced quality of life for my family.

What are the key differences?

Onshore, my role was primarily advising client directors and company secretaries of my clients on UK corporate compliance, corporate governance and company law. In Jersey, however, a Capita entity is likely to be appointed as the corporate company secretary of our clients, and the board will usually consist of offshore directors. Thus, my role goes far beyond just an ‘advisory’ one, as I am likely to be responsible for the day-to-day operations, management and control of such companies’ activities.

I was surprised that the standards of regulation and customer due diligence that the Jersey Financial Services Commission (JFSC) imposed on its finance sector were higher than those in the UK at the time. These standards have been further enhanced and have been beneficial to Jersey in the further development of its reputation as a leading international finance centre.

What was the most difficult challenge you faced?

Moving into a senior role in an organisation, with no knowledge of the legal and regulatory requirements of the jurisdiction. Luckily PwC, and similarly Capita, have strong values including the sharing of knowledge and the support of colleagues. I could not have asked for greater support in the move offshore.

What impact does working offshore have on your career as a Chartered Secretary?

My move to Jersey took my career in a different direction and was definitely a catalyst for positive change. I have progressed professionally and have gained a wider range of experience and technical knowledge. As a director of a trust company, I am also involved in strategic matters. My career as a Chartered Secretary has certainly changed in

emphasis, but the core skills that the qualification teaches have always been necessary in all I do. The ICSA qualification is held in high regard offshore – in Jersey it is recognised by the JFSC as a Table 4 qualification (the highest level) – enough to manage a regulated trust company. Career-wise, working offshore as a Chartered Secretary may make it more difficult to move back onshore in a similar-level role. There is a perception that technical knowledge gained onshore quickly goes out of date while people work offshore. However, I would argue that it is possible to quickly refresh one’s onshore technical skills upon return, and that the advantages of working offshore far outweigh the disadvantages.

Isle of Man

Tracy Reeder, in-house Company Secretary and Consultant

When did you move offshore and why?

I moved to the Isle of Man in October 1999 to take up the position of Company Secretary of British Regional Air Lines Group. At that time it was the parent of Manx Airlines, the national carrier of the Isle of Man.

What are the key differences?

The offshore financial sector is small, which is to say that everyone knows everyone else. If an undesirable client is taken on and subsequently ‘offloaded’, it can be difficult for that client to find another service provider. Equally, a reputation as a good service provider is a very hard won thing, but critically, very easily lost.

What was the most difficult challenge you faced?

Offshore structures tend to be flexible and entrepreneurial – challenging the existing boundaries. Many offshore businesses are built on what HM Revenue & Customs considers to be tax advantages. As such, those businesses will adapt in accordance with and dependent on the availability of those tax advantages. This encourages high-level thinking and provides a fertile ground for new ideas and structure.

How has working offshore affected your career as a Chartered Secretary?

The biggest risk that I face is that many of the structures, the reason for companies (both private and public) to be offshore, could disappear. The other problem is ensuring that my knowledge and skill-set remain appropriate to the onshore market.

Unfortunately, the cost of attending courses in the UK is quite extortionate and many training providers do not find it financially viable to provide courses. This could become an increasing problem as ICSA (for example) introduces compulsory CPD – an issue for both employers and employees.

Bermuda

Louise Park, Managing Director, Citco (Bermuda) Limited

When did you move offshore and why?

In January 2007, I applied for a job with the London office and was offered a position in Cayman. In August 2009, I moved to Bermuda. It seemed like a good opportunity to live and work abroad, provided me with more opportunities for travel and a favourable lifestyle change – and I guess the tax free living appealed, too.

What are the key differences?

For me the big difference is working in professional services rather than in-house. One distinct benefit of this is that you become revenue generating, rather than being an overhead.

How has working offshore affected your career as a Chartered Secretary?

I have a much better understanding of many different aspects of the financial services industry, especially hedge funds, private equity and real estate funds, insurance, re-insurance and captive insurance. I’ve gained much greater exposure to many different types of companies and service providers, as well as an understanding of tax-efficient global structures.

Were you worried that moving offshore may damage your UK prospects?

I’ve tried to keep abreast of UK developments, but I realise I’d have to prove this at interview when moving back onshore. I never had listed experience, so that wasn’t a worry. I feel the fact I’ve worked both in-house and in professional services is a bonus as it opens up more opportunities going forward.

Dubai

Nicola Ellis- Leagas, Chartered Secretary, Walkers Corporate Services

When did you move offshore and why?

The opportunity to relocate to Dubai arose in December 2008. I decided at this time that it would be fantastic to make the move from both a personal and professional perspective.

What are the key differences?

The obvious difference is the regulatory environment. My role has enabled me to gain first hand exposure to the rules and regulations applicable to Cayman and British Virgin Islands (BVI) entities. Each jurisdiction has its own specific requirements with regard to filings and ongoing obligations that need to be fully appreciated.

What was the most difficult challenge you have faced?

In my current role, I service a Middle-Eastern client base, although I work within a Cayman and BVI regulatory environment. At times, this can present challenges as I operate in a different time zone and have a different working week to the Registrar of Companies in these jurisdictions. However, we have a large team in both our Cayman and BVI office that is able to assist with the filing obligations – so we are able to work around any challenges that this presents.

Madeleine Cordes is Senior Manager at Capita Company Secretarial Services and can be contacted at madeleine.cordes@capita.co.uk.

'This article was first published in the January 2011 edition of ICSA Focus magazine’

Join Now

  • Gain access to investors
  • Benefit from our campaigns on key policy issues
  • Receive discounts on best practice guides
  • Connect with other members of the sector at our events
  • Stay ahead of the issues with up-to-date news and information
Join now

Newsround

Newsround is the QCA's monthly newsletter produced for the small and mid-cap community.

Sign up

Annual Dinner 2020

Thursday, 24th September 2020

Corporate Governance Workshop

Thursday, 23rd January 2020

Fund Manager Programme 2020