Governance
Corporate Governance
Board of Directors
The Board of Directors of Fortress Fund Managers Limited is committed to exercising corporate governance practices that enhance all stakeholders’ value and promote the long-term growth and financial viability of the Company. The Company adheres to all legal and regulatory requirements, guidelines and recommendations applicable to it as outlined by the requisite regulatory bodies in Barbados and the Cayman Islands.
Key responsibilities
The Board’s key responsibilities which its exercises through decision making and oversight are strategic planning, risk management, succession planning, shareholder communications and public disclosures, corporate governance, legal and regulatory compliance and performance evaluations.
Duties
The Board determines its own organisation and has Audit & Risk and Corporate Governance & Nomination Committees to assist it in fulfilling its duties.
Board of Directors and
Company Secretary
The Board is comprised of knowledgeable and experienced directors. The maximum number of Directors permitted by the Company’s By-Laws is ten with a minimum of two. The Board currently consists of seven members; five of whom are independent; and one non-executive and one executive director.
The following outlines the biographical detail and experience of the Directors.
Roger Cave
Non-Executive Chairman
Roger Cave, CFA is the Founder and Non-Executive Chairman of Fortress Fund Managers which manages Fortress Mutual Fund Limited (the “Growth Fund”), Fortress Caribbean High Interest Fund, Fortress Caribbean Pension Fund, Global Funds SPC Inc. and Fortress World Funds Limited SCC.
He is also a Director of Cave Shepherd & Co. Limited and its Chief Executive Officer effective 1st June, 2023. He also serves as a Director on several of Cave Shepherd’s subsidiaries and associate companies. He currently serves as an Independent Director of the Barbados Private Sector Association and is a member of the Executive Committee of the CARICOM Private Sector Organisation. He is also Director of the Fairfax Group of Companies.
Mr. Cave is a graduate of Bishop’s University, Canada where he obtained a BBA. He is a CFA charter holder as well as a Chartered Accountant. He is a fellow of the Institute of Chartered Accountants of Barbados (ICAB).
Ruth HenryIndependent Director
Ruth Henry is an Independent Director of Fortress Fund Managers Limited and was appointed to the Board in 2021.
Ms. Henry is admitted to practice as an Attorney-at-Law in Barbados and is currently a Partner with Chancery Chambers. She has worked extensively in corporate and property law including advising local, regional and international clients in corporate structuring, regulatory issues, and large commercial transactions.
She is a member of the Society of Trust and Estate Practitioners. She holds a Master of Law in International Banking and Finance Law from University College London and a Bachelor of Laws from the University of the West Indies, Cave Hill.
Greg McConnieIndependent Director
Greg McConnie is an Independent Director of Fortress Fund Managers Limited. He was appointed to the Board in 2021.
Mr. McConnie has over 30 years of experience in the financial services industry. He is the President and Chief Executive Officer of Brookfield International Holdings Inc. In addition, he has also served for seven years as a Director of BIBA – The Association for Global Business, where he was at times a President, 2nd and 1st Vice-President.
A graduate of the University of the West Indies, Mr. McConnie is a Fellow of both the Association of Chartered Certified Accountants and the Institute of Chartered Accountants of Barbados. He also holds the Associate in Reinsurance (ARe) designation from The Institutes.
Maria Nicholls
Independent Director
Maria Nicholls is an Independent Director of Fortress Fund Managers Limited.
She is currently the Chief Financial Officer of London Life and Casualty (Barbados) Corporation, a composite reinsurer that writes life, annuity, mortgage and property and casualty reinsurance business. Ms. Nicholls is a Chartered Accountant with over 25 years of experience in auditing, accounting, financial and general management. She qualified as a Chartered Accountant in 1994 and is a graduate of the University of Windsor in Ontario, Canada with a Bachelor of Commerce (Accounting) degree.
Tracey Shuffler
Independent Director
Tracey Shuffler is an Independent Director of Fortress Fund Managers Limited. She was appointed to the Board in 2020 and is a former president of the Barbados Chamber of Commerce and Industry.
