Prospero
Board Review
CGI Code of Practice

How we apply the CGI Code of Practice for board reviewers

Website statement for board.prosperoadvisory.je · Dated 30 September 2026 · Reviewed at least annually (Code paragraph 3)

Download the statement (PDF, dated 30 September 2026)The dated PDF is the version of record. This page reproduces it.

Prospero Advisory Limited applies the Chartered Governance Institute UK & Ireland's Code of Practice for board reviewers (September 2023) to every board review it conducts, in every jurisdiction and for every client, on the Code's apply-and-explain basis. This statement sets out how we apply each of the Code's four principles. It was last reviewed on 30 September 2026 and is reviewed at least once a year.

01 Coverage

The Code asks reviewers to say whether they apply it beyond engagements with FTSE 350 companies. We apply it to all of them: Jersey and Guernsey regulated boards and fund boards, UK regulated firms, private companies and listed companies of any size. A board effectiveness assessment for a Jersey fund is conducted to the same standard as a board performance review for a listed company, because the Code's principles are about how a reviewer behaves, not about the size of the client.

02 Competence and capacity

Who conducts our reviews

Reviews are led personally by Paul Monahan, the founder of Prospero Advisory, whose career covers all three sides of the Jersey funds market. As a regulator, authorising funds and managers at the Jersey Financial Services Commission. As an operator, Executive Director and Co-Head of Real Estate at Langham Hall and Head of Private Equity and Corporate Services in Jersey for Apex Group, with executive responsibility for regulated businesses of up to around 250 people. And in the boardroom, with non-executive board appointments since 2014 across private equity, real estate, corporate and fund structures, including as chair. He initially trained as, and acted as, a company secretary for a variety of corporate structures, including clients listed on regulated stock exchanges, before progressing into leadership roles. Paul also holds the CGI's certificate and diploma in offshore finance and administration (Dip.ICSA), issued under the Institute's former name, the Institute of Chartered Secretaries and Administrators.

Against the areas of capability the Code's guidance describes: direct experience of board practice as a director, chair and company secretary; governance expertise built inside the regulator and inside regulated firms; management, commercial and financial experience from running the largest parts of two fund administration businesses with full profit and loss responsibility; and the discretion that comes from two decades of confidential client work. We accept only engagements we have the skills, experience and capacity to perform. Where a scope calls for expertise we do not hold, we say so and either bring it in with the client's agreement or decline.

How we typically conduct a review

Every review is tailored in scope, but the method is the same three-part process and we describe it here so that a board and its stakeholders can judge whether it suits them.

How we report

A board report that leads with findings: the computed Board Effectiveness Score with its calibration note, the twelve-dimension picture, consensus strengths and blind spots, the largest divergences by role class, an indicative alignment panel against the Code wording, a proposed board discussion agenda and no more than five actions. A private report for the Chair. A presentation of the findings to the full board with the discussion worked in the room. Disclosure wording drafted for the board's own use. A follow-up session within six months to test what changed.

03 Independence and integrity

Other services we provide

Prospero Advisory provides governance and board advisory, operational advisory and fractional operational leadership, provider due diligence and market entry advisory, transaction advisory for fiduciary businesses, AI adoption advisory, and software for boards and regulated firms under the Prospero Tools name. We say this plainly because the Code is aimed at the conflict that arises when a reviewer might sell further work into the board it has just reviewed. We design every review on the assumption that the conflict exists and has to be managed visibly.

Our conflicts procedure

Length of relationship

We do not extend our relationship with any individual board beyond six years or two full reviews, whichever comes first, in line with the Code's guidance and with the Institute's Principles of Good Practice for companies. After that we stand down from that board's reviews for at least three years. We track the start of each relationship and the number of full reviews on our platform so that the limit is applied rather than remembered.

04 Client engagements

05 Client disclosure

Our engagement letter gives us the opportunity to comment on any description of the review process and findings that the client publishes or gives to a regulator, and requires that any opinion attributed to us is agreed with us before publication. We draft disclosure wording as part of every review to make this simple: a Provision 23 paragraph for a UK annual report, a board effectiveness assessment record for a Jersey compliance file, a Code statement paragraph for the Guernsey annual confirmation. If a client intends to publish a statement we consider misleading, we raise it with the named independent director and, if it is not resolved, record our concerns in writing to the client with a copy to the relevant regulator.

06 Accreditation

Prospero applies the Code in full. It is not, at the date of this statement, an accredited reviewer under the Institute's separate accreditation scheme, which requires completed reviews and references from board chairs; we intend to apply when eligible. A company engaging us may state, in the words of the Institute's Principles of Good Practice for companies, that its reviewer complies with the CGI's Code of Practice for board reviewers.

Prospero Advisory Limited (company number 166208) · Jersey, Channel Islands · Statement last reviewed 30 September 2026 · Next review due 30 September 2027. The Code of Practice for board reviewers and the Principles of Good Practice for companies are published by the Chartered Governance Institute UK & Ireland. Questions about this statement: paul@prosperoadvisory.je.