Callidus Secretaries Limited is a sister company of Callidus Solutions Limited. Where Callidus acts as Company Secretary, we would generally do so through Callidus Secretaries Limited as this facilitates our interface with Companies House in the UK and its counterparts in overseas jurisdictions. Callidus Secretaries Limited will take over part or your entire portfolio of companies for whom your firm or individuals act as Company Secretary and transfer them to Callidus’ system which is a hosted web based version of Blueprint, the leading Company Secretarial Software. | Clients with groups of companies may wish to consider appointing Callidus as Company Secretary post 1 April 2008 in lieu of nominating an employee to fulfill the various functions previously undertaken by the Company Secretary. We offer a cost effective personal service supported by a dedicated team of professionals.
Callidus Secretaries Limited will take over part or your entire portfolio of companies for whom your firm or individuals act as Company Secretary and transfer them to Callidus’ system which is a hosted web based version of Blueprint, the leading Company Secretarial Software. Alternatively, where you use Blueprint already (or other system) we can administer this on your behalf. We can act as legal Company Secretary or just do the work in the background. This option is particularly attractive to small groups of companies in assisting them take advantage of the provision under the Companies Act 2006, not to have an individual as the named Company Secretary.
We can also provide authorised individuals within your firm with view or edit rights to our system. In addition we can provide support for your overseas offices either from London or from our associate company in Dubai
We work closely with your in house professionals supporting them by establishing appropriate vehicles as may be required to facilitate corporate transactions. This includes establishing legal entities with bespoke or standard articles, acting as the initial officers, preparation of transfer documentation, drafting of standard board minutes, arranging for notarisation and apostilles where required, document management, organizing signing round-robins and associated transactions.
We also offer a full Company Secretarial support package to Private Companies, Public Companies and Partnerships.
This includes but is not limited to:
In certain circumstances we can act as UK corporate director for Clients who require legitimate confidentiality protection or who require their UK company to be tax resident in the UK. We can also provide access to natural persons to act as Non Executive Directors. Fees vary according to exactly what is undertaken and in what capacity.
Subject to Money Laundering Regulations.
We will arrange to monitor the Companies House Register in England, Wales and Scotland on your behalf for similar names or similar sounding names and relevant acronyms, variants and abbreviations. We report monthly and provide advice on next steps and the details of how we can assist in any follow up action available.
All regulated entities have to submit periodic regulatory returns to the FCA. This service is targeted at intermediaries including Lloyd’s Managing Agents which are required to submit periodic Retail Mediation Activity Returns (RMAR) to the FCA. Our in-house specialists will work with you to review your financial reports from a regulatory perspective. We will provide support throughout the online reporting process or can take over the online reporting process for you if required.
We are experienced in managing Conduct Risk projects in the Lloyd’s Market and provide operational support, independent review and assurance to UK regulatory standards. This includes documentation review, drafting and training.
Our service to Clients is completely bespoke, focusing on regulatory requirements in different jurisdictions. Audiences range from complete company wide presentations for up to 200 staff or individual training sessions on specific issues.
The extent of any health check we undertake and the areas covered will depend on the size and type of firm (Broker, Intermediary, Managing Agent or Insurance Company), the time available, the purpose of the health check and budget. Accordingly, each health check will be tailored to individual Client's needs.
We can undertake the background checks including CCJ's and from the CRB on prospective Approved Persons to enable Clients to meet their PRA/FCA requirements. We can also undertake identity checks on customers to enable Clients to meet their KYC obligations.
We are experts in undertaking new and "change in control" applications to the UK Prudential Regulation Authority, Financial Conduct Authority and Lloyd’s. Our experience covers establishing branches, insurance companies, Lloyd’s managing agents, Lloyd’s brokers, underwriting agents and other intermediaries together with the associated applications to the Information Commissioner, Consumer Credit Licencing and Passporting.
Whether it be setting up a new business or obtaining a trading license, we manage the project from concept, through the application and implementation. Quality and consistency are ensured and costs are minimised by Callidus preparing the application on your behalf in the UK. We organise any required translations and notorisations and engage with a selected local service providers (usually legal counsel) to finalise the submission and deal with any administrative queries that may arise.
We are able to overview AR arrangements for networks from initial compliance briefing, through provision of compliance advice and procedures manuals using our internet based service, callidusconsultonline.com to annual review and regulatory reporting.
We are able to provide a cost effective (generally less than the FOS referral fee) independent complaints management service which is particularly suitable for small to medium sized firms which do not have the luxury to be able to appoint an independent investigator or the available resources. Should the complaint be escalated we can assist with its resolution.
A service available to brokers and other intermediaries that have one or more UK “legacy” entities within their group and wish to bring their activities to a conclusion as quickly as possible, with a view to having them struck off at Companies House.
To qualify for this service, the entity must have no or minimal transactional claims or IBA legacy work remaining and be ostensibly solvent.
We offer a tailored Terms of Business Agreement service - from merely maintaining the various registers to preparation of application packs for consideration by your security committee.
