Skip to content

2 October, 2023

Subscribe Advertise About Us
  • My Account
  • Register
  • Log In
  • Log Out

Board Agenda

  • Governance
  • Strategy
  • Risk
  • Ethics
  • News
    • Categories

      • View All
      • Board Moves
    • auckland calling

      News round-up: this week in governance

      Auckland calling auditors; why ESG ratings matter; Victoria carpets’ ‘qualified’ audit; ethics and oligarchs; US...

    • pwc australia Review reveals leadership failure at PwC Australia

      Investigation into confidentiality leak finds ‘excessive’ power at the top and says poor decisions added...

    • board control Are boards losing control?

      We need to ensure that regulations do not inappropriately reduce a board’s ability to take...

  • Insight
    • Categories

      • View all
      • Governance
      • Strategy
      • Risk
      • Ethics
      • Board Expertise
      • finance
      • Technology
    • sustainability into finance

      How to integrate sustainability into financial decision-making

      Proactive leadership and board commitment are essential to transform notions of sustainability into fiscally viable...

    • reporting requirements

      Don’t let reporting requirements lead to boilerplate disclosures

      We must balance the need for disclosure of non-financial information so that it is sufficient,...

    • policy on human rights

      Why you need a policy on human rights

      As well as being the right thing to do, this element of a sustainable business...

  • Comment
      • View all
    • board control

      Are boards losing control?

      We need to ensure that regulations do not inappropriately reduce a board’s ability to take...

    • reporting requirements Don’t let reporting requirements lead to boilerplate disclosures

      We must balance the need for disclosure of non-financial information so that it is sufficient,...

    • CEO talent Can high CEO turnover boost gender equality?

      The trend for boards favouring internal pipelines for CEO succession creates an opportunity to nurture...

  • Interviews
      • View All Interviews
      • Podcasts
      • Webinars
    • helle bank jorgensen Helle Bank Jørgensen on governance, ESG and how board directors can become stewards of the future

      In spite of ESG toxicity in the US, she remains optimistic that companies are working...

    • information resilience IT transformation sees boards moving to ‘continuous’ management

      Data analytics available on demand requires a resilient—and selective—approach to sharing information, a webinar panel...

    • life sciences podcast Reform of NHS levy ‘harms UK competitiveness’

      Boards in the pharmaceutical and life sciences sector face increasingly difficult decisions, according to a...

  • Careers
      • View all
      • Selection
      • Board Moves
    • CEO talent Can high CEO turnover boost gender equality?

      The trend for boards favouring internal pipelines for CEO succession creates an opportunity to nurture...

    • Starbucks sign outside shop in Warsaw, Poland DEI policies are targets for litigation, warns US lawyer

      Right-wing activists will continue to sue corporates over diversity, equity and inclusion policies they perceive...

    • CEO churn CEO churn is highest since 2019

      Chief executive appointments in the FTSE 100 are also up—but only 27% of incoming CEOs...

  • Resource Centre
      • White Paper Downloads
      • Book Reviews
      • Corporate & Advisory Services
    • ciia risk in focus

      Risk in Focus 2024: Hot topics for internal auditors

      Risk in Focus 2024 surveyed chief audit executives on their key challenges: geopolitical uncertainty and cybersecurity...

    • G20/OECD Principles of Corporate Governance 2023 cover

      G20/OECD Principles of Corporate Governance 2023

      The G20/OECD principles help policy makers improve the regulatory and institutional framework for corporate governance.

    • stakeholder engagement

      Director Reference Guide: Stakeholder engagement

      Board Agenda's 'Director Reference Guide' for boards on building an honest and trust-based relationship with...

  • Events
  • Search by topic
    • Governance
    • Strategy
    • Risk
    • Ethics
    • Regulation
    • ESG
    • Investor Relations
    • Selection
    • Board Expertise
    • finance
    • Technology

Subsidiaries under scrutiny

by Brainloop Brainloop SPONSORED

In an era of tightening regulation and increased shareholder scrutiny, boards are increasing oversight of their satellite companies to ensure they operate within robust frameworks.

Image: Shutterstock

As regulators, investors and wider stakeholders increase their demands for companies to improve governance and compliance standards, subsidiary boards of large organisations are coming under scrutiny as well as directors at headquarters.

The shift in focus comes with the tightening of corporate governance regulation, following the 2008 financial crisis. Parent companies, particularly big multinationals with complex operating group structures, are seen by regulators to be particularly in need of a robust governance framework across their subsidiaries.

