Guernsey: Independent Oversight

Last Updated: 4 August 2010
Article by Anne Ewing

Most Read Contributor in Guernsey, September 2018

This article was originally published in Corporate INTL, July 2010

Dextra is a newly-formed and specialist powerhouse providing boards with independent reviews of corporate governance, compliance and regulatory matters, company secretarial and company administration services.

Anne Ewing, director of Dexion Capital (Guernsey) Limited, of which Dextra is a trading division, has identified a gap in the market for a compliance and corporate governance service to support company secretaries and their boards.

She said: "There is a demand for the new corporate support service in an evolving compliance and risk landscape where independent corporate governance oversight and validation is welcomed and valued by executive and non-executive directors.

"Corporate governance is not the sole domain of banks and other financial services businesses but equally extends to all corporate entities. Solid corporate governance is reliant on an efficient marketplace, commitment by operators, a sound board culture and, to an extent, legislation. Key elements in all these areas include trust, honesty, integrity, openness, responsibility and accountability."

Dextra has been established to offer regulatory compliance support and consultancy in areas such as remediation and gap analyses in recognition that enforcement and heightened supervision have come to the fore as global regulatory standards converge.

Regulators are no longer affording licensees levels of assistance and extended periods of remediation as in the past. The consequences of neglecting regulatory and statutory responsibilities, as a result of a lack of resources, compliance and governance skills, can affect corporate and personal reputations along with a loss of business and regulatory sanction.

Dextra takes a flexible approach and can deliver services through outsourcing or cosourcing, by augmenting a client's existing internal resources. With outsourcing, employers aim to shift discrete, straightforward transactional and administrative tasks to a third party service provider that is able to accomplish those tasks more efficiently and cost effectively. The goals of outsourcing are simple: Save money and gain efficiencies while maintaining service levels. Outsourcing does not work for everyone and the failure rate can be high resulting in regulatory sanction which can range from onerous reporting requirements through to taking the outsourced activity back in-house.

Mrs Ewing said: "We can alleviate some of the risk management of an outsourced service by providing regular and complete key performance indicator reporting, open dialogue and a constructive approach."

Co-sourcing differs in fundamental ways from outsourcing. The goal of co-sourcing is more ambitious; in that it is designed to create a more robust and efficient function within the organisation by partnering with a service provider such as Dextra to augment internal resources.

"Companies that form co-sourcing partnerships with us are able to rely on our expertise and resources as a supplement, complement, or temporary replacement for internal staff. Unlike outsourcing, which would simply move a task or process out of your organisation, co-sourcing brings in additional resources that can be applied in a flexible manner to support your service delivery. We enhance your performance with the transfer of knowledge and technical expertise," Mrs Ewing said.

Dextra can also provide additional, independent company secretarial support in an environment in which today's company secretary plays a central role in the governance and administration of a company's affairs, acting as a key adviser to the chairman and board.

The company secretary is generally regarded as a firm's governance champion, best qualified to assist the chairman in this area. They play a key role in the governance and administration of a company's affairs, formulating the policies, procedures and controls to evidence and test compliance.

Firms tap into the knowledge powerhouse of technical expertise in the company secretary, allowing them to undertake the role for which they are uniquely qualified.

Mrs Ewing said: "We work to provide corporate secretarial support services to busy company secretaries and to a range of in-house and third party closed ended investment companies. All are listed on various stock exchanges with a range of similar but differing obligations. The chairmen and directors of these companies appreciate the interactive and consultative approach we have developed with them to test and validate compliance with corporate governance standards.

"When taking on a new client our approach is to start from scratch by overlaying the code requirements against an agreed set of policies, procedures and controls that are designed to fit the firm are proportionate to its activities and meet in full any other obligations such as listing rules and financial services regulations.

"This logical approach requires expertise to create and implement. It also requires the ongoing care and control of those who truly understand what corporate governance is. It is not a role for shrinking violets with box-ticking mentalities."

For more information about Guernsey's finance industry please visit

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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