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
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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 The Phoenix Companies and Trenwick Group, both of which were listed on the New York Stock Exchange.
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Based
on my over forty-five 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 of publicly-traded companies need audit committee
members who are qualified as an Audit Committee Financial Expert (U.S.
Securities and Exchange Commission), who have accounting or related
financial management expertise (New York Stock Exchange), who have
competence in accounting and/or auditing (U.K. Financial Services Authority),
and who have recent and relevant financial experience and a professional
qualification from one of the professional accounting bodies (U.K.
Financial Reporting Council). 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 National Association of
Corporate Directors
Blue Ribbon Commission on Director Professionalism
Pan American Life
New Orleans' Bourbon Street
photo from Wikipedia
Pan-American Life is a leading international insurance company. Founded 100 years ago 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 within Latin America, include affiliates or branch offices in Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Panama, and the Cayman Islands.
Pan-American Life Insurance Group's Board of Directors (left to right): Coleman D. Ross, Carlos Palomares, Mark K. Anderson, Redfield E. Bryan, John J. Kelly, José S. Suquet, Edward M. Simmons, Kenneth C. Mlekush, Robert L. Pettit, Jr.
photo courtesy of Pan-American Life
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, resulting in Pan-American Life becoming a subsidiary of Pan-American Life Group, Inc., 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 the executive committee; the audit committee, which I chair; and the finance committee, which I previously chaired.
Syncora Guarantee
Bermuda's Astwood Park Beach
photo from Wikipedia/Bermuda Ministry of Tourism & Transport
Syncora Holdings Ltd. (formerly Security Capital Assurance; OTC: SYCRF ) is a Hamilton, Bermuda-based holding company which provides, through its subsidiaries, credit enhancement and protection products to the public finance and structured finance markets throughout the United States and internationally. Its subsidiaries 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 subsidiaries are Syncora Guarantee, Inc. and Syncora Capital Assurance Inc., both New York-based financial guarantee insurers, also known as monoline insurers.
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 and also serve on its nominating and governance committee, having previously served on its compensation committee. In addition, I am on the boards of directors of its principal subsidiaries.
Omega
Lloyd's Building, One Lime Street, London
photo from Lloyd's of London
Omega Insurance Holdings (LSE: OIH) is an international insurance and reinsurance group headquartered in Bermuda with operations in London, Bermuda, Chicago, and Cologne. The group's origins center on the management of Lloyd's Syndicate 958, which has made an underwriting profit in every closed year of account since its establishment in 1980. The group underwrites a predominately short-term property insurance and reinsurance account with a focus on insuring small to medium sized insureds and reinsuring smaller insurance companies.
The Birdcage on Front Street in Hamilton, Bermuda
photo by Scott Crouse
I joined Omega's board of directors in March 2009, as the company prepared for its listing on the London Stock Exchange. I chaired the company's audit committee and also served on its investment committee. Following a change of control, I resigned from the board in March 2010.
NCCI Holdings, Inc.
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.
Coleman Ross Service Plaque from NCCI Holdings
I was elected to NCCI Holdings board of directors in May 2004 and served 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 comprised the 15-member NCCI Holdings board of directors. I chaired the company's audit committee and also served on its nominating and governance committee.
CATIC Financial, Inc.
Connecticut's State Capitol
photo from Wikipedia
CATIC Financial, Inc. is a 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, also based in Rocky Hill, 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, is based in Parsippany, New Jersey and is licensed in New Jersey, New York, and Pennsylvania; it issues its policies through independent title agents. Together, these two title insurers are sixth 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