Solutions for your Corporate Management needs. Why Bermuda?

Solutions for your Corporate Management needs.
Cohort Limited was founded in 2012 by
investment professionals based in Bermuda
and provides management and corporate
solutions and services to international
businesses seeking to conduct operations
offshore, specifically from Bermuda.
Cohort has the flexibility and knowledge
required to support both established entities
and to accelerate the development of new
business operations through a dynamic
approach to services identified as strategically
best suited for the corporate and operational
needs of those businesses.
Cohort’s Principals have considerable experience of operating
international businesses and investment companies from within
Bermuda and an in-depth knowledge of the rules and regulations
within which international business, with operations or entities
based in Bermuda, function.
Why Bermuda?
Bermuda has a substantial business community that has developed over many years
and is regarded as a premier offshore jurisdiction within which to base a business
operating internationally. Bermuda enjoys a ‘best in class’ reputation that has been
earned as a result of its pro-business culture, the high caliber of its professional
service providers and its tax neutrality.
Bermuda has a dynamic financial services industry providing the full range of
products and services catering to international business. In essence, Bermuda’s
success is based on its stable operating environment, the quality of its workforce,
sensible but firm regulation to international standards and its progressive, flexible
and comprehensive legislation.
11 Brooklyn Lane, Hamilton HM 09, Bermuda
t: +1 (441) 295.2043
Bermuda is a pre-eminent offshore business and
financial services jurisdiction supported by quality
banking, legal, accounting, financial, trust and
management services operations.
Bermuda is a truly offshore financial center, with a first
class reputation. Located just seven hundred miles off
the US eastern seaboard and less than seven hours by
air from London, Bermuda is both geographically and
legislatively independent and neutral, making it an
ideal hub for international finance.
f: +1 (441) 295.2047
www.cohort.bm
Business Considerations
• Bermuda is a tax neutral jurisdiction;
• Bermuda is a leading offshore financial centre with no corporation
tax, income tax or withholding tax;
•
Bermuda has been placed in the lowest risk category in the most recent assessment by the U.S. State Department on vulnera bilities
and threats to the U.S. national security and the stability of the
global financial system, posed by money laundering and terrorist
financing (March 2009);
• Bermuda’s legal system is based on English Common Law with a
right of final appeal to the Privy Council;
• Bermuda is OECD white-listed and the OECD has confirmed that
Bermuda has “all elements in place” in its legal and regulatory
infrastructure to achieve international tax transparency standards;
• Bermuda is in the top 3 reinsurance centers along with London
and New York and one of the largest captive insurance domiciles;
•
The Bermuda Stock Exchange (BSX), established in 1971, is the
world’s largest fully electronic offshore securities market, and is
a full member of the World Federation of Exchanges. The US
Securities Exchange Commission recognises the BSX as
a ‘Designated Offshore Securities Exchange’ (DOSM) and the
UK Financial Services Authority (FSA) recognises the BSX as a
‘Designated Investment Exchange’ (DIE).
Corporate Services
Cohort is able to provide the full range of corporate and administrative services to companies and partnerships
established in Bermuda and to work with the client and/or its advisers in connection with the creation of the most
appropriate vehicle and structures through which to transact its chosen business.
Cohort is able to provide on-going corporate secretarial assistance and support including the following:
• Provision of registered office;
• Acting as share registrar and transfer agent; and
• Provision of Bermuda resident Directors and Officers;
• Establishing and maintaining the register of directors and officers,
the register of shareholders, the company’s minute book and
other statutory records.
• Provision of Resident representative and Company Secretary;
• Convening statutory and other meetings;
• Preparation and filing of statutory returns and notices;
For those entities that require a greater degree of day to day
management and control conducted from within Bermuda, Cohort
provides a range of Corporate Management services that can be
tailored to fit the individual needs of clients.
• Preparing share transfers, share certificates, proxies, declarations
of trust and other miscellaneous documents as may be required
from time to time;
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Corporate Management
Cohort’s Principals have substantial experience of the operation of multi jurisdictional business groups and the impact
that transfer pricing and cross-border taxation considerations may have to the conduct of business internationally.
Cohort is able to work directly with the client and its advisers to provide ‘mind, management and control’ in and
from within Bermuda with a view to seeking the tax efficient operation of offshore group entities.
The scope of Corporate Management Services available depends
upon the individual needs of particular clients but is typically
designed to support decision making offshore and the associated
mind, management and control from within Bermuda (essential
to support Transfer Pricing and other considerations applicable
to international business).
