Subsidiary Governance Summit

Minimising and managing risk in subsidiary governance


Friday 25 October 2019


America Square Conference Centre
Cavendish Venues One
17 America Square


Non-members: £350 +VAT
Professional subscribers: £310 +VAT
Members: £270 +VAT
Students: £100 +VAT



Managing risk in subsidiaries presents an interesting corporate governance challenge. Legally separate, subsidiaries have their own boards and management teams and are often answerable to regulators in different parts of the world. Yet with companies facing ever increasing domestic and international regulatory and legal pressures, companies cannot afford to underestimate the reputational and financial risks that subsidiaries can bring.

In this one-day summit, we explore the evolving landscape of subsidiary governance and the impact of a range of geopolitical, economic, legal and regulatory issues. We look at how some of the risks associated with subsidiaries can be minimised through effective governance models, and consider the key elements of a strong subsidiary governance framework, among them oversight, auditing and monitoring, board structure and composition. And we discuss some of the key risks facing parent companies with subsidiaries, including ensuring an ethical supply chain, cyber security and dealing with subsidiary governance failure.




Registration, tea/coffee


Chair’s opening remarks

Peter Swabey FCIS, Policy & Research Director, ICSA


Subsidiary Governance: The wider picture

Subsidiaries don’t exist in a vacuum: they operate within an often complex mosaic of laws and regulations, social, political and other factors. In this session we look at some of the latest legal and regulatory changes that have implications for subsidiary governance, including the impact of Brexit. We also consider the wider changing geopolitical and regulatory environment and the potential disruptive risks and new challenges this may bring for UK-based companies and their subsidiaries.


Panel discussion: Balancing centralised control, devolved responsibility and autonomy

If defining responsibilities between parent and subsidiary is a balancing act, what are some of the practical issues that throws up? How to overcome conflicts between the interests of the parent company and subsidiaries? How can company culture adapt across jurisdictions to accommodate differences in language, culture, legal environment and tax laws? And what impact might different countries’ cultural values and behaviours on such things as contracts, corporate hospitality and gift-giving? Our panellists discuss.


Lynton Boardman, Group General Counsel/Company Secretary, TT electronics plc 

10.35 Networking tea and coffee break

A Regulator’s view on subsidiary governance 

We hear directly from a Regulator about how parents and their subsidiaries can improve their compliance and avoid some of the more common mistakes made. We also look at what sanctions are available in cases of corporate failure and examine what parent companies can learn from headline cases of corporate subsidiary failures.


Panel discussion: Building an effective subsidiary board

Subsidiary risk can be greatly reduced by ensuring effective subsidiary board composition. Our panellists discuss what factors influence board composition and the pros and cons of different models including assigning responsibility to subsidiary directors, go-between directors and the oversight of the company secretary. We also look at what constitutes effective recruitment to subsidiary boards, including securing the best mix of talents, providing adequate training, reviewing remuneration and evaluating the board’s strengths and weaknesses.


Ellie Klonarides, Deputy Company Secretary, Anglo American 


Ensuring effective oversight and auditing of subsidiaries

For any organisation, developing a robust system of oversight and auditing is an essential part of building effective governance, managing risk and identifying any areas of weakness. That’s especially the case with subsidiaries, where the 'arm’s length' relationship means problems can escalate 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.


Networking lunch


Panel discussion: The ethical supply chain

Companies today are legally obliged to report not just on their financials but on a range of non-financial issues, too – anything from modern slavery to employee engagement, carbon reporting and many points in-between. With stakeholders likewise raising their expectations when it comes to corporate disclosure on environmental and social issues, companies are under increasing pressure to develop and monitor a shared environmental, social, and governance vision across their subsidiaries, and manage any risks to ensure a sustainable supply chain. Our panellists discuss.


Chloe Cranston, Business and Human Rights Manager, Anti-Slavery International 

Philippa Foster Back CBE FCIS, Director, Institute of Business Ethics 


Panel discussion: Cyber security and data protection

Data governance is a particular challenge for parent companies and their subsidiaries. This session looks at the latest developments in data regulation in the UK and internationally that may impact upon subsidiaries, including the implications of GDPR after Brexit and the protection of data across border. Our panellists explore the meaning of data sovereignty, the types of cyber crime to which subsidiaries may be at risk, and how to cultivate a culture of cyber security and data protection across different entities.


Case study: Session reserved for Computershare

14.55 Networking tea and coffee break

Case study: Integrating subsidiaries after M&A

What does subsidiary governance look like on the ground? LyondellBasell Industries is a multinational chemical company incorporated in the Netherlands and with operations in the US and UK. In late 2018, it acquired A. Schulman, Inc., a global supplier of plastic compounds, composites and powders, and since then has been working on integrating Schulman into the group. In this case study, we reflect upon the key risk factors involved during integration, and examine how due diligence is performed on new acquisitions.


Chris Butler, Client Service Leader, Citco Global Subsidiary Governance Services 

Liz Campbell, Corporate Governance Specialist, LyondellBasell Industries 


Subsidiaries and crisis management

Managing a large group of entities is a complex business, and it’s not a matter of ‘if’ a subsidiary-related crisis will occur but ‘when’. In this session we explore how to develop a crisis response plan, manage PR and communications, and respond in a timely and effective matter. We consider the benefits of rehearsing crisis scenarios at board level and discuss how to manage the aftermath of a crisis, rebuild trust and embed lessons learnt across the company.

16.15 Closing remarks from Chair
16.20 Conference close

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


Chloe Cranston, Business and Human Rights Manager, Anti-Slavery International 

Chris Butler, Client Service Leader, Citco Global Subsidiary Governance Services 

Ellie Klonarides, Deputy Company Secretary, Anglo American 

Liz Campbell, Corporate Governance Specialist, LyondellBasell Industries 

Lynton Boardman, Group General Counsel/Company Secretary, TT electronics plc 

Peter Swabey, Policy and Research Director, The Chartered Governance Institute

Philippa Foster Back CBE FCIS, Director, Institute of Business Ethics


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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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Independent Audit are leading specialists in governance, risk and assurance. We help clients understand and improve the effectiveness of their governance, including review of the board and its committees, internal and external audit, and risk governance.

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Vistra Corporate Law offers corporate and commercial legal support to meet your exact requirements - from Corporate Law, Commercial Law, Employment Law, Legal Compliance, Specialist Corporate Governance and Director Training.

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