Certificate and Diploma in Offshore Finance and ... - ICSA

Certificate and Diploma 

in Offshore Finance 

and Administration 

(COFA/DOFA) 

The international qualifications for 

the offshore financial services sector 

Information pack www.icsaglobal.com/cofa-dofa

The Institute of Chartered Secretaries and Administrators 

Contents 

Introduction to COFA/DOFA 3 

What are the benefits of studying COFA/DOFA? 3 

What topics do the qualifications cover? 3 

What are the benefits of studying COFA/DOFA? 3 

Level 4 

Mode of study 4 

Assessment and exam information 4 

Study texts 5 

Fees 5 

Exemptions 5 

How to register 5 

Review of the programme 5 

Offshore Business Environment 6 

Principles of Trust and Company Law 7 

Accounting Fundamentals 9 

Investment 10 

Offshore Trust and Company Administration 11 

Business Management in Practice 16 

Governance and Reporting 17 

Portfolio Management 19 

www.icsaglobal.com/cofa-dofa 

2


Introduction to COFA/DOFA 

The ICSA Certificate and Diploma in Offshore Finance and Administration (COFA/DOFA) attract candidates across many international 

offshore centres, including Jersey, Guernsey, the Isle of Man, Mauritius and the British Virgin Islands. 

The Certificate and Diploma provide the technical knowledge and practical skills required to work in offshore and international finance 

centres, equipping students with a high level of competence to perform efficiently in their roles. Both qualifications are highly valued and 

recognised within different offshore jurisdictions as appropriate qualifications for those working in the offshore sector. 

On successful completion, students can use the designatory letters Cert.ICSA or Dip.ICSA after their names. 

Who is COFA/DOFA suitable for? 

The Certificate is ideal for those new to the offshore financial services industry undertaking administrator roles or those who have been 

working in the industry for some time with no recognisable qualification. There are no formal entry requirements for this qualification, 

although it is helpful to be working in a relevant occupation. 

The Diploma is suitable for those working in the offshore environment who would like to build on their current knowledge and skills 

covered at Certificate level. It is ideal for those who are undertaking either a supervisory or junior management role and looking to 

progress their management career . It is open to those who have successfully completed the ICSA Certificate in Offshore Finance and 

Administration or have gained an appropriate exemption. For further details on exemptions, see page 6. 

What topics do the qualifications cover? 

COFA/DOFA has eight modules as set out below: 

Certificate in Offshore Finance and Administration Diploma in Offshore Finance and Administration 

Offshore Business Environment Offshore Trust and Company Administration 

Accounting Fundamentals Business Management in Practice 

Principles of Trust and Company Law Governance and Reporting 

Investment Portfolio Management 

What are the benefits of studying COFA/DOFA? 

Benefits for the student Benefits for the employer 

You have the opportunity whilst working for an employer, to earn 

a salary at the same time as gaining an international qualification 

recognised by the industry which will help you stand out and 

demonstrate to your employer that you have the skills and 

knowledge they require. 

If you are looking for a career in your offshore centre, you can 

study our qualification and pursue a successful career locally. 

Both qualifications are focused and relevant to the role, meaning 

you will gain the technical and practical skills required to work in 

the offshore financial services sector. 

The qualifications are highly regarded as they involve a rigorous 

examination process ensuring you are not only learning the basics, 

but you can apply your skills to your role. 

You will be able to demonstrate to your clients and regulatory 

bodies that your employees have the training and skills to provide 

the highest standards of service. 

You will have the opportunity to attract and maintain a 

professional workforce with our international qualification, 

recognised by the industry. 

Both qualifications are focused and relevant to the role meaning 

employees will gain the technical and practical skills required to 

work in the offshore financial services sector. 

The qualifications are highly regarded as they involve a rigorous 

examination process ensuring your employees not only learn the 

basics, but can apply their skills to their own role. 


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The qualifications cover a variety of topics specific to the offshore 

industry including essential business skills in offshore trust and 

company law, investments, financial reporting and governance. 

The Certificate is set at a standard equivalent to a Certificate 

in Higher Education or an NVQ Level 4 qualification, while the 

Diploma is set at a level equivalent to a Foundation degree or 

Higher National Diploma. 

The programme is available to study in a flexible format, meaning 

minimal disruption to your working day. 

As a COFA/DOFA student you will have access to MyICSA – the 

online student and Member-only area of the ICSA website where 

you can download past papers and suggested answers. 

Level 

The qualifications cover a variety of topics specific to the offshore 

industry including essential business skills in offshore trust and 

company law, investments, financial reporting and governance. 

The programme is available to study in a flexible format meaning 

minimal disruption to the working day. 

Employees will gain an internationally recognised qualification. 

Employees will be awarded with a level 4 qualification for the 

Certificate (equivalent to a Certificate in Higher Education or an 

NVQ Level 4 qualification). For the Diploma they will be awarded 

a level 5 qualification for the Diploma (equivalent to a Foundation 

degree or Higher National Diploma). 

The programme has two levels, with four modules at each level. COFA is set at the standard of modules in the first year of an 

undergraduate degree (Level 4 of the UK higher education framework) and DOFA is set at the standard of modules in the second year of 

a degree programme (Level 5 of the UK higher education framework). 

