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Who are the trustees and what do they do?

A main purpose of the Isle of Man trust / arrangement and the trustees who run it is to relieve owners of the responsibility of looking after legal / statutory and some financial (reporting) matters related to the operation of the Isle of Man single purpose Shipowning Company in which you are all (122) shareholders.

The trust also serves to isolate you as far as it is individually possible (which may vary by nationality) from potential tax and inheritance problems. Note that for any special needs in this area you can call on HSBC / Cains / E&Y expertise but that this is separate to Raffles trust and you are responsible for your own fees.

Provisionally the trustees are nominated by HSBC IoM trust operations and or may be HSBC staff. Cains who are HSBC legal advisors may also nominate trustees.

It is possible that some owners will also be elected to be directors of the ship owning company and could also serve as trustees if they wished to do so.

Another possibility is that all 122 owners decide that they require an outside person to act as one of the trustees?

Whatever the composition of the shipowning company board of management (directors) and / or the trustees, all will work within the guidelines of the company documentation, articles and memorandum, shareholders agreement, etc. and the company by-laws. All of these documents need to be approved by 122 owners during the construction period.

Once Raffles is in operation the responsibilities of the trustees in respect of the trust and shipowning company as applicable will mainly be to, on an annual basis:

• Maintain statutory documents in force with the Isle of Man Government.
• Reporting to the IoM financial authorities.
• Accepting Ernest & Young audit results.
• Ensuring Raffles insurances are in force, paid for and provide sufficient / correct cover.
• Holding the owning company annual general meeting.

Plus +

As appropriate acting effectively as company secretary in managing / controlling any change in ownership of shares as provided for in / allowed by the company by-laws.

To carry out their duties the trustees may engage various experts such as Lloyd’s Register to advice on technical / shipping matters and Cains, if they are not already doing so as trustees, to advise on legal matters.

The trustees will also oversee the (separate) retail banking part of HSBC that will be looking after the ships current account / financial reserves and making payments out from them for such as crew remittances, fuel, insurances, etc.

An onboard committee of owners elected by the majority will be the liaison with the trustees on all the above matters and the committee will also monitor the day to day business / operation and working finances of Raffles (the ship) by the Captain and his full time accountant. The owners committee may also modify / amend the instructions to the trustees as provided for in the by-laws.

The trustees fees are included as part of the annual operating cost contribution.