FoundationGre

FGRE’s Bespoke Seminars

FGRE’s objective is to stimulate professional development of chairs and NEDs of banking subsidiaries by harnessing the experience of senior banking board directors in bespoke seminars, conducted under the Chatham House Rule of confidentiality. This allows the free flowing exchange of views, questions and discussion and at the same time, by limiting the number of attendees to 8, the opportunity for participation is assured. A senior chair or NED with wide experience of banking governance assumes the role of seminar leader, and the topics comprising his/her introduction are first agreed with John Mellor. A legal perspective is provided by a senior lawyer and adviser to bank boards on legal and regulatory matters, and the seminars are chaired by John Mellor. The seminars are forward-looking and focus on generic topics addressing challenges confronting NEDs and chairs from a practical perspective.

The seminars will provide a programme of continuing professional development for subsidiary chairs and other subsidiary directors. 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 banking subsidiaries.
NEDs of banking subsidiaries with some experience but in the early stages of their careers, e.g. 1-3 years.

An agenda precedes each seminar covering selected topics. Afterwards a non-attributable record of the main points of the discussion, together with conclusions written up by the Chair, is distributed to participants only for their review and feedback. Their responses, and the evolving input from the seminars, are to be compiled into a series of papers for viewing by participants alone to aid their continuing professional development.

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.

FGRE aims, therefore, to address subsidiary governance as a whole in a programme of seminars in 2024 and beyond, responding to an evolving scene, and reflecting in part the input and feedback from previous participants. The ongoing programme is set out below.

Attendance Fee - The fee for attendance is £2,000, to be paid to FGRE in advance to secure a place on a seminar. In the event of a cancellation a place will be offered on the next seminar.

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FGRE Subsidiary Governance Seminar

in the present series

Thursday 28th November 2024

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 : (Bio: see Board Page)
Leader: William Fall – Chair, Allied Irish Bank (GB)
Legal Expert:: Jan Putnis – Senior Partner, Slaughter and May

The Agenda will be published shortly.

Biographies

William Fall – Seminar 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.

FGRE 2025 Seminars

in the Subsidiary Governance series

TOPICS

For 2025, the seminars 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

October 2024

Seminars