Within this framework, completion of COFA would also correspond with the award of a Certificate in Higher Education, or an NVQ at 

Level 4. Completion of DOFA would correspond with attainment of a Foundation Degree or Higher National Diploma (HND). 

Mode of study 

Students can opt to self-study, using the recommended text and study support material for guidance, or can combine self-study with 

tuition by face-to-face classes or distance learning. An up-to-date list of ICSA registered tuition providers is available to download from 

www.icsaglobal.com/cofa-dofa. 

We recommend that students commit to around 150 hours of study for each COFA/DOFA module. These recommended study hours include: 

working with the recommended text; 

doing wider reading; 

practice work with exam questions and reviewing sample answers; 

working with ICSA study support material; 

attending tuition; 

taking the exam. 

To further help students with their studies, they will have access to online study support and a practical guide to studying for the COFA/ 

DOFA exams. 

Assessment and exam information 

COFA and DOFA are assessed by closed-book examination twice a year – in February and July. COFA exams are two-hour and DOFA 

exams are three-hour. Results are released early in April and September. 

The exam papers are split into three sections: 

Section A – multiple-choice 

Section B – short-answer compulsory questions 

Section C – longer essay-style and problem-based questions from which students answer two from a choice of three 

There is a total of 100 marks allocated for all questions students are required to complete total 100. The pass mark is 50%. 


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Study texts 

A recommended text is required to study each module. Students need to obtain a copy of the text and this is not included in the course 

fee. New study texts for the COFA modules ‘Accounting Fundamentals’, ‘Investment’ and ‘Offshore Business Environment’ are priced at 

£39.95 and are available from the ICSA Bookshop. 

Texts for all other modules will be revised later in 2012. The current texts are priced at £34.95 and are available from BPP Jersey. 

Fees 

Qualification Fee per module (£) 

Certificate programme (COFA) 250.00 

Diploma programme (DOFA) 350.00 

The fee per module covers the registration fee and one examination entry only for that module. The relevant study text must be 

purchased separately. 

Visit www.icsaglobal.com/cofa-dofa for further details. 

Exemptions 

The Certificate is designed as an introductory programme covering the general principles of offshore finance and administration and as 

such there are no formal entry requirements although it is helpful to be working in a relevant occupation. 

As the Diploma level builds on the principles introduced in the four Certificate modules, we recommend that you complete both parts of 

the programme and the main entry requirement for the Diploma level is to have successfully completed the ICSA Certificate in Offshore 

Finance and Administration. If you have other relevant qualifications, such as a university degree or Higher National Diploma (HND), you 

will be able to enter the programme at Diploma level. If you are not sure whether your qualifications allow you entry to Diploma level, 

please contact our student support team. 

How to register 

To begin your studies and enter the exams, you need to register with us as a student by completing the registration form on our website 

and an exam entry form for the module(s) you are planning to take at the next exam session. 

Review of the programme 

The syllabuses and recommended study texts for the Certificate level have been revised and students taking exams in July 2012 can use 

the new texts to prepare. 

The Diploma level modules are also being revised. New study texts will be published later in 2012 and students will be able to use the 

new texts to prepare for the February 2013 exams. 

The syllabuses set out below for the Certificate programme are the new and revised versions, while the Diploma syllabuses are in the 

existing, pre-review form. 


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Offshore Business Environment 

Syllabus section Knowledge/skills 

Part 1: Offshore After studying this part of the syllabus, students will be able to: 

centres 

Understand the economic influences that allow offshore centres to continue to develop 

Explain the concept of onshore offshore centres 

Identify the main uses of offshore centres and understand who uses them 

Identify and describe the typical features of offshore centres 

Identify factors that may influence the choice of jurisdiction when choosing an offshore centre 

Identify factors to be considered when choosing an offshore services provider 

Part 2: The legal After studying this part of the syllabus, students will be able to: 

environment 

Discuss the importance of English law in offshore jurisdictions 

Explain the development of English law and the features of the common law system and system of equity 

Explain the relationship between common law and equity 

Explain the advantages and disadvantages of statute law and discuss statutory interpretation 

Explain case law and the doctrine of binding precedent 

Define a contract and explain the essentials required to form a contract 

Define offer, acceptance, an invitation to treat and consideration 

Part 3: Taxation After studying this part of the syllabus, students will be able to: 

Distinguish between direct and indirect taxes 

Discuss the principles of income tax, corporation tax, capital gains tax, inheritance tax and other taxes 

Discuss tax planning concepts 

Discuss the general principles of residence, ordinary residence, domicile and the concept of being deemed 

domiciled 

Discuss the arising basis of taxation and the remittance basis of taxation 

Discuss the use of offshore entities to reduce tax 

Explain the difference between tax avoidance and tax evasion 

Discuss transfer pricing issues 

Part 4: Banking After studying this part of the syllabus, students will be able to: 

Part 5: Offshore 

services 

Discuss the process of choosing, opening and closing a bank account 

Discuss different payment methods and systems including cash, cheques, banker’s drafts, BACS, CHAPS, 

Faster Payments, direct debits, direct credits, standing orders and bank cards 

Outline the roles of the cheque and credit clearing company, the Payments Council and UK Payments 

