Subsidiary Governance Summit

Regional and Jurisdictional Dynamics in the Entity Portfolio Management Industry 

The COVID19 pandemic created unique challenges for governance professionals responsible for Global Entity Portfolio Management (GEPM) – an industry already faced with navigating an increasingly complex global regulatory environment. The events of 2020 served as a catalyst for identifying which governance models were more tenacious and adaptable. In the middle of this transition and recovery is how companies handle data and make it integral in their business dealings.

In this session, Kariem Abdellatif, Head of Mercator, will discuss the key learnings and best practices that should be taken into account as we move into new working models as well as reflecting on the regional and jurisdictional dynamics in GEPM, featuring data-driven insights from the Mercator Entity Management 2021 Report.

Speaker:

Kariem Abdellatif, Head of Mercator by Citco

Mission, values, purpose – and change

Mission, purpose, values – every organisation has them, but not every organisation lives by them. In an era where consumer and stakeholder values are changing swiftly and profoundly, making sure that values are in alignment across what are large, complex organisations can be a major challenge. In this case study, we look at some very practical steps one organisation has taken to ensure that the values of the group were brought to life at all levels of the organisation.

Panellists:

Francesca Fossey, Client Company Secretary, TMF Group Fund Services (Guernsey) Limited

Natasha Mudhar, Founder, Sterling Global & The World We Want

Cerian Tahany, Senior Manager, Corporate Governance, Worldpay from FIS

Case study: Integrating subsidiaries after M&A

For every merger or acquisition that’s successful there are twice as many that fail. So what do boards need to consider when integrating a new subsidiary into the group? How agile must both parties be to ensure as painless a transition as possible? How to overcome conflicts between the different parties’ interests? And what sort of problems typically get overlooked? In this session we draw upon some practical examples of M&A activity in the real world.

Panellists:

Victoria Hart, Head of Secretariat, Shawbrook Bank

Hina Patel, Assistant Company Secretary, JP Morgan

Stretch break

Choice of streams:

Case study: The role of subsidiary governance in achieving sustainability goals

Sustainability and the race to carbon neutral are hot topics for organisations across the globe. As reporting requirements and climate change targets increase, the role that subsidiaries play in an organisation’s ESG strategy is growing. Join us for a discussion on how subsidiary governance frameworks can support organisations achieve their sustainability goals and key steps in achieving a solid subsidiary governance framework.

Panellists:

Emma Brown, Foresight Group, Senior Company Secretarial Manager

Henry Morgan, Foresight Group, Sustainability Manager

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Staying on top of Ultimate Beneficial Ownership Compliance

The legal regulations on disclosure of the Ultimate Beneficial Owners (People with Significant Control register) continue to be introduced globally. Each jurisdiction has specific rules for UBO identification and specific details that should be recorded. Furthermore, some countries require this information to be filed with authorities, thus making it even more complex for multinational organisations to stay compliant throughout their subsidiary portfolio. And the consequences of non-compliance may be severe, 7-digit penalties and/or imprisonment. Panelist will discuss the practical challenges of UBO compliance worldwide and share their best practices for periodical review.

Panellists:

Chris Butler, Head of Operations - Mercator by Citco

Mary Kibble, Deputy General Counsel, Global Corporate Governance and M&A - Schneider Electric

Migle Kunigenaite, Senior Manager, Corporate Governance - International @ WeWork

Networking break with roundtables from sponsors: Pruning your organisation for growth

During this roundtable session, we will be discussing the need for evaluating and re-evaluating your subsidiaries to ensure structural efficiency. We will be looking at how deadwood can hinder growth in areas of tax, administration, sub-optimisation, and duplication of function, as well as the need to keep pruning to affect changes in organisational structure and changes in the statutory and commercial landscape.

Speaker:

Ian Burrell, Product Compliance MAnager, Diligent

Case study - Securing an ethical value chain: refreshing global compliance procedures

The responsibility of a parent for the actions of its subsidiaries, and potentially even their suppliers, agents and partners, is a governance dilemma that is increasingly coming under the spotlight.  And it’s a question of actions, relationships, culture and of where and with whom companies contract as suppliers.  In this session, our governance professional presents how his company developed, implemented and embedded a new suite of compliance procedures (including a new code of conduct, compliance registers, whistleblowing systems and third-party risk management processes) through a complex supply chain and multi-national subsidiary network, highlighting the importance of ensuring visibility of an ethical value chain across the entire organisation.

Speaker:

Kevin Massie, General Counsel and Company Secretary at PZ Cussons plc

Say hello, wave goodbye: closing a subsidiary

It’s tempting to think that subsidiary governance is only about finding the most effective way to bring a new subsidiary into an entity and integrate its operations with those of the parent. But it also works in the opposite direction, and many an acquisition in time ends with subsidiaries being closed or merged or simply divested of. So, from a governance perspective, what constitutes best practice when a parent-subsidiary relationship has reached the end of the road? 

Moderated by:

Victoria Penrice, President CGI

Panellists:

Ian Burrell, Product Complianace Manager, Diligent

Helen Baker, Company Secretary, ITM Power

Closing remarks - Victoria Penrice, President, CGI

Optional workshops

Modern Slavery as an ethical supply chain risk

This workshop will explore identifying modern slavery as a risk, how to respond to it and what the legal obligations for an organisation are to address modern slavery risk. 

Colleen Theron, Sustainability lawyer and consultant, Ardea Consulting 

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