Cohort works closely with clients to understand fully the nature of
their business and seeks to identify the high value functions that
could be efficiently performed from within Bermuda. The legal
and accounting backgrounds of Cohort’s Principals permit the full
participation in all aspects of a company’s business, seeking to
Fund Advisory
Cohort’s Principals have significant experience in the
establishment, operation and re-structuring of
investment vehicles including hedge funds and
private equity companies.
Bermuda offers a first class jurisdiction within which to base both
investment management companies and investment funds. Cohort
provides the following range of services with respect to the
establishment and operation of investment funds:
define and add value based functions from Bermuda that are
• Analysing Investment Fund concepts and providing discreet
demonstrably performed offshore by and for the benefit of the
structuring advice relating to the type of vehicle most suitable
relevant corporate entity. These include:
to deploy the investment strategy;
• Participating in the development of sales and marketing strategies
• Preparation, monitoring and reporting of corporate policies
and procedures;
• Preparation, monitoring and reporting of board and board
committee codes of conduct or other corporate management
regulations;
• Evaluating prospective investments or business opportunities
through corporate and financial due diligence;
• Procuring employees for the relevant company;
• Planning exit strategies and dealing with mergers, acquisitions
and divestitures;
• Provision of Directors and Officers;
• Design, management and operation of comprehensive
Accounting and Administration Services;
• Management of the audit process and operational
responsibilities for monthly/quarterly financial reporting
within the client group, including the provision of agreed
management information; and
specific to hedge funds including facilitating the listing of such
funds with third party performance review providers;
• Facilitating introductions to Bermuda Law firms, administrators
and auditors;
• Planning exit strategies/fund reorganizations, mergers and
consolidations;
• Reviewing corporate due diligence documentation relating to
investments made or to be made;
• Analysis and preparation of appropriate hedge fund valuation policies;
• Analysis, advice and preparation of fund Corporate Governance policies and procedures;
• Advice and assistance with respect to the preparation, monitoring
and review of appropriate AML/KYC policies and procedures; and
• Advice and assistance with respect to the development of systems
and procedures for the effective monitoring and control by fund
boards; and
• Advice and assistance with respect to compliance with standards
• Managing the day to day affairs of the company, including,
for operations promulgated by The Hedge Fund Standards Board
if required and authorised, banking and handling
(voluntary standards for the maintenance of good hedge fund
correspondence, faxes and telephone calls.
operations and management).
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Accounting and Administration
Cohort is able to offer tailored and specific accounting and general
administrative services to clients ranging from investment holding
entities through to fully operating entities (including private equity
vehicles) and fund management companies.
Services include:
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Designing and implementing accounting systems specific to the needs of clients;
Maintaining accurate, timely and complete accounting records;
Preparing budgets, variance analysis, forecast and periodic statements of cash
movements, assets and liabilities and other financial schedules;
Preparing audit schedules and representing the client during the audit
process; and
Managing and maintaining bank accounts.
Director and Officer Services
Good and effective corporate governance has become increasingly important together with requirements for
independent oversight and considered and actual decision making within both investment funds and companies
operating offshore. Cohort offers a discreet and tailored approach to the corporate governance needs of individual
clients and provides qualified and experienced Bermuda resident individuals as Directors and Officers, when
appropriate to do so.
The provision by Cohort of Directors and Officers is ancillary to and complimented by its Corporate Services, Corporate Management and Fund
Advisory capabilities.
The provision of Directors will include:
• Attendance at board meetings in person or by conference call
• Review of proposed changes to statutory documentation,
as and when required
including the company’s memorandum and articles of
• Proactive approach to the conduct of board meetings and the
appropriate adoption of policies and procedures dealing with
governance issues;
• Review of any material contractual arrangements to be entered
association, prior to the company adopting such changes;
• For investment funds, reviewing and providing input at the
drafting stage of the offering document, marketing material,
fact sheets and due diligence documentation.
into by the company;
• Review, comment and approval of the company’s financial
statements;
The provision of Directors and Officers will be made following a full assessment of the relevant company and its corporate requirements. Cohort will
impose capacity constraints based upon the number and nature of directorships seeking to ensure sufficient time and attention is available and
committed to each appointment.
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Listing Services
Cohort is a Trading Member of the Bermuda Stock Exchange (“BSX”). As a BSX Trading Member, Cohort has the ability
to sponsor applications for new listings on the BSX for a variety of securities including investment funds, insurance
linked securities, other fixed income securities, depository receipts, as well as full board equity listings.
The Bermuda Stock Exchange
The BSX was established in 1971 and is a leading international exchange for the listing of investment funds, alternative
investment vehicles, early stage pre-IPO entities, specialized insurance (ILS) products and debt securities.