Administration Limited 

Discuss the advantages of using an offshore bank account 

Discuss considerations when choosing an offshore bank 

Discuss the banking services provided from offshore centres including foreign exchange contracts and 

forward exchange contracts and the risk involved therein 

After studying this part of the syllabus, students will be able to: 

Discuss the trust and company business products and business administration services available offshore 

Discuss offshore insurance services, including captive insurance companies and legal services available 

offshore 

Identify the two broad categories of tax compliance and tax planning 

Identify the two main areas of retail fund managers and private portfolio management 

Discuss portfolio management services provided and basic portfolio planning considerations 

Outline the main aims of the FSA’s Retail Distribution Review and the impact on offshore centres 


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Part 6: Regulation 

and supervision 

of the offshore 

services sector 

Part 7: Insider 

dealing 

Part 8: Money 

laundering 


Explain the regulation of offshore financial services such as trust company business and investment 

business 

Outline what factors a regulator may consider when assessing the fit and proper status of an applicant for 

a financial services business licence 

Explain the typical content of primary and secondary legislation, codes of practice and guidance notes 

Explain the objectives, powers and general functions of the FSA 

Discuss the FSA’s principles of good regulation, principles-based regulation, principles for business and 

ARROW II framework 

Discuss the Data Protection Act 1998 and the main principles under the Act 

Discuss international bodies and standards that have an impact on offshore regulation including IOSCO, 

the IAIS and the OGIS 


Explain the offence of ‘insider dealing’ 

Describe the penalties involved for insider dealing 

Explain how insider dealing may be prevented 

Explain the behaviours that constitute ‘market abuse’, the penalties involved and how it may be 

prevented 


Discuss international bodies and AML initiatives including those of the Basel Committee, the UNODC, the 

FATF, the EC Council and the Wolfsberg Principles 

Explain the principal features of AML frameworks including primary and secondary legislation and 

guidance notes such as those of the JMLSG 

Explain the substantive offences of money laundering, the offences of ‘failure to report’ and ‘tipping off’ 

Explain the obligations on service providers and individuals in relation to the reporting of suspicious 

activities 

Discuss the impact of AML/CFT processes on offshore business 

Outline the requirements of a suspicious activity report 

Understand how to recognise money laundering 

Principles of Trust and Company Law 


Part 1: Introduction After studying this part of the syllabus, students will be able to: 

to trusts 

Understand the relationship between Common law and Equity 

Describe how the statute of uses led to the concept of trust 

Explain basic trust concepts and law 

Explain the rule against perpetuities and legislation relating to perpetuities 

Understand the requirements for the creation of a valid trust 

Provide an overview of the three certainties for the validity of a trust 

Part 2: Trust 


documentation 

Understand the role played by the settlor in creating a trust and the position of the beneficiary in different 

types of trust 

Explain why a protector might be appointed 

Define the role and responsibilities of the trustee 

Explain who can act as trustee and how they are appointed 

Discuss the duties of trustees and the standard of care expected of them 

Describe the powers available to the trustee as outlined in the trust instrument and under local legislation 

Define the effect of a letter of wishes on a trust 

Explain the purpose of a trust deed 

Define a sham trust and understand the consequences of a sham trust 


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Part 3: Types of 

trust 

Part 4: Introduction 

to companies 

Part 5: Company 

roles, rights and 

duties 

Part 6: Company 

meetings and 

records 

Part 7: Winding 

up and company 

dissolution 

Part 8: Other 

vehicles 


Distinguish between revocable and irrevocable trusts 

Provide an explanation of how different types of trust are classified, the methods used in their creation, 

how they might be used and the advantages and disadvantages associated with each 

Outline the provisions of the Trustee Act 2000 in relation to investing 


Distinguish between sole traders, partnerships and companies 

Define corporate legal personality and explain the key effects of corporate legal personality in relation to 

liability 

Explain the meaning of the term ‘lifting the veil of incorporation’ 

Outline the contents of the memorandum and articles of association 

Explain the effect of a company’s constitutional documents 

Describe the different types of company 

Explain what is meant by share capital and describe the different types of share capital 

Outline the options available to companies to raise capital 


Outline the main rights and powers enjoyed by shareholders 

Describe the duties owed by directors to the company, the powers available to them and the liabilities of 

which they must be aware 

Explain the role and duties of the company secretary and auditors 


Distinguish between general meetings and directors’ meetings 

Explain the purpose and outline the contents of meeting minutes 

Describe different types of resolution 

Explain the purpose of a company’s registered office 

List the registers maintained by a company and outline their contents 


Explain the process for removing a company from the companies register 

Distinguish between voluntary and compulsory liquidation 

Describe the process by which dissolved companies are restored to the register 


Explain the meaning of ‘vehicles’ and ‘structures’ 

Outline the characteristics of a foundation and explain the differences between foundations and trusts 

