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

Summary 

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.

Programme

TimeProgramme
09.00 Registration and tea/coffee
09.25

Introduction from the chair

Peter Swabey FCIS, Policy & Research Director, ICSA

09.30

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

10.00

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

10.30

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

11.00

Tea and coffee

11.30

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

12.10

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

12.40

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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