Our Services
KalkBay Sarl Services provide expert support in governance, regulatory compliance, and investment oversight. Explore our core offerings in Luxembourg Directorship, Governance Consultancy, and Specialist Speaking.
Luxembourg Directorship
Establish substance in Luxembourg with an experienced Independent Non-Executive Director (I-NED).
Governance Consultancy
Provide your board or committee with expert guidance on compliant governance and control.
Specialist Speaking
Upskill and motivate your team or class with the latest developments and the rationale of regulatory changes.
Frequently Asked Questions
What is the role of a Non-Executive Director (NED)?
Unlike an Executive Director who is deeply involved with daily functions, a Non-Executive Director (NED) contributes oversight and governance without operational duties. They use their industry knowledge to guide executive management and ensure sound decision-making. NEDs play a key role in monitoring performance and advising on strategy.
How does an Independent NED (I-NED) differ from a NED?
While a NED's role is oversight, they may have loyalty or employment ties to the company or group they serve. An Independent Non-Executive Director (I-NED) has no internal ties, so is impartial. This objectivity is crucial in decision-making to serve the best interests of the company and its stakeholders, especially in complex or conflict-prone situations.
What does it mean to establish "substance" in Luxembourg?
Establishing "substance" in Luxembourg means having a genuine presence and making strategic decisions within the country. This is essential for meeting regulatory and tax compliance requirements. An I-NED ensures that key decisions are made locally and aligned with Luxembourg’s legal standards, supporting governance and compliance.
What experience and qualifications do you bring to the role?
With over 30 years of experience in real estate, private equity, and private debt, Keith Burman specialises in providing directorial substance in Luxembourg. His expertise includes cross-border fund structuring, governance consultancy, and AIFMD compliance. Keith is a Fellow of the Royal Institution of Chartered Surveyors (FRICS) and a Certified Director of the Institut Luxembourgeois des Administrateurs (ILA).
Can you provide references from other I-NED roles?
Keith works with small and large fund managers and companies from across Europe, including the UK, France, Italy, Ireland and Germany. Due to the nature of these roles, discretion is highly valued. Details can be provided at the appropriate time upon request.
How do you ensure your contribution suits our company?
Keith takes the time to understand your company’s goals, culture, and challenges. He leverages his cross-sector experience to tailor his guidance to your specific needs, ensuring that his independent perspectives support your long-term success.
What is the I-NED's role vis-à-vis the executive team?
The I-NED provides independent, impartial guidance to the board, maintaining clear boundaries from the executive team. Keith offers objective advice based on his experience in real estate, identifying risks and opportunities, without involvement in daily operations. Open communication and transparency with the board uphold this independence.
How do you handle disagreements?
Disagreements are approached constructively, with a focus on open dialogue and listening to all perspectives. Keith relies on evidence-based discussions to find common ground and ensure decisions are in the best interest of the company. Fund Boards typically operate by consensus, and collaborative solutions are usually reached without formal votes.
Are you up-to-date with industry trends and regulations?
Keith remains current by attending industry conferences, participating in professional networks, and engaging in continuous learning through courses and webinars. He also serves on committees, lectures on governance and industry trends, and stays informed through research and professional publications.
How do you approach fund risk management and compliance?
The first requirement is maintaining a deep understanding of the regulatory framework that governs risk and compliance for AIFMs. As an I-NED, Keith then seeks to challenge boards on their approaches, to identify weak areas and ensure that risk management has a profile equal to portfolio management.
As an I-NED for several clients, how do you avoid conflicts of interest?
Serving multiple clients is common for I-NEDs. Keith manages potential conflicts by disclosing all relevant positions to each board and recusing himself when necessary. He follows strict corporate governance standards and regularly reviews his roles to ensure compliance with ethical and regulatory requirements.
Do you follow a code of conduct?
Keith follows the Institut Luxembourgeois des Administrateurs (ILA) Code of Conduct, acting in the best interests of entities served and exercising independent judgment while complying with legal obligations. He maintains integrity, honesty, and confidentiality, addresses conflicts of interest, and takes appropriate actions if legal or ethical concerns arise. He is committed to updating his skills and knowledge and to behaving professionally.
How do you prioritize responsibilities across multiple board roles?
Rather than privileging one role over another, we avoid conflicts by establishing a schedule for each board role. As a key aspect of corporate governance, Keith encourages each Board to plan their annual schedule up to 12 months in advance. This facilitates the availability and travel of both Luxembourg and non-Luxembourg members, to promote accountability, support strategic decision-making, and ensure regulatory compliance.
How do you handle confidentiality across your roles?
Strict confidentiality protocols are followed, including secure communication and data storage practices. Keith ensures clear boundaries between his roles, never sharing sensitive information across companies. He regularly undertakes training on data protection and compliance to safeguard confidentiality. When appropriate, Keith is added to insider lists and complies with their requirements.
How often are you available for meetings and events?
The Luxembourg regulator requires directors to develop and track a time budget across all activities. When a new appointment is proposed, this is one key item discussed with the client. As Keith's role is to provide Luxembourg substance, most of his time is Luxembourg-based. His convenient location close to the airport makes travel simple when necessary, but these requirements are discussed separately.
Are you available for urgent matters outside board meetings?
Yes. Keith understands the time-sensitive nature of private equity and real estate transactions. His schedule allows flexibility for ad hoc meetings and urgent matters, ensuring he is available at short notice when needed.
What can you contribute in the areas of CSR and ESG?
Keith helps shape CSR and ESG strategies aligned with sustainable practices and ethical governance. With CSIL and ecoDa certifications, he stays updated on best practices, including the Sustainable Finance Disclosure Regulations (SFDR). Keith ensures these principles are integrated into board decisions to create long-term value beyond compliance. His grasp of stakeholder expectations enables him to assess goal-setting, implementation, and progress, enhancing the organisation's reputation as responsible and forward-thinking.
What expertise do you bring to Real Estate Investment Funds?
Keith has over 30 years of experience in real estate, specialising in administering, structuring and managing Real Estate Investment Funds (REIFs). He offers insights into fund structuring, governance, valuation and compliance, ensuring funds align with regulatory requirements while delivering long-term value to investors.
How do you approach Fund Administration and Depositary Services?
Keith's experience spans the full lifecycle of Fund Administration, from setup to ongoing compliance. He ensures that fund service providers such as administrators, depositaries and AIFMs meet regulatory standards, with a focus on risk management, asset safekeeping, and reporting, to ensure the fund operates efficiently and within the law.
Are you involved in Valuation for Alternative Investment Funds (AIFs)?
Accurate and consistent valuation is critical for AIFs. Keith provides oversight on valuation methodologies, ensuring they comply with AIFMD and industry standards. His background in real estate and fund management and his role as a Valuation Committee member for a 3rd-party AIFM enable him to review and challenge valuations, ensuring they reflect the portfolio’s true value.
How do you ensure compliance with AIFMD?
Keith’s deep understanding of the AIFMD regulatory framework enables him to guide fund boards through compliance, from fund structuring to operational processes and reporting. His experience in setting up and managing AIFMs helps to ensure that regulatory obligations are met, including governance, risk management, and investor protection.
What is your role in Anti-Money Laundering (AML) compliance?
Keith ensures that fund boards comply with AML regulations by implementing rigorous processes to detect and prevent money laundering and terrorist financing. He works closely with AML officers to establish robust controls, ensuring ongoing compliance with Luxembourg and European regulations.