Provide an overview of limited liability partnerships and other structures 

Describe some of the less well-known financial structures 


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Accounting Fundamentals 


Part 1: Accounting After studying this part of the syllabus, students will be able to: 

information 

Explain the purpose of accounting 

Identify the users of accounting information 

Explain the needs of the users of accounting information 

Part 2: The 


accounting 

environment Explain the attributes of accounting for its users 

Outline the different business structures 

Describe the international accounting framework 

Explain the elements of financial statements 

Explain the bedrock accounting concepts 

Explain the desirable accounting concepts 

Identify the underpinning accounting concepts 

Part 3: Double After studying this part of the syllabus, students will be able to: 

entry 

Identify and demonstrate the elements of the accounting equation 

Define and explain accounting terms, assets and liabilities 

Demonstrate the impact of business trading on the accounting equation 

Explain the structure of a balance sheet 

Identify and explain the purpose of the accounting records and books of prime entry 

Explain the system of double entry 

Prepare cash and non-cash accounting transactions 

Prepare a trial balance from ledger balances 

Understand the use of a trial balance 

Understand the errors a trial balance cannot detect 

Write up a cashbook 

Part 4: Internal After studying this part of the syllabus, students will be able to: 

control 

Prepare a bank reconciliation 

Understand the purpose of a trial balance 

Reconcile a cashbook with bank statement 

Understand the purpose for control accounts 

Prepare a sales ledger control account 

Prepare a purchase ledger account 

Understand the advantages of preparing a control account 

Part 5: Adjustments After studying this part of the syllabus, students will be able to: 

to trial balance 

Make adjustments to a trial balance to enable the preparation of financial statements 

Account for changes in bad debt and provision for doubtful debt 

Understand the difference between a bad debt and provision for doubtful debt 

Part 6: Fixed-asset After studying this part of the syllabus, students will be able to: 

accounting 

Understand the difference between capital and revenue expenditure 

Understand the purpose of depreciation 

Calculate depreciation using straight line and reducing balance method 

Account for the purchase and disposal of fixed assets 

Part 7: Financial After studying this part of the syllabus, students will be able to: 

statements 

(commercial and Produce a trading profit and loss account for a sole trader 

non-commercial Produce a balance sheet for a sole trader 

entities) 

Understand the structure of the financial statements of limited companies 


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Part 8: Interpreting 

company financial 

statements 

Investment 


Assess and measure the performance of an entity from its financial ratios 

Identify the prospective user groups of the financial ratios 

Explain the usefulness of financial ratios to the prospective user groups 

Produce financial ratios from financial statements 

Interpret the meaning of the financial ratios from financial statements 

Explain the limitations of using financial ratios 


Part 1: The savings After studying this part of the syllabus, students will be able to: 

and investment 

scene 

Distinguish between savings and investment 

Understand the difference between equity and fixed interest investment 

Understand the difference between interest and dividends 

Outline life assurance, pension and property investments 

Explain the meaning of intermediation, maturity mismatch and maturity transformation 

Understand the reasons for the 2007 credit crisis 

Demonstrate a knowledge of the importance of relevant economic statistics 

Understand the stages of the business cycle 

Demonstrate an understanding of supply and demand theory 

Part 2: Company After studying this part of the syllabus, students will be able to: 

finances and new 

issues 

Distinguish between various types of company structure 

Describe the various capital structures employed by both public and private limited companies 

Outline the main share types 

Explain the advantages and risks of share ownership 

Explain how new issues of shares are undertaken and the considerations involved 

Define and explain rights issues and capitalisation issues 

Explain capital and income distributions, including dividends 

Outline other corporate actions including mergers and acquisitions 

Part 3: Dealing After studying this part of the syllabus, students will be able to: 

procedures, 

settlement and Distinguish between order-driven and quote-driven dealing 

counterparties Explain why regulated stock markets exist and their historical importance 

Identify different types of investment markets including multilateral trading facilities (MTFs) and junior 

markets 

Demonstrate general knowledge of the investment markets around the world 

Identify the different markets and dealing platforms in London 

Have an understanding of MiFID, various dealing platforms and the changes made to markets as a result 

of its introduction 

Understand and name the main MTFs 

Discuss settlement process and counterparties and the changing regulations affecting them 

Part 4: Assessing After studying this part of the syllabus, students will be able to: 

share values 

Distinguish between price and value 

Identify the key sources of information which may be used to assist various parties, including advisors and 

investors, to assess share returns 

Understand the uses of annual reports and company accounts, including the statement of financial 

position and profit and loss account 

Identify various stock market announcements which may positively or negatively affect share price 

movement 

Understand and be able to apply four key shareholder ratios 


10


Part 5: Fixed 

interest securities, 

including bonds 

and Government 

debt 

Part 6: Collective 

investment 

schemes 


Explain what fixed-interest securities are 

Define and explain bonds, including their characteristics, risks and rewards 

Define and explain UK government bonds (gilts) including their characteristics and method of issue 

Explain corporate bonds 

Explain Eurobonds 


Understand the different types of investment schemes available 

Explain the benefits of open-ended investment funds and the uses of fund supermarkets 

Explain the advantages and risks involved with investment in closed-ended investments such as 

investment trust companies and split capital trusts 

Describe REITs, ETFs, VCTs, hedge funds and private equity investments 

Demonstrate an ability to assess a collective investment 

Explain the difference between open-ended and close-ended collective investments 

Part 7: Derivatives After studying this part of the syllabus, students will be able to: 

