Online course - Practical governance for subsidiary companies

Introduction and presentation of the headline challenges of being a subsidiary director

Being a director nominated by a shareholder

• Fiduciary duty vs who can sue you

• Whose money are you overseeing?

• The legal principle of unfettered decision-making

• Confidentiality & information flow

• How to react as a Subsidiary Director

• Whose strategy are you overseeing?

• The Rozenblum precedent

Break-out : preparing a susidiary Director's response to 4 scenarios

Objectivity on a Subsidiary Board 

• What to be conscious of as a Director

• The case for independent Directors on the Board

• The practical reality of independenct Directors?

• Alternative solutions to getting objectivity onto the Board of a Subsidiary

Break-out: a case study to prepare solutions to a Subsidiary Board case study 

Strategy & risk of a subsidiary

• Who has responsibility for strategy and risk appetite? Theory vs practice

• Exercising shareholder control whilst encouraging subsidiary entrepreneurship & innovation

• Dealing with the difference of interests between shareholder and subsidiary: obligations and practicalities

• Risk: subsidiary vs branch

• The role of group internal & external audits, limitations of their work: consequences for subsidiary directors.

• Practical oversight of related party transactions between shareholder and subsidiary

Questions & answers

Transactions between the Subsidiary and the group

• Optimal financing.

• Tax planning with other group companies

• Dividends

• What questions should a Subsidiary Director be asking?

Break-out to prepare Director responses to group transaction issues. 

Remuneration & evaluation of subsidiary management

• The authority of the Subsidiary Board over the Subsidiary CEO

• Objective & remuneration vs motivation

• Hire & fire authority

• Evaluation of management

Break-out to prepare responses to a case study 

Guest speaker Michael Schweiger, Corporate Governance Advisor, Loyens & Loeff  talking on the issues of being a director of a subsidiary

Questions & answers / close