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Trustee meetings (The following are examples of the types of matters that…
Trustee meetings
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Would usually include
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An individual may be present in their own right or may be representing a corporate trustee or a member of a corporate trustee's trust administration committee
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Meeting agenda
It is not the usual practice for TSPs to prepare formal agendas before holding a trustee meeting in an offshore jurisdiction as the TSP is usually represented by employees of the TSP who meet on a regular basis and who can meet at short notice whenever required
A formal agenda will be required if the attendees are all provided by the TSP or where there are external attendees, if the complexity and nature of the business to be discussed or if the business of the trust is of a private nature and / or where there are other investors
For meetings where a simple matter is discussed for a well known client, an agenda would not necessarily be of assistance or an efficient way to administer the assets
Administration committee
The board of directors of many regulated trust companies have established a trust administration committee that consists of senior members of staff (usually directors and senior management) and enable for example two individuals to act on its behalf of the TSP in respect of the activity of trusts which may include but not be limited to the following types of activity
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Appointment of bankers, investment advisers and other agents for trusts and settlements
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Appointment, removal and replacement of protectors
Appointment, lending or other dealings with or disposal of trust assets
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Fulfilment of the duties of shareholders, directors and other corporate officials
This avoids the problem of having to hold a full meeting of the TSP whenever it acts on behalf of or in relation to a trust under their management and administration
The trust laws in offshore jurisdictions require TSPs to keep accurate accounts and records of their trusteeship
TSPs usually keep records by way of minutes of their trustee meetings which record any decisions made by the trustee
TSPs may opt to prepare written or circular trustee resolutions instead of holding a trustee meeting. This reduces delays in the decision making process
The use of pro forma minutes has been common in offshore jurisdictions and the content of the minutes has in the past been kept fairly minimal with much of the discussion omitted from the minutes and only the decisions taken at the meeting recorded within the minutes.
In offshore jurisdictions, it has been the practice that administrators often prepare the draft minutes in advance of meeting (where the business of the meeting is not complex or high risk), in anticipating of the proceedings. At the end of the meeting, either the minutes would be signed or any changes required to the minutes would then be made
It is becoming increasingly important that the minutes reflect and record the fact that discussions are held and matters raised if professionals wish to rely on them them to demonstrate that they have discharged their fiduciary duty
The minutes usually record items that are of a particular note, discussion points, reference to particular documentation such as relevant agreements or documentation that has been presented to the meeting and they usually record decisions
Matters that may be discussed at a meeting of the TSP may relate to the creation of the trust and the expertise of the TSPs power necessary for the administration and maintenance of the trust assets
Trust legislation requires TSPs to act together. If the terms of the trust empower the TSPs to act by a majority, a TSP who dissents from a decision of the majority of the TSPs can usually require their dissent to be recorded in writing
I some TSPs, only the chairman will sign the minutes whereas in others the TSP may have a policy whereby two persons may sign the minutes whilst in others, all persons present will initial or sign the minutes of any meeting that they attend