Part 8: Moneymarket 

and foreignexchange 

dealing 

Explain derivatives and understand the derivatives market generally 

Define and explain futures contracts (‘futures’) 

Define and explain options contracts (‘options’) 

Define and explain interest-rate swaps 

Define and explain warrants and covered warrants 


Define the money markets and outline their general characteristics 

Identify the key participants in the money markets 

Identify and outline the key money-market instruments (MMIs) 

Define and outline foreign-exchange (FX) contracts (spot and forward) 

Define and explain currency futures 

Define and explain currency swaps 

Offshore Trust and Company Administration 

Part 1 Offshore company administration 

The use of offshore Students will be able to explain how companies are used offshore for: 

companies 

asset holding 

trading activities 

confidentiality 

tax to include IBCs and exempt regimes 

succession planning 

captive insurance 

Types of companies Students will be able to explain and distinguish between the features of the following types of entities 

commonly encountered offshore: 

ordinary companies 

exempt companies 

limited-duration companies (LDCs) and limited-life companies (LLCs) 

protected-cell companies (PCCs) 

variable capital companies 

international business companies (IBCs) 

companies limited by guarantee (LBGs) 

hybrid companies 


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Tax-planning issues Students will be able to: 

Taxation of 

offshore companies 

Features of 

offshore companies 

Funding of offshore 

companies 

The rights and 

powers of members 

The role of the 

director 


director as an agent 

of the company 

explain fundamental concepts of tax which drive offshore structures 

explain residence 

explain domicile 

distinguish between tax evasion, deferral and avoidance 

Students will be able to: 

explain resident and non-resident companies 

explain tax-exempt companies 

explain international business companies 


describe the features of single-member companies 

explain sole directors and corporate directors 

draft and explain written resolutions 

explain the need for accounts and audit requirements 

describe the circumstances where an audit exemption is possible 

explain bearer shares and their suitability offshore 

explain the use of nominee shareholders and accompanying nominee declarations 


explain the nature of shares and the meaning of capital 

explain share allotment 

explain loans and contributions to capital 

explain dividends payment 

explain repayment of loans 

explain refund of capital contributions 

explain payment of salary 

explain payment of expenses and commissions 

describe the documentation required to record deposits and withdrawals of funds 


discuss the balance of power within a company and explain the rights of members 

explain what is meant by effective control of a company 


explain that the role of director is a “test of function and liability owed by directors” 

describe a director’s duties and powers with particular reference to their role in offshore companies 

appreciate the fiduciary nature of a director’s duty 

explain the importance of management and control vesting in the directors 

demonstrate the mechanics of board meetings and directors’ decision-making process 

explain why care is required in the use of nominee directors 

describe the use of corporate directors 

explain the role of directors provided by offshore agents 


define express agency 

define implied agency 

understand the significance of the Turquand case and the ‘indoor management rule’ 


12



corporate services 

provider (CSP) 

The role and 

involvement of the 

beneficial owner 


outline the range of services provided by Corporate Service Providers (CSP) 

describe the documentation required to incorporate a company including company questionnaire, 

management agreement and client indemnity 

describe the documentation normally held at a company’s registered address 

understand the role of company officers provided by a corporate services provider including directors, 

company secretary, registered agent or representative and nominee shareholder 

understand the requirement for corporate records and financial statements 

discuss the regulation and licensing of corporate services providers 

discuss the criteria for choosing a corporate services provider 

explain the requirement for the annual review of company records 

explain the requirement for the annual review of company records 


demonstrate why care is needed if the beneficial owner is involved as director or exercises a power of 

attorney 

explain the need to ensure that management and control remain with directors 

explain potential consequences for both offshore administrators and beneficial owners if management 

and control are not effectively offshore 

discuss the potential liability of directors and mechanisms to protect from breach of duty, e.g. professional 

liability insurance, shareholder approval and indemnity provisions and discuss the effectiveness thereof 

Part 2 Trust law & administration 

Equity and common Students will be able to: 

law 

explore the idea and nature of equity 

review the early history of deficiencies in the writ system and beginnings of the Courts of Chancery 

describe the origin of the trust and the Statute of Uses 1535 

distinguish between equitable interest and legal interest 

differentiate between trusts and other vehicles such as a company, agency and foundation 

Trust creation Students will be able to: 

Formalities of trust 

creation 

Modern uses of 

trusts 

discuss different methods of trust creation (namely, express, implied, resulting and constructive trusts) 

identify that a constructive trust is a trust created by equity institutions where equity believes that the 

owner of property should ‘in conscience’ hold it on trust for another 

describe the rule in Keech v Sandford 

outline the position where a stranger meddles with trust property 


review the requirements of a valid trust 

review residence and domicile status of potential settlors 

Identify the proper law to govern trusts and be able to advise on changing the proper law, to include flee 

clauses and when and how they should be utilised 

Identify how the Hague Convention on the Law Applicable to Trusts and on their Recognition supports 

trusts 


describe the features and potential uses of a variety of trusts in modern usage to include the following: 

tax planning, 

confidentiality, 

succession planning, 

avoiding or reducing probate problems, 

protection from creditors 

protection from forced heirship 

pre-emigration 


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Types of trust Students will be able to: 

