Subsidiary Governance Summit: Creating a Sustainable Future


Programme

Programme

Subsidiary Governance Summit, Thursday 10 December 2020

TimeProgramme
08.30

Pre-event themed table discussions

Join one of our subsidiary governance themed discussions and start networking with your peers. Round table discussion topics will be announced in advance of the event, and you will be able to register for the topic you find most relevant to you.

09.25

Welcome and keynote address

The Chartered Governance Institute

09.30

The keys to good subsidiary governance

The global pandemic has highlighted the importance of having a good subsidiary governance structure in place. Companies have had to adapt to numerous local regulations and handle stakeholders’ expectations. This, in turn, has raised legal and corporate governance issues at the subsidiary level, which must balance the needs of two separate entities. Our panelists discuss their experiences, the challenges faced, and the solutions developed to reshape and consolidate their best practice in this new global landscape. 

Moderator:  
Mimi Ajibadé, Assistant Group Company Secretary, All3Media

Speakers: 
Ibiyemi Ifederu, Senior Legal Counsel, Company Secretary, Orange Brand Service Limited  
Meenakshi Gupta, Company Secretary, Accor India 

 

10.05

Q&A

10.15

Section 172, an elevator to better practice

Section 172 of the Companies Act is for some companies a tick boxing exercise, for others a challenge. How can governance professionals ensure they gather the right information to demonstrate how the directors of the subsidiary are carrying out their duties both to their stakeholders and to the company’s culture and strategy? In this session, we examine how one company has implemented s. 172, introduced new processes to support good disclosure and increase the focus on long term decision making.

Moderator:
Stephen Page, Head of EMEA Board Engagement, Nasdaq Centre

Speaker:
Karina Bye, Company Secretary, Aviva Investors, UK Life & Pensions and UK General Insurance at Aviva

10.45

Q&A

10.55

Networking break and themed table discussions

11.25

Reflection room: discussing your s. 172's best practice 

Each subsidiary has had a different experience when implementing s. 172. Join a discussion around the themes that arose from the previous session, in smaller virtual breakout rooms.

11.50

Case study: Worldpay, an integrated company 

Worldpay Group plc was an FTSE 100 multinational company with subsidiary entities around the world. It was acquired by Vantiv and subsequently by its now parent, FIS, becoming, in turn, a subsidiary of both companies. This case study showcases many of the risks a merger and acquisition carries: regulatory considerations, integration and layering of control, to name a few. We hear the subsidiary perspective on the challenges and outcomes of cross-border mergers and reflect on how delegates can plan a future mergers and acquisitions with due diligence.

Speaker:
Cerian Tahany, Senior Management Corporate Governance, Worldpay

12.20

Q&A

12.30 Networking and themed round table discussions
13.30

Ethical supply chain: a dual responsibility

The responsibility of a parent company for the actions of its subsidiaries is a governance dilemma too great to be ignored. In March 2020, the UK Government released its first modern slavery statement, while at the same time, the COVID-19 pandemic amplified the call-out to homogenise social governance policies. Our panellists discuss the importance of subsidiaries of creating an ethical supply chain and minimising the risk of financial and reputational damage to their parent bodies further down the line.

Moderator: Colleen Theron, Director, Ardea International

Speaker:
Malcolm Guy, Managing Director, The Reassurance Network

14.00

Q&A

14.10

Stretch break

14.20

Creating a robust framework: a challenging task

If subsidiary governance has a primary aim, it must surely be to minimise the risk of reputational damage or financial penalty in a highly regulated environment. As a separate entity, how can a subsidiary find the right balance of control to avoid conflict of interest from the directors sitting on both boards? How can entities ensure the continuity of good governance throughout the subsidiaries of the group? Our panellists discuss these fundamental questions about what constitutes effective subsidiary governance.

Speaker:
Barbara Wallace, Head of Policy and Subsidiary Governance, Royal Bank of Scotland Group Plc

15.00

Q&A

15.10

Case study: resillience in times of pandemic

The COVID-19 pandemic has tested organisations across the world. A variety of challenges specific to subsidiaries - such as local regulations, stakeholders’ expectations and the place of the subsidiary within the organisation - have all had to be considered. In this case study, our subsidiary governance professional looks at how these challenges – including the reputational and financial risks faced by the subsidiary and its parent – have been addressed and reflects upon what the future holds.

Speaker:
Jessica Haynes, Corporate Governance Manager, Rolls-Royce

15.45

Closing remarks, conference closes

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

Date:

Thursday 10 December 2020

Location:

Virtual

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