Subsidiary Governance Summit

Minimising and managing risk in subsidiary governance

Date:

Friday 25 October 2019

Location:

America Square Conference Centre
Cavendish Venues One
17 America Square
Crosswall
London
EC3N 2LB

Prices:

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

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Summary 

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.

 

Programme

TimeProgramme
09.00

Registration, tea/coffee

09.25

Chair’s opening remarks

Peter Swabey FCIS, Policy & Research Director, ICSA

09.30

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.

09.50

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.

Speaker:

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

10.35 Networking tea and coffee break
11.00

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.

11.20

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.

Speaker:

Ellie Klonarides, Deputy Company Secretary, Anglo American 

11.50

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.

12.20

Networking lunch

13.20

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.

Speakers:

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

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

13.55

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.

14.25

Case study: Session reserved for Computershare

14.55 Networking tea and coffee break
15.15

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.

Speakers:

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

Liz Campbell, Corporate Governance Specialist, LyondellBasell Industries 

15.45

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


Speakers

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

Sponsors


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To get in touch, please contact us on:
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T: 0207 192 8200



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.

www.citco.com/global-subsidiary-governance-services


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 minimise risk in an ever increasing regulatory environment.

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Diligent is the pioneer in modern governance. We empower leaders to turn governance into a competitive advantage through unparalleled insight and highly secure, integrated SaaS applications, helping organizations thrive and endure in today’s complex, global landscape. Our trusted, cloud-based applications streamline the day-to-day work of board management and committees, support collaboration and secure information sharing throughout the organization, manage subsidiary and entity data, and deliver the insights and information leaders need to mitigate governance deficits and seize new opportunities.

The largest global network of corporate directors and executives, Diligent is relied on by more than 16,000 organizations and 650,000 leaders in in over 90 countries. With award-winning customer service across the globe, Diligent serves more than 50% of the Fortune 1000, 70% of the FTSE 100, and 65% of the ASX.

Visit www.diligent.com to learn how modern governance helps you outperform your peers and the competition.


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.


As leading providers in the board performance arena we have worked with more than 300 clients, and undertaken board reviews for more than 200 organisations, including a third of the FTSE 100. Many of our clients are listed but we also work with other types of organisation such as non-listed subsidiaries, private companies, pension fund trustee boards, charities and public-sector bodies.

www.independentaudit.com

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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
E: corporate.secretarial@tmf-group.com 
W: www.tmf-group.com 


Vistra is one of the top three corporate service providers with a global presence across 46 jurisdictions, employing 4,300 professionals. Our UK offices are in Bristol, Edinburgh, Reading and London.


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.

www.vistra.com

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