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 FCG, Policy & Research Director, The Chartered Governance Institute

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.

Speakers:

David Harrison, Partner, Shoosmiths LLP 

09.55

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.

Moderator:

Mike Fry, Entity Compliance and Governance Global and EMEIA Leader, EY 

Speakers:

Jason Wright, Director, Company Secretary, Barclays Bank PLC

Lauren Brown, Co-Head Group Secretariat, HSBC 

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

10.40 Networking tea and coffee break
11.10

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.

Moderator:

Jonathan Hayward, Director, Independent Audit

Speakers:

Ellie Klonarides, Deputy Company Secretary, Anglo American 

Kim ClearCompany Secretary, TUI GROUP 

Fiona OtikaCompany Secretary, Principal Global Investors Europe Limited 

11.50

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 ButlerClient Service Leader, Citco Global Subsidiary Governance Services 

Liz CampbellCorporate Governance Specialist, LyondellBasell Industries 

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.

Moderator:

Philippa Foster Back CBE FCGDirector, Institute of Business Ethics 

Speakers:

Adam Smith-Anthony, Counsel and Head of Business and Human Rights, Omnia 

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

Steve Kenzie, Executive Director, UN Global Compact Network 

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 borders. This session explores diverse ‘issues’ including data sovereignty, cyber-crime threats and how to cultivate a culture of data compliance across entities.

Speakers:

Duncan Smith, Founder, iCompli 

14.25

Case study: Establishing the right subsidiary governance framework

Halma plc moved from FTSE250 to FTSE100 in 2017 and continues to grow. Rapid growth comes with its own subsidiary management challenges. In this session, we will explore Halma plc’s approach to establishing the right subsidiary governance framework to meet their organisation’s needs and how they are looking to future-proof their framework.

Speakers:

Meera Mehta, Assistant Company Secretary, Halma plc

Kathy-Ann Pearce, Assistant Company Secretary, Halma plc

14.55 Networking tea and coffee break
15.15

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.

Speakers: 

Jason Wright, Director, Company Secretary, Barclays Bank 

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.

Speakers

Nicola King, Managing Director, Teneo 

16.15 Closing remarks from Chair
16.20 Conference close

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


Speakers

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

Lynton qualified, and subsequently practised, as a solicitor with Simmons & Simmons (in London and Abu Dhabi), where he was a corporate finance lawyer. He has also worked in private practice with Macfarlanes (London), Burges Salmon LLP (Bristol) and Arnold Block Liebler (Melbourne, Australia).

Lynton was also formerly Head of Legal (Crop Protection EMEA) at Syngenta AG and Group General Counsel and Company Secretary of QinetiQ Group plc between 2002 and 2011 (which included its IPO in 2006). He is currently Group General Counsel and Company Secretary at TT Electronics plc, a FTSE listed company. In addition to company secretarial matters, his areas of specialisation include M&A, Intellectual Property and Regulatory matters.

Kim Clear, Company Secretary, TUI GROUP

Kim Clear is the Company Secretary at TUI Group, where Kim has responsibility for the secretariat provision for the Northern Region, which includes UK & Ireland, the Nordic countries, Canada and Russia. This is a Broad remit and covers multiple UK and overseas subsidiary entities. Kim also provides governance and company law advice to the Northern region and the German parent company, on UK company law to ensure that the relevant regulatory framework is adhered too.

Kim has nearly 20 years of Company Secretariat experience, starting as a trainee at Whitbread PLC before moving into Asset management as Group Company Secretary of a £1bn Fund. Kim is a Fellow of the ICSA and holds a Master’s degree in Psychology & Health.

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

Philippa began her career in Corporate Treasury and Finance, prior to her appointment as Director of the Institute of Business Ethics in 2001.

In this role, she runs the IBE delivering with the team UK and international advisory work, research and publications, training, and events, all with the purpose of raising awareness and sharing of best practice in business ethics, in line with the IBE’s charitable aims. She speaks widely on business ethics issues, encouraging high standards of business behaviour based on ethical values.

In 2008 she was a member of the Woolf Committee looking at business practices at BAE Systems. She currently sits on the Stakeholder Panel Group of the Financial Reporting Council and is a member of the BEIS/FRC Coalition group looking at Corporate Governance in Large Unlisted Companies.

Her external appointments include the Chartered Institute of Securities and Investment; RAND Europe; Barrier Biotech Ltd. Philippa is also Chairman of the UK Antarctic Place-names Committee.

In 2006 she was awarded the OBE for services to the Ministry of Defence in her capacity as NED and Chair of the Defence Audit Committee. She won the M&S/BITC Sieff Award in 2008. In January 2014 she was awarded the CBE for services to UK Antarctic Heritage. In 2018 she was awarded an Honorary Doctor of Law from University of Warwick.

Jonathan Hayward, Director, Independent Audit

Jonathan is a founder of Independent Audit Limited. The firm was founded in 2002 and is now one of the UK’s leading board reviewers. As well as working with boards, it also provides advice on high-level governance systems such as audit and risk management. Over the years it has worked with about half of the FTSE100 as well as a large number of other organisations of all shapes and sizes, both in the UK and overseas.

Jonathan has been involved in much of the work done by his firm, either as project leader or in a QA capacity. Interesting learning experiences include getting halfway through a board review at Northern Rock before it was prematurely ended owing to unforeseen circumstances and acting as an expert witness for FCA Enforcement in a case involving the governance and risk management of a well-known wealth management firm. Fortunately, he’s also had the opportunity to learn from a large number of clients who do things well.

Before founding Independent Audit he was a financial services partner in Price Waterhouse, where his experience included being one of three partners sent out in 1992 to open the Russian practice. During his three years there the firm grew from 12 to 650 people, but more importantly he also learned cross-country skiing, the approved way to drink vodka and where to take his car for a service (Helsinki).

Jonathan has been a non-executive director of a foreign-owned bank in London and is a regular writer and speaker on corporate governance.”

Steve Kenzie, Executive Director, UN Global Compact Network

Steve has managed the Secretariat of the UN Global Compact Network UK since 2008, providing support for UK-based endorsers of the UN’s corporate sustainability framework.

He was previously a Programme Director at the International Business Leaders Forum (IBLF) leading projects across a wide range of responsible business issue areas. Prior to joining IBLF, Steve was the founder and Managing Director of a successful retail sports equipment business in Canada.

He has a B.Comm from the University of British Columbia and an MSc in Business & Environment from Imperial College London.

Fiona Otika, Company Secretary, Principal Global Investors Europe Limited

Fiona is the Company Secretary for Europe at Principal Global Investors, a subsidiary of Principal Financial Global Inc, a US listed company. She is the Mentoring Coordinator for the Association of Women Chartered Secretaries having retired as President in April 2019.

Fiona has an LLB in Law, is a Fellow of the ICSA and has over 10 years of experience from a number of financial institutions, including: Universities Superannuation Scheme Limited, BNP Paribas Securities Services and Octopus Investments. Her roles have included portfolios of listed and private companies across various jurisdictions.

Jason Wright, Director, Company Secretary, Barclays Bank

Jason joined Barclays on 31 July 2017 as Director, Company Secretary, Barclays Bank PLC, the Non-Ring Fenced Banking entity following Structural Reform. He has responsibility for the Barclays Bank PLC Board and Committees as well as the Barclays subsidiary entity group Secretariat Services Team.

He was previously at Santander UK where he has held the roles of Head of Secretariat and Head of Board Support. Prior to that he was Company Secretary for RBC Europe and Subsidiary Governance Officer for RBC Europe & the Caribbean.

He is a qualified chartered secretary with 20 years’ experience in banking and financial services.

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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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