Forums

FGRE’s Bespoke Forums

FGRE’s objective is to stimulate professional development of chairs and NEDs of banks by harnessing the experience of senior banking directors in bespoke seminars, conducted under the Chatham House Rule of confidentiality. This facilitates the free exchange of views and,, by limiting the number of attendees to 10, the opportunity for learning and participation is assured. The forums are chaired by Professor John Mellor and a senior chair or NED with wide experience of banking governance assumes the role of seminar leader. A legal perspective is provided by a senior lawyer and adviser to bank boards on legal and regulatory matters. The forums are forward-looking and, with the support of case-studies, focus on generic topics addressing issues confronting NEDs and chairs from a practical perspective.

The forums provide a programme of continuing professional development for chairs and non-executive directors of banking groups. The most relevant cohorts are:

  • Executive directors with some prior board experience, e.g. CEOs, CFOs, COOs, who serve or are contemplating serving on a subsidiary board in a banking group.
  • Recently appointed or about to be appointed NEDs of banks.
  • NEDs with some experience but in the early stages of their careers, e.g. 1-3 years.

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.

Case-study

In addition to the Agenda, participants receive an outline of a case-study to consider in preparation for the session.

Post-forum

Feedback from participants is welcomed and input from the forums will, over time, be compiled into a series of papers.

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FGRE Subsidiary Governance Forum

Thursday 6th February 2025

Location: Slaughter and May, 1 Bunhill Row, EC1Y 8YY
Time: 9.00am for a 9.30 start. and finishing at 11.30 
  • Chair:                    Professor John Mellor – Chair FGRE : (Biography: see Board Page)
  • Leader:                 William Fall – Chair, Allied Irish Bank (GB) 
  • Legal Expert::      Jan Putnis – Senior Partner, Slaughter and May 
Biographies of the Forum Team
William Fall – ForumLeader : 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.

 FGRE  2025  Forums

TOPICS

The ongoing programme of forums will include, but not be limited to,the following topics:

  • Chairmanship of subsidiaries:
    1. the components of subsidiary chairmanship
    2. relationship with the NEDs
    3. relationship with the main (group) board
    4. board culture and dynamics
    5. working with the Company Secretary
    6. relationship with regulators 
  • The Company Secretary role: 
    1. its key role in governance
    2. relationship with the chair and NEDs 
  • Subsidiary governance from a main (group) board perspective: 
    1. ensuring from the top clarity of vision, purpose, values and strategy
    2. establishing constructive relationships between main (group) board and subsidiary directors
    3. maintaining parent-subsidiary connectivity
    4. separation of powers between the main (group) board and the subsidiary board
    5. identification and management of potential conflicts of interest for directors who serve on the main (group) board and the subsidiary board 
  • Responding and managing in times of crisis with examples of process and outcomes

November 2024

 

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