UCL Faculty of Laws


Online | Investment Fund Governance, Independent Fund Directors and Investor Protection

12 October 2021, 5:00 pm–7:00 pm

Image of stacks of coins

This virtual event has been co-organised by UCL Centre for Ethics and Law and Institute of Directors Centre for Corporate Governance

Event Information

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UCL Laws

About this event

The UCL Centre for Ethics and Law, in partnership with the Institute of Directors Centre for Corporate Governance, is hosting a discussion workshop on the future of investment fund governance, highlighting the role of independent fund directors on fund boards.

A minimum number of independent fund directors was required to be appointed to mutual fund boards from 2019, principally to monitor fund boards’ assessment that value for money is secured for investors in the fund. Although this monitoring institution was newly introduced in the UK’s financial regulation framework, a similar institution has been in operation in the US since the 1940s. The Financial Conduct Authority carried out a survey of the efficacy of fund boards’ ‘value for money’ assessment and the role of independent directors earlier this year and found many areas in need of improvement. This discussion workshop critically discusses the expectations for independent fund directors as an institution of fund governance in order to meet regulatory objectives that intend to secure investors’ welfare.

The workshop is chaired by Dr Roger Barker, Director of Policy and Governance, Institute of Directors. The Panel of speakers includes Dechert LLP Partner Richard Frase and National Partner Mark Dillon, who will provide observations and practical examples in relation to the challenges to fund governance and compliance, Professor Blanaid Clarke, Trinity College Dublin, who will focus on the Irish experience with independent fund directors and Professor Iris H-Y Chiu, University College London, who will present a paper on comparative insights from the US regime and lessons for the UK, jointly authored with Dr Roger Barker.

Watch the video directly on our YouTube Channel or view it below

About the Chair and speakers

Roger M Barker (Chair)
Roger is Director of Policy and Corporate Governance at the Institute of Directors (UK). He is Honorary Associate at the Centre for Ethics and Law at University College London and a visiting lecturer at numerous academic institutions, including Saïd Business School, Cass Business School, Tokyo University and Seoul National University. He is the holder of a doctorate from Oxford University and the author of numerous books and articles on corporate governance and board effectiveness, including: ‘Corporate Governance and Investment Management: The Promises and Limitations of the New Financial Economy’ (with Iris Chiu, Edward Elgar, 2017), ‘The Effective Board: Building Individual and Board Success’ (Kogan Page, 2010), and ‘Corporate Governance, Competition, and Political Parties: Explaining Corporate Governance Change in Europe’ (Oxford University Press, 2010). A former investment banker, Roger spent almost 15 years in a variety of equity research and senior management roles at UBS and Bank Vontobel, both in the UK and Switzerland.

Dechert LLP
Richard Frase, Partner

Richard Frase, a partner at Dechert LLP, advises on all aspects of financial services law. He has extensive experience of the legal and regulatory aspects of the UK financial services industry, gained in private practice, in-house and with the regulators, covering both wholesale and retail markets and including regulation and compliance, derivatives and trading documentations. Mr. Frase was head of litigation at the Personal Investment Authority (later the Financial Services Authority and now the Financial Conduct Authority) from 1995-1998, where he dealt with a range of compliance and enforcement matters involving life companies and financial advisers. He was seconded to the Securities and Futures Authority during 1989-1991, where he advised on policy and legal matters, and carried out extensive work on the conduct of business rules. He was a member of the London Metal Exchange and SFA arbitration panels for 10 years, sitting as an arbitrator in more than 30 arbitrations.
Mark Dillon, National Partner
Mark Dillon focuses his practice on the establishment, authorisation and operation of Irish-regulated management companies, investment firms and investment funds, including all forms of Irish-regulated UCITS, alternative investment funds, and private equity funds. Mr. Dillon advises clients on international funds in jurisdictions across the North America, Asia and Europe, providing bespoke investment strategies and regulatory compliance guidance, and more recently has been advising clients on Brexit strategy. Mr. Dillon also has knowledge of insider dealing, licensing, retail, listing, and private placement requirements in multiple jurisdictions, with an emphasis on Hong Kong.

Blanaid Clarke
Blanaid holds the McCann FitzGerald Chair in Corporate Law at Trinity College Dublin. Her research interests include: company law; corporate governance; ethics; financial services law; securities law; and takeover law and she has published extensively in these areas.
She is the Irish representative on the OECD Corporate Governance Committee and a member of the European Securities and Markets Authority's Takeover Bids Network. She is Deputy Chairman of the Irish Banking Culture Board and works with the Irish Takeover Panel. She is a Vice President of the Academic Board of the European Banking Institute and serves on the Society of Actuaries' Professional Affairs Committee. She is a member of: the European Model Company Act Group; the University of Oslo's Sustainable Companies project; and the European Corporate Governance Institute. Previously, she was also a member of: the Irish Central Bank Commission (2010-2018); the European Securities and Markets Authority's Securities and Markets Stakeholder Group (2018-2020); the European Commission's Informal Expert Group on Company Law (2014-2018); and the Reflection Group on the Future of EU Company Law (2010-2011).

Margaret Cullen
Dr Margaret Cullen is a specialist in the areas of corporate and investment fund governance. Margaret holds a PhD in governance from University College Dublin. Margaret worked for 12 years in the financial services industry. She has held senior positions at ABN AMRO International Financial Services Company, the Central Bank of Ireland, JP Morgan Bank Ireland plc and RBC Dexia Investor Services Ireland Limited where she gained significant experience in the areas of treasury management, investment fund regulation, compliance and risk management. Following completion of her doctoral research Margaret joined the Institute of Banking (IoB) as Director of Executive Education. Margaret taught investment fund governance on the programme for 8 years up to April 2020. She has co-authored several thought leadership publications on investment fund governance including Investment Fund Governance: Developing a Risk Based Oversight Framework (published by Deloitte) in 2015 and the Investment Fund Governance Toolkit in 2019. Margaret has been an assistant professor at the UCD Smurfit Business School for 13 years lecturing on the Professional Diploma in Corporate Governance in the subject areas of executive remuneration and behavioural aspects of boards and, since 2018, on the MSc in Accounting and Financial Management in the subject areas of Corporate Governance and Business Ethics. She is currently Co-Academic Director of the IoB’s CBD Programme on an associate basis and lectures bank governance on the programme. Margaret serves as a non-executive director on the boards of several financial services organisations. She has extensive board and board committee experience. She is a member of the Advisory Committee of the Fund Boards Council in the UK. She is also a Board Assessor with the Institute of Directors in Ireland.

Iris H-Y Chiu
Iris is Professor of Corporate Law and Financial Regulation at University College London. She is Director of the UCL Centre of Ethics and Law and advances the public and stakeholder engagement of the Centre’s agenda in relation to a wide range of issues in relation to law, regulation, governance and ethics in business and finance. She has published extensively in the areas of corporate governance and financial regulation, including The Foundations and Anatomy of Shareholder Activism (2010), The Legal Framework for Internal Control in Banks and Financial Institutions (2015), Investment Management and Corporate Governance (2017), Banking Law and Regulation (2019), The Law and Governance of Decentralised Business Models (2020) and Regulating the Crypto-Economy (2021). She is a Research Fellow of the European Corporate Governance Institute, and a member of its Editorial Board. She has also been appointed as Senior Scholar at the European Central Bank’s Legal Research Programme (2020).