FoundationGre

Subsididary Governance Forum - Wednesday 14th May

... see details below ...

FGRE’s Forums

The forums provide a programme of continuing professional development for chairs and non executive directors of banking groups. To date participants have been from the following banks: HSBC, Morgan Stanley International, Nationwide, Finantia, Lloyds, Westpac, Goldman Sachs International, J P Morgan Europe, Bank of Ireland, NatWest.

Examples of feedback from participants:

An excellent session, with much relevance for executive directors.- (CEO of a foreign bank)
Particularly helpful to discuss and debate the case study in a small and open group, and to get into the ‘weeds’ of how one would respond in practice. (Company Secretary, EMEA of a major international bank)
A case study is an excellent way of talking round a problem and drawing out other points for discussion. The mix of governance professionals and non-executives works well. (Company Secretary, UK bank)
This forum fills an important role in the professional development of non-executives and also has key relevance for executive directors. (Non-executive director, major US bank)

Subsidiary Governance -

FGRE is currently holding a series of forums on Subsidiary Governance.

Regulatory regimes are increasingly focusing on the status of subsidiaries as discrete legal entities, independent of their parent, needing to be capitalised and with a robust governance structure. Survival and, where survival is not possible, failure independent of the parent are important considerations in regulatory supervision, and recovery and resolution planning. This discrete legal entity status, with a focus on the subsidiary’s governance, is testing the quality and effectiveness of subsidiary NEDs and chairs.

Subsidiary governance can raise complex issues and it embraces a number of components including (i) regulatory challenges and implications, (ii) board composition, dynamics, diversity and effectiveness, (iii) connectivity between subsidiary and parent, covering management of conflicts, escalation and cascade of information, (iv) decision-making authority, and (v) chairmanship and board leadership.

Agenda and Case Study

Before a forum participants receive an Agenda, and a Case Study, together with questions to be addressed, to prepare their contribution to the discussion.

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FGRE Subsidiary Governance Forum

Wednesday 14th May 2025

Location: Slaughter and May, 1 Bunhill Row, EC1Y 8YY

Time: 9.00am for a 9.30 start and finishing at 11.45

Chair: Professor John Mellor – Chair FGRE
Leader: William Fall – Chair, Allied Irish Bank (GB)
Legal Expert:: Jan Putnis – Senior Partner, Slaughter and May

Biographies of the Forum Team

Professor John Mellor - Chair : Professor of Governance in Banking and Finance, former Vice President of Citibank, and Executive Director of Unibank plc. He is an author on governance, and has been an adviser to company boards and government. (See Board Page for complete Biography.)

William Fall – Leader : William Fall is a former CEO International at Bank of America and brings extensive subsidiary executive, chair and NED experience. He is currently chair of Allied Irish Bank (GB), the PRA-regulated subsidiary of the largest bank in Ireland and regulated by the ECB, and chair of Ambac UK Ltd, the international subsidiary of the NYSE-listed US insurance company. He is also currently chair of the risk committee at Citi Global Markets Ltd. William is a previous chair of MUFG Securities EMEA plc.

Jan Putnis - Legal Expert : Jan is a senior partner at Slaughter and May. He is Head of the Financial Regulation Group and co-Head of the Financial Institutions Group. Jan focuses on matters of strategic importance to the boards of banks, investment banks and fintech businesses, with a particular emphasis on regulatory advice. He is a member of various committees including the Financial Markets Law Committee.

Agenda outline

Main headings:

The regulatory environment and implications for subsidiary governance
The relationship between subsidiary and parent
Subsidiary board practice examples
A case study featuring parent subsidiary relationships and managing conflicts of interest as an independent non-executive director.

The Case Study : Participants will receive the case study before the forum, with sufficient background and some questions to be addressed, to prepare for the discussion.

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Topics for the ongoing 2025 Forums

The ongoing subsidiary governance series will include, but not be limited to, the following topics:

Chairmanship of subsidiaries
The Company Secretary role
Subsidiary governance from a main (group) board perspective

April 2025

Forums