ICSA Subsidiary Governance Conference

Key issues in global entity governance

ICSA Subsidiary Governance Conference took place on 16 November 2018 at America Square Conference Centre, London


Operating a large complex organisation has always been a demanding endeavour. Now, increased demands are being made from investors, regulators, politicians, employees and clients making the task of effectively overseeing a large group of companies exponentially more challenging.

At ICSA’s Subsidiary Governance Cconference we addressed challenges in governance and oversight of large complex organisations through case studies, panel discussions and technical sessions.

Our audience had the opportunity to explore important lessons in both success and failure and benefit from a variety of expert insights in order to benchmark their own governance arrangements and further their understanding in key areas.


09.00 Registration and tea/coffee

Introduction from the chair

Peter Swabey FCIS, Policy & Research Director, ICSA


Subsidiary independence vs parent control: striking the right balance

Parent companies must maintain control and oversight of subsidiaries to reduce operational risks and in certain areas, subsidiaries must operate within group policies. However, there will be occasions when the parent’s interests do not fully align with those of the subsidiary. In this session we look at how to strike a balance between effective oversight and allowing a subsidiary its entrepreneurial freedom and the autonomy that it needs to operate as an independent entity.

Giles Peel, Head of Governance Advisory Practice, DCO Partners Ltd


Subsidiary insolvency

The government’s recent consultation on insolvency and corporate governance was likely conducted with the failures of BHS in mind. It looks to reduce the risk of companies failing due to a lack of governance and oversight, and makes overtures to strengthen the responsibilities of directors of firms in, or heading towards insolvency. Under the reforms, holding company directors could be penalised if selling a subsidiary ‘caused harm to creditors or other stakeholders’. Here, we look at the importance of parents and subsidiaries having robust and accountable governance frameworks in insolvency.

Andrew Eaton, Partner, Burges Salmon LLP


Lloyds Banking Group case study

Parent companies must strike the right balance between allowing subsidiaries autonomy, and maintaining control without undue interference. To maintain this balance it is important to have the framework in place for transparent oversight. Here, our speaker will talk us through Lloyds Banking Group’s approach to subsidiary management, discussing the need for clear group policies and timely reporting and distribution of key information to ensure effectiveness of subsidiary oversight.

Zoe Bucknell, Deputy Group Company Secretary, Lloyds Banking Group


Tea and coffee


GDPR Panel: ongoing challenges for group companies

Regulators now expect all organisations caught by the new rules, to apply them consistently and be able to provide a robust audit trail of all their internal and external arrangements. For large group companies, this is a high stakes and complex task. This panel will discuss the ongoing governance challenges faced by boards in a post GDPR world. These include; how to establish a clear line of sight of the control environment; managing the quality of information coming from sub level and: how to establish appropriate accountability, culture, behaviours across the group.

Chris Butler, Client Service Leader, Citco Global Subsidiary Governance Services 
Simon Owens, Data Protection Officer, Europe, Chevron
Latha Balakrishnan, Independent Expert in Governance, Risk and Compliance


The impact of Brexit

In preparation for the UK leaving the EU on 29 March 2018, organisations have been rethinking their business models to combat any challenges that they may face post-Brexit. Goldman Sachs for example are reportedly choosing to pursue a decentralised subsidiary model. In this session, we will look at the impact of some recent regulatory changes and the preparations being undertaken across the financial services sector to ensure that both parents and subsidiaries are well positioned for the governance challenges come the end of March.

Jason Wright, Director, Company Secretary, Barclays Bank PLC


Parent company liability in human rights cases

Historically, parent companies were insulated from liability for human rights related claims arising out of the actions of their subsidiaries, particularly where these occurred overseas. Recently however, the Court of Appeal has handed down three judgments clarifying and expanding the circumstances in which a parent may be liable for such claims. In light of these cases, our speaker will explore the extent to which a “corporate veil” still exists as delegates revise their understanding of parent company liability and human rights risk management.

Peter Hood, Consultant, Hogan Lovells

13.10 Networking lunch, close

*This is a draft programme and may be subject to change


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Citco Global Subsidiary Governances Services (‘Citco GSGS’) is a global service platform that ensures multinational companies and investment funds meet their complex entity governance obligations at competitive fees. Citco GSGS provides a single point of contact and delivery for corporate secretarial and other governance services worldwide. Citco GSGS calendars and proactively completes annual statutory filings and performs ad-hoc services ranging from director appointments to incorporations. Pioneer in the field of corporate governance Citco GSGS is a trusted strategic partner of leading corporate legal departments.

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Computershare logo

Computershare Governance Services offers corporate governance and compliance solutions to help companies transform their business practices and stay ahead of ever-changing market dynamics. We address today's global compliance challenges through entity management, insider management, board governance, registered agent services and regulatory filing solutions. Clients use our software to assist them with the administration, governance and compliance of over 250,000 legal entities across more than 160 jurisdictions. Leading companies from all market segments look to our team of governance specialists for proactive ways to stay compliant and minimize risk in an ever increasing regulatory environment.

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Diligent is a leading provider of secure corporate governance and collaboration solutions for boards and senior executives. Over 4,700 customers in more than 75 countries and on all seven continents rely on Diligent to provide secure, intuitive access to their most time-sensitive and confidential information, ultimately helping them make better decisions. The Diligent Boards (formerly Diligent Boardbooks) solution speeds and simplifies how board materials are produced, delivered and collaborated on via any device, removing the security concerns of doing this by courier, email and file sharing.

Blueprint OneWorld is a global web-based entity management and corporate governance solution, allowing you to access and manage your corporate compliance data 24/7, anytime, anywhere. With more than 25 years of experience, thousands of users worldwide, across every conceivable industry, our client base features many of the largest companies in the world. Our commitment to providing highly secure and integrated solutions is the reason why many FTSE 100, FORTUNE 500, EURONEXT 100, ASX 50 trust us to manage their corporate information to deliver good governance.

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Jordans is now part of Vistra, a leading global player with expert industry knowledge and location specialists in over 46 jurisdictions. Vistra has a deep understanding of the professional worlds of its clients and a proven track record of offering highly tailored solutions, providing the people, processes and products that help its clients get the most from their international business.

Helping International groups improve control/oversight of their overseas entities, consolidate providers, drive efficiency, reduce cost and increase service levels – We provide a global account management team (with a “single point of contact”) to coordinate and monitor all global subsidiary governance activities


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TMF logo

TMF Group is a global services provider, helping companies of all sizes with corporate secretarial, HR and payroll, accounting and tax, international corporate structuring, fund administration and structured finance – whether it’s to expand or streamline existing operations. With operations in more than 80 countries, TMF Group is the global expert that understands local needs

P: 020 7832 4900
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