Coleman D. Ross
Independent Director Service
An overwhelming majority of investors are prepared to pay a premium for companies exhibiting high corporate governance standards....
— McKinsey Global Investor Survey
My 34 years in public accounting and my almost four years as a public-company chief financial officer have prepared me for my current role as an independent director. I worked with boards of directors and audit committees, including many for SEC-registered companies, almost from the beginning of my public accounting career. As CFO, I also worked with the boards and audit and finance committees of both The Phoenix Companies and Trenwick Group.
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Based
on my over forty years of experience and the broad spectrum of board
practices that I’ve observed, I feel service as an independent director
is the best utilization of my expertise and talents. Today, boards
of directors need financially
literate audit committee members (as required by New York Stock Exchange)
and Audit Committee Financial
Experts (as defined by the Securities and Exchange Commission). Consequently,
people with my depth and breadth of experience, together with my sense
of ethics, provide comfort to those board members whose expertise
is in areas other than audit and finance.
To be considered for board membership, individual directors should possess all of the following personal characteristics: integrity and accountability, informed judgment, financial literacy, mature confidence, [and] high performance standards….
[T]he board as a whole should possess all of the following core competencies, with each candidate contributing knowledge, experience, and skills in at least one domain: accounting and finance, business judgment, management, crisis response, industry knowledge, international markets, leadership, [and] strategy/vision.
— Report of the NACD Blue Ribbon Commission on Director Professionalism
Bermuda's Astwood Park Beach
photo from Wikipedia/Bermuda Ministry of Tourism & Transport
Syncora Holdings Ltd. (NYSE: SCA) is a Hamilton, Bermuda-based holding company whose principal subsidiary provides credit enhancement and protection products to the public finance and structured finance markets throughout the United States and internationally. Formerly Security Capital Assurance, the company’s insurance subsidiary issued financial guarantee insurance policies and credit default swaps, as well as reinsurance of financial guarantee insurance and credit default products written by other insurers. Syncora Holding’s principal subsidiary is Syncora Guarantee, Inc., a New York-based monoline financial guarantee insurer.
Security Capital Assurance officers and directors ringing the October 17, 2006
New York Stock Exchange opening bell in celebration of the company’s
August 2, 2006 initial public offering and listing on the exchange.
I joined Syncora Holdings’ board of directors concurrent with its August 4, 2006 initial public offering and listing on the New York Stock Exchange. I chair the company's audit committee (where I am an Audit Committee Financial Expert) and also serve on its nominating and governance committee. In addition, I am on the board of directors of its principal subsidiary.
New Orleans' Bourbon Street
photo from Wikipedia
Pan-American Life is a leading international insurance company. Founded in 1911 and based in New Orleans, Louisiana, Pan-American Life provides life and health insurance, worksite benefits and financial planning products in 43 states, the District of Columbia and Puerto Rico. Its international operations, offering life and group health insurance throughout Latin America, includes affiliates in Panama, Guatemala and Colombia, and branch offices in Ecuador, El Salvador and Honduras.
In July 2006, I joined Pan-American Life’s board of directors as the company was in the process of establishing a mutual holding company. That process was completed in January 2007 and Pan-American Life is now a subsidiary of Pan-American Life Group, Inc., which is an intermediate holding company of Pan-American Life Mutual Holding Company. The mutual holding company is, in turn, owned by the policyholders of Pan-American Life. I serve on the boards of directors of each of the three companies and on their executive committee; their audit committee, which I chair; and their finance committee, which I previously chaired.
Downtown Boca Raton
photo from Wikipedia
NCCI Holdings, based in Boca Raton, Florida and known familiarly in the insurance industry as the National Council on Compensation Insurance, manages the nation’s largest database of workers compensation insurance information. The company analyzes industry trends, prepares workers compensation insurance rate recommendations, determines the cost of proposed legislation, and provides a variety of services and tools to maintain a healthy workers compensation system.
I was elected to NCCI Holdings board of directors in May 2004 and serve as an independent director for a six-year term ending in 2010. Ten directors from member companies, four independent directors and the company’s chief executive officer comprise the 15-member NCCI Holdings board of directors. I chair the company’s audit committee and also served on the nominating and governance committee.
Connecticut's State Capitol
photo from Wikipedia
CATIC Financial, Inc. is the Rocky Hill, Connecticut-based holding company for two title insurers and title-related service companies. CATIC Financial is owned by Connecticut attorneys and law firms. Its principal subsidiary, Connecticut Attorneys Title Insurance Company, is New England’s largest domestic title insurance underwriter and is licensed in Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont and New Jersey; it issues its policies through a network of attorney agents. Another subsidiary, New Jersey Title Insurance Company, which was acquired in December 2006, is based in Parsippany, New Jersey and is licensed in New Jersey and Pennsylvania; it issues its policies through independent title agents. Together, these two title insurers are eighth among corporate title insurers ranked by aggregate statutory surplus.
I became consulting advisor to the audit committee of CATIC Financial in January 2006. I review reports prepared for the audit committee by the company’s management, its independent accountants, and its internal auditors and attend the quarterly audit committee meetings where I provide financial, accounting, and auditing expertise.
In [a free] economy, there is one and only one social responsibility of business – to use its resources and engage in activities designed to increase its profits so long as it stays within the rules of the game….
— Milton Friedman, Capitalism and Freedom
photos courtesy of Syncora Holdings, Wikipedia