This service is ideally suited to Insurers and Intermediaries operating in the London Market, but it can also be applied to regional and overseas operations if required. We have developed our own platform for this service and currently manage over 4,000 TOBA’s for a variety of Clients.
Callidus provides technical assistance in support of the Compliance Function either on specific projects or on a resource basis. This service is equally attractive to firms where Compliance is not the main responsibility of the person responsible for oversight or where there is existing resource which requires assistance ad-hoc or on a routine basis. Firms are effectively able to outsource a significant amount of their Compliance burden to Callidus, safe in the knowledge that it will be undertaken by professionals that are totally focused on fulfilling Clients' requirements. Where Clients choose this option, we undertake regular reporting and prepare a quarterly Compliance report on activities undertaken, regulatory developments and recommendations for the coming quarter.
We are the recognised specialists in this niche area from a Lloyd's Broker, Intermediary, Corporate Member and Managing Agent perspectives. As this is a highly complex area, with potentially significant set up costs and involved application procedures, we recommend a confidential, without obligation discussion at an early stage.
This specialist service is particularly suitable for groups of companies which have consolidated over the years and find themselves with a number of Lloyd’s corporate members to manage. Where these have ceased underwriting, we would work with Lloyd’s to cleanse the books on a contingency fee basis; where they are active we can provide the full range of non advisory corporate services to Clients which can be particularly attractive to overseas Clients.
We can provide a nominee based in the UK or offshore to hold shares in a company on behalf of a beneficial owner who is seeking confidentiality in relation to his shareholding.
Subject to Money Laundering Regulations.
We offer a comprehensive regulatory due diligence review service of prospective business partners, target acquisitions, welcome suitors or unwelcome acquirers.
We offer a full sanction checking service for smaller enterprises or operational support for larger ones.
We can prepare your Consumer Credit applications to the FCA.
We can prepare your applications to the Information Commissioner.
We recognize that Corporate Actions in a regulated environment can put great strain on Senior Management, particularly the Company Secretary, Finance Director and Compliance Officer. In addition, they can very often bring firms into areas where they have little or no experience or where existing resources are already stretched.
Callidus works alongside Senior Management and their Professional Advisers, taking the strain of existing workloads or acting as a Project Manager on transactions. We are able to bring to bear all our experience in the Company Secretarial and Compliance areas to ensure that transactions happen smoothly, efficiently and on time.
Included in our TOBA management service offered to Insurers and Cover holders, we offer a cost effective weekly reporting service.
Our Broker Watch report provides details of all statutory transactions notified to Companies House by intermediaries in the previous week. Where accounts have been lodged these are also provided immediately they are available to Clients, or more usually their Security Committee, to enable a timely review of financials.
An extended service is available whereby we provide a financial overview where required or proprietary analysis. Broker Watch is an integral part of our TOBA Management Service.
To facilitate the transition to a compliant regime of Corporate Governance we can assist with the following:
Corporate Governance is now as important to private companies, even if part of a bigger group, as it is for listed companies. This is particularly the case for companies that are regulated in some way. Callidus works alongside Senior Management, particularly the Company Secretary, Compliance/Risk Officer and Finance Director to ensure that the firm meets the relevant standards whether they be listed or merely regulated.
Our involvement typically commences with a review of the state of Corporate Governance within the firm, from which we produce the Callidus Corporate Governance Overview which tests the firm against established benchmarks such as the Listing Rules, the PRA and FCA handbooks, Lloyd’s Minimum Standard’s etc. The exact context and content will vary from firm to firm dependent upon jurisdiction, its peer group and applicable rule sets to which the firm is subject to.
We undertake Board Evaluations to meet UK and international best practice standards. This is generally achieved through a combination of desk top review, interview and established software resources which is ideal for international boards. The use of software enables greater objectivity to be achieved and a common set of reference benchmarks to be established and adopted. This aspect is of particular relevance to international groups seeking to test overall compliance standards within its overseas operating subsidiaries.
Our approach is tailored specifically towards insurance entities, whether they are subject to the Combined Code be listed in the UK or large privately owned operations. Significantly, our approach encompasses specific requirements of Lloyd's and the PRA and FCA handbooks outside of the Listing Rules and is particularly suited to UK branches or subsidiaries of overseas insurance groups where additional comfort in relation to compliance with Sarbanes Oxley is required or even as part of an internal audit program.
The service is completely scaleable and comprises a core service and a number of "menu" options such as Terms of Reference drafting and preparation of a governance procedures manual which will become increasingly important to demonstrate compliance as the PRA and FCA handbooks transitions to Principles based regulation. Comprehensive reporting is supplemented by a formal report from one of our Senior Consultants. This would also facilitate drafting of the disclosure requirements under the Combined Code. Consistent with the requirements of the Combined Code, the review would encompass Non Executive Directors, Audit, Nomination and Remuneration Committees and PRA and FCA handbooks/Lloyd's Governance requirements.
Each Client has the low cost option of accessing a range of compliance resources through a bespoke and dedicated compliance portal.