Asset protection 

trusts 

The trust 

instrument (deed 

or, in some cases, 

declaration of 

trust) 

describe various types of trusts including: 

discretionary trusts, 

life-interest trusts, 

accumulation-and-maintenance trusts, 

purpose trusts, 

trusts engaging in trading activities, 

secret/half-secret trusts/mutual wills 


Parties to the trust Students will be able to: 

Setting aside 

of trusts and 

equitable remedies 

discuss the concept of asset protection 

outline provisions of creditor protection trusts 

outline provisions of trust established to avoid forced-heirship claims 


advise on the format of a trust instrument 

describe the framework and contents of a typical trust instrument 

identify key provisions regarding 

type of instrument, 

distributions, 

excluded parties, 

exculpation clauses, 

the care needed with reservation-of- 

power clauses 

outline who the parties are in connection with the trust instrument: 

The settlor(s), including any dummy settlors 

The trustee 

The protector (if applicable) 

advise who should sign the instrument 

evaluate the practice of using dummy settlors 

explain the use of declarations of trust 

understand the good practice of obtaining 

specialist taxation and legal advice 

advice on the implications to the settlor and trustee of revocable versus irrevocable trusts 


explain a range of situations where a trust may be set aside 

explain the circumstances where trusts may be deemed voidable 

outline the grounds on which a trust might be deemed illegal 

explore the significance of incompletely constituted trusts 

explain the maxim ‘equity will not assist a volunteer’ 

discuss how trust may be varied after they have been established 

explain when resort to the courts may be required to bring about a change 

discuss the remedies available in equity to beneficiaries where the trustee is guilty of a breach of trust 


14


Role of the trustee Students will be able to: 

explain who can act as trustee 

outline how they are appointed 

discuss the duties of trustees and the standard of care expected 

outline the duties of a trustee on the acceptance of a new or existing trust 

discuss the ongoing administrative duties including the duty to 

invest appropriately 

provide information to beneficiaries 

distribute trust funds 

not profit personally from the trust 

follow the trust deed 

act unanimously 

discuss the powers of trustees as in the trust instrument and under local statutes 

explain the restriction on the trustees’ power to delegate and recent developments 

discuss specific powers of trustees including powers of 

maintenance and advancement 

appointment of capital 

investment 

understand that the fiduciary nature of the role of trustee can lead to personal liability for breach of trust 

discuss the role of the trustee services provider 

outline the rules relating to the licensing and regulation of trustee services providers 

Investment Students will be able to: 

Administration of 

discretionary trusts 

Trust accounts and 

trust reviews 

discuss the historical development of the powers of investment of trustees under English law and offshore 

understand the prudent investor rules 

outline the provisions of the Trustee Act 2000 in relation to investment 

discuss the rules relating to the appointment of an investment advisor/manager 

discuss the specific problems relating to investment in family companies 


discuss the specific responsibilities of trustees in relation to the administration of discretionary trusts 

explain why such trusts are popular because of the flexibility they offer 

explain ‘blind trusts’ and discuss their advantages and potential problems 

discuss the use of the letter of wishes 

outline the role of trust protector 

discuss the decision-making process and the need to record trustees’ decisions 

discuss ‘sham trusts’ and how they should be avoided 


explain the importance of preparing accounts and carrying out a regular review of the trust administration 

outline the reasons for the preparation of trust accounts 

outline the structure to be adopted in the preparation of accounts and understand the importance of the 

audit of trust accounts 

discuss the purpose of trust reviews and the procedure to be adopted for reviews 

Part 3 Risk management 

Risk management Students will be able to: 

in offshore 

financial centres Describe the risks associated with the provision of offshore financial services 

Economic and political 

Regulatory and legal 

Operational 

Identify the principal risk issues 

Discuss how such risks may be controlled and managed 


15


Business 

acceptance and 

administration 

Risk management 

and control 


Understand the specific risks associated with the provision of offshore financial services: in particular, risks 

associated with 

the acceptance of the business and 

the administration of the business 

Understand the purpose of a Risk Management Action Plan 


Understand the role of compliance and audit 

Outline the compliance reports which should be available and their purpose 

Discuss the implementation of a Risk Management Action Plan 

Business Management in Practice 

Part 1 Management principles 

On successful completion of this module, students will be able to: 

Theories of 

explain the purpose and functions of management 

management discuss the different roles of the manager, particularly as written about by Fayol, Drucker, Handy, 

Mintzberg and Stewart 

Management and discuss the organisational context of work and the role of managers in directing work 

work 

discuss Taylor, Mayo, job analysis and design, including the Human Relations School, job enlargement, 

enrichment and empowerment and more recent approaches particularly Belbin 

discuss the concept of competences 

Organisations as discuss concepts of organisations as systems 

systems 

explain the concept of organisations as open systems, closed systems and socio-technical systems 

discuss the importance of control and various models of control 

discuss the value and limitations of the systems approach 

Management, discuss the concepts of personality, individual development and its consequences, personality differences 

human behaviour and work behaviour 

and behavioural explain the nature of the perceptual process 

theory 

identify the problems with regard to perception 

discuss the significance of attitudes and diversity 

Management in explain the importance of understanding motivation 

practice 

discuss main theories of motivation, interventions that can be employed to improve motivation and how 