Directors are responsible for the actions of their companies and subsidiaries around the world and must comply with local and international legal and regulatory requirements in multiple jurisdictions. A lack of global harmonisation on regulation and legislation makes this a particularly difficult task in large, sprawling groups.

Subsidiary governance has been an unappreciated risk in the past, but parent organisations are attempting to gain better oversight of affiliate boards and to ensure they have good governance in place instead of hoping for a trickle-down effect from the main board. Adopting this approach before a problem blows up into a crisis in part of a widespread business—whether regional, global, government-owned, private or quoted—can prevent costly reputational and financial damage.

Subsidiary governance has been an unappreciated risk in the past, but parent organisations are attempting to gain better oversight of affiliate boards and to ensure they have good governance in place instead of hoping for a trickle-down effect from the main board.

An accounting scandal at BT Italia, a subsidiary of the UK telecoms group, blew up in 2017, revealing malpractice such as false invoicing and off-balance sheet loans. In the same year, Tesco, the UK retailer, was fined by the Serious Fraud Office and the FCA for accounting fraud at its subsidiary, Tesco Stores Ltd, which dated back to 2014. The retailer also had to pay compensation to investors for overstating profits.

Brexit

A strong governance framework across subsidiaries is particularly important at a time when the UK is poised to leave the European Union on 29 March 2019. The extent to which UK companies will have to comply with EU regulations in order to trade is still unclear and the final details in any exit deal will affect a raft of issues from human rights to labour laws, environmental standards and money laundering.

Although, in the past, UK governance has led the way in many countries, breaking away from decades of EU regulation and corporate governance—such as the Shareholder Rights Directive—could present new challenges and risks for companies and their subsidiaries.

Organisations need to be diligent to ensure that in a post-Brexit environment their governance at parent and subsidiary level is at least as robust as the current one.

Balancing act

Companies that want to ensure an effective global subsidiary governance framework face lots of challenges. Parent company oversight of subsidiary boards is a difficult task as the balance between centralised control, devolved responsibility or autonomy varies enormously depending on whether the subsidiary is partly or wholly owned by the parent, and also on the structure of the legal entity. Balancing parent group needs and subsidiary independence involves fine-tuning and often needs adjusting.

Working out who is responsible for what, avoiding overlaps or unwanted interference is equally demanding. While the main board sets the objectives, values and culture in the organisation’s strategy for the subsidiary board to follow, it is down to the latter to achieve them.

Directors on parent boards and subsidiaries

Some parent organisations assign responsibility of subsidiary governance to a company secretary, senior executive or a subsidiary governance officer. Others prefer to appoint one or more go-between directors on parent and subsidiary boards to encourage better understanding of the objectives and needs of both and to share viewpoints.

Common directors are a good way to get across strategy, cultural values and behaviour that affect decision-making at subsidiary level. Culture varies hugely across countries on practices such as commissions for contracts, corporate hospitality and gift-giving.

Board composition

One of the best routes to building a good subsidiary governance framework is to make sure high-calibre directors are on the board. The task of securing the best mix of talent is as important at subsidiaries as at main boards, and finding a diverse mix of people with the right skill sets and backgrounds can often be time-consuming and expensive. A regular review of board composition to maintain a healthy balance is an important part of the process. If the subsidiary board is large enough, a director with a strong governance background is a useful addition.

The recruitment process must be transparent for all parties with clear descriptions of job roles. “First-rate directors with the right experience and skills are a vital part of building good governance at subsidiary boards,” says Thomas Deutschmann, CEO of Brainloop, a board portal provider.

Regular training for subsidiary directors on best practice governance and an induction programme for new appointments are also practical measures.

Communication flows

Good, frequent communication lines between a subsidiary and parent at board, management and operating levels are an essential part of building effective governance. Timely, comprehensive information exchange helps ensure objectives, problems and potential risk areas are shared, discussed and worked through. Good information flow enables subsidiary board members to ask the right questions to the main board and parent management and builds up their involvement in the main organisation. This is particularly important for subsidiary non-executives. Clear communication also helps avoid misunderstanding and error, and maintains a close relationship between headquarters and subsidiary boards.

Strengthening governance to mitigate subsidiary and, ultimately, parent group risk, is moving up the agenda at all levels and is becoming an essential part of overall best practice.

As regulators demand more information and accountability from companies and their subsidiaries, transparent data trails are becoming increasingly important. Some companies are turning to board portals where current and historic documents can be stored and shared easily, and board agendas, minutes and decision-making—past and present—are clearly laid out. “Digital board portals are useful for tracking information flows and changes between parent groups and subsidiaries and for a transparent audit trail. Platforms can manage data securely and support compliance and governance policies,” says Deutschmann.

