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 prepared me for my 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.
Based on my over 55 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), 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.
Throughout my over 19 years of service as an independent director, I have completed training programs and designations specific to the role of a corporate director, including the National Association of Corporate Directors Certificate of Director Education program (2008), NACD’s Governance Fellow designation (2012), NACD’s Board Leadership Fellow designation (2015), NACD’s Directorship Certification designation (2020) and NACD’s CERT Certificate in Cybersecurity Oversight program (2020, Carnegie Mellon University Software Engineering Institute). More information on these programs and designations in available on the Education and Designation pages.
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 Insurance Group is a leading international insurance holding company. Its principal subsidiary, Pan-American Life, provides life and health insurance, worksite benefits, and financial planning products in 49 states and the District of Columbia. Its international operations offer life and group health insurance through affiliates and branch locations within Latin America (Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, and Panama) and the Caribbean (Antigua and Barbuda, Aruba, Barbados, Bonaire, Cayman Islands, Curaçao, Dominica, Grenada, Puerto Rico, St. Kitts and Nevis, St. Lucia, St. Maarten, St. Vincent and the Grenadines, and Trinidad and Tobago).
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 acquisition of Caribbean and Central American insurers from AIG and a merger with the mutual holding company for Mutual Trust Life expanded both the company’s international and domestic life and health insurance presence. During my board tenure, I served on the board of the holding company and its principal life insurance subsidiaries and on the executive committee, the audit committee (which I chaired), and the finance committee (which I also temporarily chaired).
Syncora Holdings Ltd. (formerly Security Capital Assurance; OTC: SYCRF) was a Hamilton, Bermuda-based holding company which provided, 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 were Syncora Guarantee, Inc. and Syncora Capital Assurance Inc., both New York-based financial guarantee insurers, also known as monoline insurers.
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 served on the boards of directors of directors of the holding company and its principal subsidiary and on the audit committee, which I chaired; the nominating and governance committee; and the compensation committee.
Following its December 2019 sale of its remaining financial guarantee insurance subsidiary, Syncora Holdings obtained shareholder-approval to begin a voluntary liquidation. I remained on the Syncora Holdings’ board of directors and continued to chair the audit committee until the company made its final liquidating distribution in January 2023.
Omega Insurance Holdings was an international insurance and reinsurance group headquartered in Bermuda with operations in London, Bermuda, Chicago, and Cologne. The group’s origins centered on the management of Lloyd’s Syndicate 958, which had made an underwriting profit in every closed year of account since its establishment in 1980. The group underwrote a predominately short-term property insurance and reinsurance account with a focus on insuring small to medium sized insureds and reinsuring smaller insurance companies.
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 and nominating and governance committees. Following a change of control, I resigned from the board in March 2010. Subsequently the company was acquired by Canopius Group in 2012.
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 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.
In 2013, American Roads, whose bonds were previously insured by Syncora Guarantee Insurance Company, was acquired by Syncora Guarantee in a prepackaged bankruptcy transaction. The company operates the Detroit-Windsor Tunnel and four toll bridges in Alabama (Orange Beach, Tuscaloosa, Montgomery, and Wetumpka). These facilities serve over 30,000 vehicles per day.
I served on the board of managers (i.e., board of directors) of the holding company for American Roads, Pike Pointe Holdings LLC, along with three other Syncora Guarantee directors and members of the insurer’s management team. American Roads was sold by Syncora Guarantee in July 2018.
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.
I served as consulting advisor to the audit committee of CATIC Financial between January 2006 and October 2014, where I reviewed reports prepared for the audit committee by the company’s management, its independent accountants, and its internal auditors and attended the quarterly audit committee meetings where I provided 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