The BSX supports not only a domestic market but also provides the infrastructure for international business to enjoy
the benefits associated with a listing on the BSX. As an offshore exchange, the BSX is not bound by either the European
Union Listing Directives or the US SEC’s regulations but does apply international standards, has a significant history
and first class reputation as evidenced by extensive recognitions from both UK and international authorities and
organisations including “recognised stock exchange” status from the UK HM Revenue & Customs making qualifying
debt securities eligible for the quoted eurobond exemption.
The BSX has developed to service a wide range of business interests for which a listing adds value and credibility.
This development has been achieved as a result of Bermuda’s well established securities regulatory infrastructure
and the ‘light but effective’ regime implemented by the BSX. This development has been managed to ensure that
the BSX’s reputation as a premier offshore Exchange remains intact and recognized as such internationally. The
general principles of the Listing Regulations seek to ensure that applicants are suitable for listing and investors
have and can maintain confidence in the market.
An example of the BSX’s innovative and flexible approach is the ‘Mezzanine Market’ designed specifically for pre-IPO
early stage, high growth potential companies. The BSX Mezzanine Market offers development stage companies the
opportunity to list on a recognized international stock exchange without having to commit to a full IPO.
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BSX Advantages
Bermuda is a tax neutral jurisdiction, one of the world’s
premier reinsurance centres and plays host to a
comprehensive and dynamic offshore financial services
industry. The BSX, as a full member of the World Federation
of Exchanges, complements and enhances Bermuda’s
international reputation.
The BSX operates a comprehensive set of listing rules designed to provide
light but effective regulation alongside a pro-active and timely approach to
the listing process which, in itself, is transparent and user friendly.
Some of the advantages of listing on the BSX include:
• a responsive, transparent and streamlined listing process;
• internationally recognized Stock Exchange;
• a pragmatic approach to disclosure requirements whilst maintaining
internationally recognized standards;
• Outside the European Union thereby not subject to European
Union listing directives;
• Competitive pricing structure; and
• Enhancing an issuer’s visibility.
BSX Recognition
The BSX has operated for over 40 years and its
reputation and pedigree is recognized worldwide.
This recognition and the BSX’s commitment to
meeting and exceeding international securities
market standards is evidenced:
• By the BSX’s full membership of the World Federation of Exchanges;
• The BSX’s recognition as a ‘Designated Investment Exchange’
by the UK’s Financial Services Authority;
• By the recognition of the Minister of Finance for Canada as
a designated exchange under the Income Tax Act (Canada);
• By the recognition of the US Securities Exchange Commission
as a ‘Designated Offshore Securities Exchange’;
• By the recognition of the London Stock Exchange as
a Registered Organisation;
• As an affiliate member of the IOSCO;
• As an approved Stock Exchange under Australia’s Foreign
Investment Funds (FIF) taxation rules; and
• By the recognition of the Bermuda Monetary Authority as a
Recognised Investment Exchange and an Approved
Stock Exchange.
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Principals
Tracy Packwood
Senior level executive with extensive finance, administration, accounting
and general management experience in the financial services industry.
Strong leadership qualities with respect to the design, implementation and
management of multi-jurisdictional accounting functions including the
assessment and implementation of improvements to accounting controls.
Significant experience in the management of the third party audit function
both with respect to operating companies and third party managed funds.
A strong background in operational management and senior participation
in all aspects of the structuring of investment funds and private client
arrangements. Experienced working within groups operating in multiple
jurisdictions and the resultant transfer pricing issues and considerations.
Strong qualifications in general management, business planning, systems
technology design and implementation and in staff development and
leadership. A motivated and results driven individual with effective leadership
qualities enabling the successful management of teams, motivation of staff
and the ability to work with numerous counterparties to achieve corporate
objectives. Highly regarded for organizational abilities, honesty, integrity
and high ethical standards.
Garth Lorimer Turner
A senior level executive comfortable working at Board or Chairman level
with wide ranging experience of operating businesses internationally, having
specific and technical knowledge and experience of the management and
operation of investment vehicles. A strong background in operational
management and corporate governance coupled with a legal background
enables involvement with all aspects of the structuring and negotiation of
arrangements surrounding new ventures and their on going management.
Experienced working within groups operating in multiple jurisdictions and
the issues and challenges faced, including approaches to transfer pricing
and mind, management and control considerations. An entrepreneurial
personality with a high quality corporate, strategic, governance and
development background. Strong inter-personal skills and proven ability
to work at Board level both with executive and non-executive directors.
A self-starter with the ability to handle a wide variety of work and to lead
and participate effectively in senior decisions using experience backed
judgment with a strong work ethic and a high level of business and
personal integrity.
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