Subsidiary governance has moved from an emerging area to one of increased global focus. Parent company boards must find the right balance between the parent company’s need to set group strategy and coordinate group oversight, while respecting the legal duties of subsidiary directors. As businesses become more complex, a thoughtful and effective subsidiary governance framework is critical.

Join some of the leading practitioners and academics from across the United States and Canada for this important one day
event, and learn more about how to build an effective subsidiary governance framework in your organization.

Venue:


The Princeton Club New York
15 West 43rd Street, New York NY 10036
Steps away from Grand Central Station, Times Square, and Broadway.
212.596.1200

Thursday October 11, 2018

Sponsored by:


Audience:

Corporate Secretaries and governance professionals, Board members and board advisors, Accounting firms, Advisory firms, Law firms, Not for profit, Government agencies.

Pricing:

  • GPC Members: $595 (USD)
  • GPC Members Webinar: $495 (USD)
  • Society for Corporate Governance Members: $595 (USD)
  • Society for Corporate Governance Members WEBINAR: $495 (USD)
  • Non-Members: $695 (USD)
  • Non-Members WEBINAR: $595 (USD)
*Financial Aid available for Attorneys.
Contact albert.orellana@gpcanada.org for details and guidelines.

Before you Register:

Agenda:

8:00 am – 8:50 am
Registration begins, continental breakfast served

8:50 am – 9:00 am
Opening remarks
Lynn Beauregard, President, Governance Professionals of Canada; Neil Puddicombe, Associate General Counsel and Director of Bank Board Governance, BMO Financial Group

9:00 am – 10:00 am
Session 1: How do Parent Boards Oversee the Organization Chart, Activities of their Subsidiaries and Manage Foreign Subsidiary

Engage in a conversation with seasoned professionals on topics such as: how can an organization control the creation and dissolution of their subsidiaries and implement organizational strategy, policies and procedures downstream.

Speakers: Jennifer Bennett, Managing Director & Associate General Counsel, Office of the Corporate Secretary, Bank of America Corporation; Nicole Napolitano Willis, Company Secretary and General Counsel, Corporate Governance, Willis Towers Watson; Jeremy Trickett, SVP, Chief Governance Officer & Corporate Secretary, Great-West Lifeco Inc


10:00 am – 11:00 am
Session 2: Creating a Subsidiary Governance Framework – Where to start and what should you include?

Every organization that has subsidiaries should have a subsidiary governance framework; but where do you begin? The panel will discuss what should be in a subsidiary governance framework, choosing between centralized versus de-centralized subsidiary governance models, assessing the complexity of subsidiary needs, selecting directors and officers, and putting pen to paper.

Moderator: Neil Puddicombe, Associate General Counsel and Director of Bank Board Governance, BMO Financial Group

Speakers: Holly Youngwood, Managing Director and associate General Counsel, JP Morgan Chase & Co; John Muller, Associate General Counsel, Bank of America, and Head of Americas Subsidiary Governance

11:00 am - 12:00pm
Session 3: Discussion with a Subsidiary Chair – why is good subsidiary governance important and what role does the Corporate Secretary play?

Ms. Howard will provide an independent director’s perspective on why subsidiary governance is important; how a governance professional best can support the Board; best practices in board presentations; and alignment between subsidiary boards and the parent company.

Moderator: Colleen Hennessy, Associate General Counsel and Director of Subsidiary Governance (U.S.), BMO Financial Group

Speaker: Bonnie Howard, Retired Chief Auditor and Global Head of Emerging Risk, Citigroup; Independent director- Assured Guaranty Ltd, Artisan Partners Funds, STRIVE International

12:00 pm – 1:00 pm
Lunch

1:00 pm – 2:00 pm
Session 4: Creating a Culture of Ethics, Environmental and Social Governance at the Subsidiary Level

Your organization may talk the ESG talk, but does it walk the ESG walk? Learn how to implement and embed ESG best practices throughout subsidiary structures.

Moderator: Stephen L. Brown, Senior Advisor, Board Leadership Center, KPMG

Speakers: Marjorie Pierre-Merritt, VP and Assistant Corporate Secretary, TIAA; Charles T. Canfield, Principal Corporate Governance Officer, IFC Corporate Governance Group


2:00 pm – 3:00 pm
Session 5: Officer Duties, the Corporate Veil and Preserving Privilege In Minutes

Join leading governance experts in a discussion on what is likely the most difficult issue in the world of subsidiary
governance – preserving the corporate veil. Topics include emerging trends in director and officer liability through the case law and new regulations, and how can you maintain legal privilege to protect the board.

Moderator: Poonam Puri, Professor, Osgoode Hall Law School

Speakers: Scott Fisher, Partner, Davies LLP NY;  John Martin, Partner, Chapman & Cutler

3:00 pm – 4:00 pm
Session 6: Grab Bag


How can management boards be independent? What are the pros and cons of adopting a Board Portal or a centralized data management system? This is your opportunity to discuss with your peers those subsidiary governance issues that keep you up at night. No problem is too big or too small!

Moderator: David Chernin, Director of Customer Success, Diligent

Speakers: Colleen Hennessy, Associate General Counsel and Director of Subsidiary Governance (U.S.), BMO Financial Group; Jennifer Bennett, Managing Director & Associate General Counsel, Office of the Corporate Secretary, Bank of America Corporation

4:00 pm
Closing remarks

Neil Puddicombe, Associate General Counsel and Director of Bank Board Governance, BMO Financial Group


NOT A Member Yet?        Join us


Official Partner of GPC

Governance Professionals of Canada - 21 St. Clair Avenue East, Suite 802, Toronto, ON M4T 1L9
TEL: (416) 921-5449/1-800-774-2850 | FAX (416) 967-6320 | info@gpcanada.org |www.gpcanada.org 

© 2016 Governance Professionals of Canada

Terms of Use   |   Contact

Powered by Wild Apricot Membership Software