job design, satisfaction, participation and rewards can improve motivation 

explain the importance of leadership 

evaluate the different theories of leadership 

Part 2 The nature of the organisation 

Organisational 

hierarchies 

discuss co-ordination and organisational structure and design 

explain job design and work structuring 

discuss structural configurations and the design of hierarchies 

distinguish between authority, delegation and responsibility 

evaluate the relative merits of centralisation and decentralisation and of bureaucratic and organic 

structures 

discuss outsourcing and the virtual firm 

Business functions discuss the functions of marketing, sales, research and development, production, quality, purchasing and 

materials management, human resources management and finance 

Groups discuss the characteristics, functions, formation and effectiveness of work groups 

discuss the nature of group conflict 


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Planning and 

decision-making 

discuss types of decision 

contrast the different levels of planning 

evaluate the nature and alternative models of decision-making 

explain feedback failure 

discuss planning and control mechanisms 

discuss the power of internal stakeholders 

Part 3 Managing the business environment 

The business 

environment 

The local, national 

and international 

environment 

discuss the concept of the business environment 

evaluate how the business environment may be analysed 

explain the concepts of social responsibility and ethics 

discuss the importance of culture 

distinguish between local, national and international environments and explain the influence of national 

cultures on organisations 

discuss globalisation and factors affecting the attitudes and practices of managers in different countries 

Managing change discuss the nature of change and different forces for change 

discuss the interrelationship between change and the individual 

discuss various models for change 

discuss the management of conflict 

Governance and Reporting 

Part 1 Governance and uses 

Upon successful completion of this module, students will be able to: 

Public and private define a limited company 

limited companies weigh the advantages and disadvantages of operating as a limited company 

distinguish between public companies and private limited companies 

distinguish between issued, authorised, called-up and paid-up share capital 

distinguish between ordinary shares and preference shares 

define reserves and distinguish between capital and revenue reserves 

describe the share premium account and outline its uses 

explain the nature and purpose of a dividend 

define a debenture 

define gearing and explain its importance 

outline the nature of corporation tax 

Corporate 

discuss principles of corporate governance 

governance 

discuss agency theory and agency costs 

principles, roles understand the structure of corporate boards 

and codes 

assess the role of auditors 

assess the role of non-executive directors 

trace the development and evaluate the significance of relevant reports and codes 

discuss the (2001) Myners’ Report 

explain the main recommendations of the Higgs Report and Smith Report and the revised Combined 

Code 

explain the main provisions of the Sarbanes-Oxley Act in as far as they affect UK-domiciled companies 

Multinational outline types of ship registry and indicate the largest open registries 

corporate (MNC) discuss the expression ‘flag of convenience’ 

uses of offshore evaluate the advantages and potential disadvantages of registration in an offshore centre 

vehicles 

discuss whether a ship needs to be locally owned and locally managed in the offshore centre selected 

Ship registration discuss the effectiveness of single-, two- and three-tier offshore trust and company structures for 

and management investment and property holding and designed to avoid or reduce probate formalities, to provide 

confidentiality, to offer protection against creditors or forced heirs, or for receiving payments of 

commissions or royalties 

discuss potential problems if the client wishes to retain an element of control 


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Private uses of 

offshore vehicles 

and structures 

Partnerships 

offshore 

Oecd report on the 

misuse of corporate 

vehicles 

Finance-sector 

regulation 

define a partnership and distinguish between types of partnership and state which are more commonly 

found offshore 

discuss the structure and possible tax effects of offshore limited partnerships, together with their 

formation, typical periodic requirements and main uses as investment vehicles, asset-protection vehicles 

and quasi-trusts 

discuss the scope and focus of the OECD Report on the Misuse of Corporate Vehicles, with reasons why 

offshore companies are often thought apt for misuse 

outline the three Fundamental Objectives recommended by the report 

evaluate the options for obtaining beneficial ownership and control information; the potential risks run by 

services providers (SPs); and the procedures to be followed to minimise these risks 

explain types of banking licence issued and government attitudes to the granting of banking licences 

assess offshore banking and investment-industry regulation and supervision 

Part 2 Reporting and interpretation 

The financialreporting 

environment 

discuss the conceptual framework (including users and usefulness of financial reports) 

explain the regulatory framework (notably FRS18 accounting policies) 

outline the UK legal framework 

outline relevant European Union (EU) Directives 

Identify the elements of Generally Accepted Accounting Practice (GAAP) 

Explain the importance and advantages of International Accounting Standards (IASs) 

Balance sheets explain the typical composition of a company balance sheet 

explain the expression ‘capital and debt structure’ 

