Subsidiary Governance Summit

Welcome, Keynote & Ensuring effective oversight and auditing of subsidiaries

The world in recent years has seemed a more unstable place than in several decades, with political alliances frayed, new alliances forming and uncertainty in the ascendant. All of that only adds to the challenges faced by businesses which operate multiple entities in multiple jurisdictions. In this session we consider the changing geopolitical and regulatory environment and the risks and challenges this may bring for parent companies and their subsidiaries.

• Meenakshi Gupta, Legal Counsel and Company Secretary, ACCOR

A robust system of oversight and auditing is an essential part of building effective governance, managing risk and identifying areas of weakness. For subsidiaries, the “arm’s length” relationship can mean problems develop into crises before the parent is even aware. In this case study session, we explore what information parents need to head problems off at the pass, and how to ensure smooth information flows and a transparent audit trail.

• Catherine Davey, Head of Subsidiary Governance, BP
• Chloe Barry, Deputy Company Secretary, Kingfisher plc
• Mark Babington, Executive Director of Regulatory Standards, FRC

Practical lessons in subsidiary reporting: a case study

With the use of case studies, this session will explore some of the challenges directors may encounter when sitting on both the board of a subsidiary as well as a parent and how these issues intersect with section 172 duties. The session will also consider good practice for the effective flow of information between subsidiaries and their parents particularly as regards reporting.

• Ariel White-Tsimikalis, Partner, Bryan Cave Leighton Paisner LLP

A continuity of good governance?; Closing remarks

Establishing an effective governance framework to underpin the relationship between parent and subsidiaries is vital if that relationship is going to work. How, though, to ensure a continuity of good governance throughout the group? And how, in such a divided world, to reconcile the demands of very different legal, regulatory, and political regimes? Drawing upon real world examples, our panellists discuss the practical challenges in building and maintaining a robust framework.

• David Gracie, Director, Indigo Governance

• Natalie Paddock, EU Group Company Secretary, Corporate Secretary's Office - Legal, Compliance and Government Affairs (LCGA), Assurant

• Dan Owen, Deputy Company Secretary, Renishaw plc
• Victoria Penrice, President, CGI

Day 2 opening by Mercator; Mission, values, purpose & change; Case study: Integrating subsidiaries after M&A

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.

• Kariem Abdellatif, Head of Mercator by Citco

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.

• 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

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.

• Victoria Hart, Head of Secretariat, Shawbrook Bank
• Hina Patel, Assistant Company Secretary, JP Morgan

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.

• Emma Brown, Foresight Group, Senior Company Secretarial Manager
• Henry Morgan, Foresight Group, Sustainability Manager

Case study: Securing an ethical value chain and 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.

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

Say hello, wave goodbye: Closing a subsidiary; Closing Remarks

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?

• Victoria Penrice, President, CGI

• Ian Burrell, Product Complianace Manager, Diligent

• Helen Baker, Company Secretary, ITM Power