FoundationGre

It is with regret that we have to announce the retirement of Professor John Mellor due to ill-health

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FGRE’s Forums

The forums provide a programme of continuing professional development for bank non executive and executive directors, company secretaries and governance officers of banking groups. To date participants have been from the following banks: HSBC Holdings plc, Morgan Stanley International, Nationwide, Finantia, Lloyds, Westpac, Goldman Sachs International, ING Bank, 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 held at Slaughter and May's London offices.

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 directors.

Subsidiary governance can raise complex issues and it embraces a number of components including (i) regulatory challenges and implications, (ii) board composition and culture, 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.

December 2025