Assets define the word ‘asset’ and explain what it does and does not encompass 

discuss the terminology ‘tangible asset’ and ‘intangible asset’ 

discuss and distinguish between ‘maintenance’ and ‘enhancement’ 

discuss the word ‘depreciation’ and explain what it does not include in relation to accounting 

explain reasons for depreciating a fixed asset 

explain aspects of depreciation calculation 

outline how useful economic life (UEL) should be determined 

discuss revaluations and adjustments to asset values 

explain which information should be disclosed separately in the financial statements for each class of 

tangible fixed assets 

discuss how FRS15 deals with accounting for the initial measurement, valuation and depreciation of 

tangible fixed assets 

distinguish between different methods of calculating the depreciation change for an accounting period 

discuss further the revaluation of freehold properties 

outline the accounting treatment of intangible assets 

discuss accounting for research and development (R&D) expenditure 

define goodwill 

discuss accounting for brands and other intangible assets 

Cash flow 

statements 

Additional 

considerations 

discuss the purpose and functions of cash flow statements 

list exemptions from the need to prepare cash flow statements 

outline the standard format for a cash flow statement and relevant notes 

explain key factors to be considered when assessing a cash flow statement and whether the entity has 

sufficient cash 

explain the purpose of financial statements and identify the three ‘Financials’ (position, performance and 

adaptability) and the financial statements that summarise the three ‘Financials’ 

outline the scope of FRS3 (Reporting financial performance) 

distinguish between extraordinary items and exceptional items 

outline what is meant by ‘prior-period adjustments’ and ‘layered P&L’ 

outline the scope of FRS5 (Reporting the substance of transactions) 

Interpretation evaluate the relative merits of analysing a company’s balance sheets 

explain key ratios worth looking at when analysing a company and ratios often found in loan and bond 

documentation 

Trust reporting evaluate the accounts of a discretionary trust 

explain the difference between trust income and capital and explain why the distinction is important 


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Portfolio Management 

Part 1 Investment management 

On successful completion of this module, students will be able to: 

Investment advice discuss fund management in terms of benefits, approach, the role of fund managers and diversification 

and portfolio discuss the components of and balance between risk and return 

performance discuss institutional investment management in terms of types of fund and strategies 

management explain the uses, advantages and disadvantages of indices 

discuss individual investment advice in terms of criteria, identifying the customer’s needs and objectives 

and portfolio development and review 

outline sources of information 

Investment 

distinguish between profit maximisation and wealth maximisation 

appraisal 

discuss the following concepts and make relevant calculations: 

return on capital employed (ROCE); 

payback period; 

time value of money and 

terminal values; present 

value and net present value; 

discount factors; and 

internal rate of return (IRR) 

Modern portfolio discuss Modern Portfolio Theory (MPT) 

theory (MPT) explain applications of MPT 

discuss the concepts of efficient frontier and capital market line 

Capital asset discuss systematic risk and unsystematic risk and the assumptions underlying the construction of the 

pricing model 

Capital Asset Pricing Model (CAPM) and its limitations 

(CAPM) 

apply the CAPM formula to equity portfolio selection decisions 

Collective 

discuss types of unit trust, including their benefits and the role of the manager and the trustee 

Investment 

discuss investments trusts, venture and open-ended investment companies and distinguish between them 

schemes (CISs) and unit trusts 

International distinguish between direct foreign investment and international portfolio investment 

investment risk discuss types of country risk 

assessment 

discuss country-risk analysis, credit ratings and other components of country-risk assessment 

discuss tell-tale signs of deteriorating conditions 

Overseas markets discuss the benefits and problems of overseas investment 

discuss the equity markets of the US, Japan, Hong Kong, Germany, France and Australia 

discuss the government bond markets of the US, Japan, Germany and France 

Analysis define normal yield curves (YCs) and flat YCs 

explain reverse YCs 

outline theories concerning YCs 

outline uses of YCs 

discuss the Hatch system 

explain technical analysis, including line charts and point-and-figure charts 

Part 2 Taxation and regulation 

International 

taxation 

distinguish between types of taxes 

discuss double taxation (DT), DT agreements, types of DT relief and overspill 

discuss profits taxes and withholding taxes 

outline sales taxes and stamp duty and name other types of indirect tax 

UK tax differentiate between residence, ordinary residence and domicile and explain their significance for 

income-tax purposes 

outline taxable income, allowances and exemptions 

outline the income-tax treatment of married couples 

outline UK tax treatment of overseas income 

define what is meant by chargeable persons, exempt persons, chargeable assets, chargeable disposals, 

exempted gains and transactions and principal private residence 

explain the rules in relation to UK capital-gains tax (CGT) indexation allowance and taper relief 


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US and UK 

regulation 

European 

regulation 

distinguish between pluralistic and sole-agency approaches to financial-services supervision 

outline the US system of financial-services supervision 

evaluate the advantages and disadvantages of the sole-agency approach as found in the UK 

explain how a UK quoted company might fund a major overseas acquisition 

discuss the framework of European financial-services regulation and ongoing issues in the creation of a 

single market in financial services 

explain passporting and treaty rights and outline the scope of the Investment Services (ISD) and the role 

and responsibility of home and host states 

identify rules concerning electronic cross-border activity 

outline the work of International Organisation of Securities Commissions (IOSCO), the Basel Committee 

on Banking Supervision (BCBS) and the Financial Action Task Force (FATF) 

Takeovers explain the scope of the UK Companies Act 1985 as amended 

explain the work of the Panel on Takeovers and Mergers (PTM) and the advantages and disadvantages of 

self-regulation 

explain the scope of the European Takeover Directive 

explain the scope and General Principles of the City Code and the timetable of an offer 

summarise some important percentage share stakes and their consequences 


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Certificate and Diploma in Offshore Finance and ... - ICSA

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