Currently she is the Chief Executive Officer of Aventa Barbados, formerly Collins Limited, a premier distributor of consumer and pharmaceutical products. Ms. Shuffler has over 25 years of experience in executive leadership across several industries including food and beverage marketing, tourism related services and support, and FMCG distribution. She has a Bachelor of Commerce degree from McGill University and an MBA in International Business & Finance from Concordia University both in Quebec, Canada.
Non-Executive Director
John Williams is a Non-Executive Director of Fortress Fund Managers Limited and was appointed to the Board in 2007. He previously served as Non-Executive Chairman of the Board.
Mr. Williams was the Chief Executive Officer of Cave Shepherd & Co. Limited from 2006 until his retirement in 2023. He has over 30 years’ experience in senior management positions in both services and manufacturing. He serves as Chairman of Goddard Enterprises Limited (GEL) and SigniaGlobe Financial Group Inc and is also a director on the Boards of DGM Financial Group and Bridgetown Cruise Terminal Inc.
In 2011, he was appointed Chairman of the Barbados Private Sector Association, a position he held until January, 2014. Previously, he served as President of the Barbados Chamber of Commerce and Industry and Deputy President of the Institute of Chartered Accountants of Barbados.
Mr. Williams holds a BSc. in Mathematics from Manchester University, UK. He is a fellow of the Institute of Chartered Accountants of England and Wales (FCA) and the Institute of Chartered Accountants of Barbados (ICAB).
Hanna Chrysostom
Company Secretary
Hanna Chrysostom was appointed Company Secretary to Fortress Fund Managers and its funds in 2013. She is currently the Group Corporate Secretary/Legal Counsel for Cave Shepherd & Co. Limited
She is responsible for ensuring the integrity of Fortress’ governance framework and as In-House Counsel, she also offers legal and regulatory advice on matters and conducts legal research for the benefit of the Company.
Ms. Chrysostom is admitted to practice as an Attorney-at-Law in Barbados and Trinidad & Tobago. She has had a diverse legal career with over 20 years of experience in corporate and commercial law, and litigation. She has worked in private practice and as in-house counsel for a major international telecommunications company. Ms. Chrysostom holds a Master of Business Administration from the University of Durham, UK.
Board Committees
The Audit & Risk and Corporate Governance & Nomination Committees play an integral part in the governance process of the Company in that they assist the Board with the proper discharge of its functions by providing an opportunity for more in-depth discussions. The Committees are required to regularly report back to the Board on findings, assessments, and recommended courses of action.
Audit & Risk Committee
The majority of the members of the Audit & Risk Committee are independent directors. An independent director is an individual who meets the independence requirements of the Company’s Corporate Governance Policy. The members are financially literate with a sound understanding of accounting principles and possess experience in analysing and evaluating financial statements.
The Audit & Risk Committee assists the Board in overseeing the external audit process and managing all aspects of the relationship with the external auditors. It provides a direct channel of communication between the auditors and the Board and assists the Board in ensuring that the audit is conducted in a thorough, objective and cost-effective manner. The Committee also reviews interim and audited financial statements and oversees the internal audit function, reviewing the internal auditor’s assessment of the adequacy and effectiveness of the Company’s internal controls, legal and regulatory compliance and risk management.
Members of the Audit and Risk Committee:
- Maria Nicholls, Chairperson
- Greg McConnie
Corporate Governance & Nomination Committee
The members of the Corporate Governance & Nomination Committee are independent directors. An independent director is an individual who meets the independence requirements of the Company’s Corporate Governance Policy.
The Corporate Governance & Nomination Committee develops and recommends to the Board policies and procedures to establish and maintain good corporate governance practices. The Committee is also responsible for reviewing and advising the Board on the nomination and appointment of directors and assists the Board in creating a culture of honesty, integrity, transparency and accountability.
Members of the Corporate Governance and Nomination Committee:
- Tracey Shuffler, Chairperson
- Ruth Henry
- John Williams
Oversight and Regulation
Fortress Fund Managers Limited is registered with and regulated by the Financial Services Commission of Barbados. The funds may also be subject to regulation by authorities in which they are domiciled and/or sold. Fortress Fund Managers Limited, its affiliates, and the funds are subject to regular internal audits and annual external audits of financial statements and key processes and controls. Audited financial statements of the funds are available to investors.
