CORPORATE GOVERNANCE BEST PRACTICES SERVICES
Meridian Fund Services' Corporate Governance Best Practices services will enable clients to establish and implement a corporate governance program that conforms to Best Practices in the industry as would be appropriate to each manager's unique circumstances. For this purpose, Meridian works in a collaborative manner with hedge fund managers and provides services that may include:
• Identification of aspects of a hedge fund's history and operations that do not meet the standards of Best Practices for corporate governance.
• Proposed solutions that are designed to remedy any corporate governance deficiencies.
• The design of a plan to implement any proposed solutions.
Meridian Fund Services' mission in this regard is to assist hedge fund managers to achieve the highest standards of corporate governance. In so doing, the objective of positioning hedge fund managers to retain and enhance credibility with investors, regulators, and the media can more easily be met. Meridian Fund Services' Corporate Governance Best Practices services will include (but is not limited to) the following key features:
• The establishment of periodic board meetings, where at least one meeting will be conducted with all directors physically present.
• The preparation and/or coordination of material necessary for each board meeting in the form of a board package containing reports from the manager, Meridian as administrator, and other key third-party service providers to a fund.
• The distribution of board packages to all parties attending a board meeting. Meridian expects that attendees would include all directors, select representatives from the manager, and, where necessary, representatives from a fund's key service providers. In line with Best Practices, a board ideally will have a majority of directors who are independent from the manager.
• The organization and establishment of "advisory boards" for U.S.-based funds and other funds not organized in corporate form. An advisory board will function in the same manner as a corporate board for an offshore fund.