Parent group shareholders increasingly want to see transparent information on subsidiary activities and decision-making.

Subsidiary board evaluation

Experts advise that subsidiary boards and their committees need to be evaluated in the same way and as often as those of parent organisations. The UK Corporate Governance Code recommends that FTSE 350 companies carry out external evaluations at least every three years and internal ones on an annual basis. Following this procedure helps parent organisations to understand whether subsidiary board governance complies at an international level.

Thorough, objective evaluation, both internal or external, is key to improving director performance. Feedback on the strengths and weaknesses of directors provides a learning curve for members who are keen to raise their game and, crucially, gives the parent some understanding of the effectiveness of the affiliate unit. Such reviews can be a litmus test for parent organisations to identify weak areas before problems bubble up at the subsidiary.

Savvy parent organisations also evaluate the audit committee regularly to determine the quality of work on risk, audit and internal control, knowing that scrutiny leaves them less exposed to risk.

Strengthening governance to mitigate subsidiary and, ultimately, parent group risk, is moving up the agenda at all levels and is becoming an essential part of overall best practice.

This article has been prepared in collaboration with Brainloop, a supporter of Board Agenda.

  • Facebook
  • Twitter
  • Google+
  • LinkedIn
  • Mail

Related Posts

  • Executive pay, sustainability KPIs and the climate crisis
    December 1, 2021
    CSO with green tie and leaf in his top pocket

    Linking KPIs to sustainability targets results in complexity. A focus on corporate purpose is a better way to tackle climate change.

  • Steps for a smooth and successful CEO transition
    January 18, 2022
    New CEO sitting in his office

    A succession plan is only the start: an effective CEO transition requires clear KPIs, objective assessment and ongoing board support.

  • Companies must put equality at the heart of the race to zero
    November 10, 2021
    Trees reflected in buildings

    Singular pursuit of net-zero by 2050 could exacerbate inequality and derail our chances of a climate-resilient future.

  • Battle of the boards: risk, ESG and two-tier board structures
    April 22, 2022
    Board risk meeting

    There is an inherent conflict of interest between main and executive boards, with two different time horizons and two different risk impacts.

For thoughtful journalism, expert insights on corporate governance and an extensive library of reports, guides and tools to help boards and directors navigate the complexities of their roles, subscribe to Board Agenda

Search


Sign up to our Newsletter

Receive independent news, thoughtful journalism & expert insights about leadership, corporate governance & key boardroom issues straight to your inbox every week.

SIGN UP

Follow Us


 

 

 

Most Popular

  • News round-up: this week in governance
  • Are boards losing control?
  • Labour commits to audit reform legislation
  • Boards on their ESG journey still have some way to go
  • What’s a company for? An answer from Ancient Greece

Featured Partner Profile

Diligent

Diligent

Diligent Corporation, which was founded in 2001, is headquartered in New York, NY with a European HQ in London. Diligent’s modern governance platform empowers leaders and teams at every level of the organisation to digitally transform and create ...

Featured Partner Resources

Leadership ESG

Leadership in ESG Integration: a study into UK board oversight, implementation and disclosure

This research report is based on detailed response...
The Engagement Appeal: The Path to Inclusive Investor Engagement

The Engagement Appeal: The Path to Inclusive Investor Engagement

This is the inaugural white paper from The Engagem...
Mazars c-suite 2023

Mazars C-suite barometer 2023

The Mazars C-suite barometer is based on responses...

Stakeholder Engagement: A Roadmap for UK Plc Boards

This guide aims to provide directors and their col...

Digital Boards: How Technology Adoption is Driving Culture Change and Resiliency

Digital tools proved their worth to boards during ...
Leadership in AI report

Leadership in AI

This report from Board Agenda and Mazars, in assoc...

A Director's Guide to Conducting Internal Investigations

An internal investigation must be handled meticulo...
 

ADVERTISE – FREE CORPORATE LISTING

FREE - Add your company profile to our Corporate & Advisory Directory.
ADD

ADVERTISE – PROMOTE YOUR REPORTS & WHITEPAPERS

FREE - Add your company profile to our Corporate & Advisory Directory.
Add Resource

Register Free

Register to receive free article views, selected resource downloads, and all the latest news alerts straight to your inbox. Register


  • Editors & Contributors
  • Editorial Advisory Board
  • Corporate & Advisory Services
  • Media Marketing Solutions
  • Contact Us
  • Careers
  • Board Director Network
  • Terms & Conditions
  • Privacy Policy
  • Cookies
  • Sitemap
|