Govern your Labuan entity with confidence.
Corporate governance advisory for Labuan FSA licensees. We design the board structure, draft the committee charters and policies, and document how the entity is directed and controlled.
Make an enquiryGovernance the board can actually run.
When a Labuan licence comes into operation, the board meets a question that grows with the business. How do you direct and control the entity in a way Labuan FSA recognises? It takes clear roles, real committees, and decisions that hold up to review rather than living in an unopened folder.
We advise on the governance framework and draft the documents behind it: board composition, committee terms of reference, conflict of interest controls and director induction. The structure works in practice and reads cleanly to the regulator, as part of a wider compliance function. Where a formal legal opinion is needed, we coordinate external counsel.
See what we handleA licensed Labuan trust company supporting your board.
QX Trust Co. Ltd is a Labuan Managed Trust Company headquartered in Labuan IBFC. We design and document the governance under your licence, not through an intermediary. We serve you in English, Chinese and Malay.
Make an enquiry2019
Labuan FSA licensed
LMT0081
Our Labuan licence
EN + ZH + MS
Language desks
Labuan IBFC
Headquartered
What we handle in a governance build.
Six pieces that turn a board on paper into a board that directs and controls the entity in practice.
Board composition
We advise on the mix of executive and non-executive directors, the role of an independent voice, and the skills the board needs to direct the entity, mapped to the licence type and the activity.
Committee charters
Charters for the board committees the entity needs, often audit, risk and nomination. Each charter sets the committee up under the board, with a defined purpose and reporting line.
Terms of reference
Terms of reference that state each committee's objective, membership, responsibilities and authority. The board delegates defined matters, and keeps overall responsibility for direction and control.
Conflict of interest controls
A conflict of interest policy that defines conflicts, sets how directors declare interests, and builds recusal into the board procedure so conflicts are handled before a decision, not after.
Director induction
An induction pack and process so new directors understand the entity, the licence conditions, their duties and the fit and proper expectations before they take a seat at the table.
Board calendar and procedure
A board calendar, meeting procedure and record practice, so meetings happen on schedule, decisions are minuted, and the governance trail is ready when the regulator looks.
From governance review to a board that runs.
Four steps to design and document the governance framework, run by the team that advises on it afterwards.
Governance review
We look at the current board, committees and documents against the licence type and Labuan FSA expectations. We flag the gaps and agree the structure before any drafting starts.
Structure and roles
We set board composition, the committees to establish, and the split between board matters and delegated matters. Each role gets a clear remit and reporting line.
Documentation
We draft the charters, terms of reference, conflict of interest policy, induction pack and board calendar. Where a formal legal opinion is needed, we coordinate external counsel and align the documents to it.
Adoption and review
The board adopts the framework and we support the first cycle of meetings. We then keep the documents current as the entity, the licence conditions and the regulator's expectations move.
The board directs, the committees do the work.
Good governance is not more meetings. It is a clear line between what the board decides and what it delegates, with committees that have a real remit and a record that stands up to review. We build that line into the documents.
- The board keeps overall responsibility for direction and control of the entity.
- Defined matters are delegated to committees, each under its own terms of reference.
- Conflicts of interest are declared, recorded and managed before a decision is taken.
- Directors are inducted against the fit and proper expectations Labuan FSA applies.
- Decisions are minuted and the governance trail is ready when the regulator asks.
Frequently asked.
Direct answers on board structure, committees, conflicts and the line between advisory and formal legal opinion.
What is corporate governance advisory for a Labuan licensee?
Corporate governance advisory is the design and documentation of how a Labuan FSA licensed entity is directed and controlled. It covers board composition, committee structure, terms of reference, conflict of interest controls and director induction. We advise on the framework and draft the documents. Where a formal legal opinion is needed, we coordinate external counsel.
What governance does Labuan FSA expect from a licensed entity?
Labuan FSA expects a licensed entity to maintain sound corporate governance proportionate to its size and activity. This means a board responsible for direction and control, internal policies and procedures for operations and internal controls, and risk management. Labuan FSA has issued specific corporate governance guidelines for Labuan banks and Labuan re/insurers, and the board is expected to oversee the control functions.
Does a Labuan company need a resident director?
Yes. Every Labuan company must have at least one resident director, either a trust officer of an approved Labuan trust company or an individual who meets Labuan FSA criteria. The resident director need not physically live in Labuan. As a licensed Labuan trust company, we can provide a resident director through our trust officers where required.
What governance framework applies to Labuan trust companies?
Labuan trust companies follow a separate Governance and Market Conduct Framework set by Labuan FSA, distinct from the corporate governance guidelines for Labuan banks and re/insurers. It sets standards for how a trust company is governed and how it conducts business with its clients.
What is a board committee terms of reference?
A terms of reference is the document that sets out a board committee's objective, membership, responsibilities and authority. The board delegates defined matters to committees such as audit, risk or nomination, and each committee operates under its own terms of reference. The board retains overall responsibility for direction and control.
Do Labuan directors need to be fit and proper?
Directors and principal officers of a Labuan licensed entity are expected to meet the fit and proper criteria in the Labuan FSA Guidelines on Fit and Proper Person Requirements. The board is expected to put a process in place to confirm, on an ongoing basis, that key responsible persons continue to meet the criteria.
How does QX Trust handle conflicts of interest in governance?
We draft a conflict of interest policy that defines what counts as a conflict, how directors declare interests, how the board records and manages them, and when a director recuses themselves. The policy is built into the board procedure so conflicts are identified and handled before decisions are taken, rather than after.
Does QX Trust provide legal opinions on governance?
No. We provide governance advisory and documentation: charters, terms of reference, policies and board procedure. Where a matter calls for a formal legal opinion, we coordinate external counsel and align the documentation with the opinion. The advisory and the formal legal work stay clearly separated.
Reviewing your governance framework?
Tell us about your entity and your board. We review the structure, design the framework, and draft the documents that make it run.
Make an enquiry