Subsidiary Governance: A Critical Tool for Risk Management

Among the many hard lessons of Worldcom, Enron and the global financial crisis of 2008 was that, as businesses become more complex, a thoughtful and effective subsidiary governance framework is critical. 

Parent company boards must finds ways to exercise effective oversight over the company’s subsidiaries.  Subsidiary networks can be composed of a few domestic companies or thousands of entities in dozens of jurisdictions. Subsidiaries themselves can be as simple as a special purpose financing vehicle or as complex as regulated, client facing entities with multiple revenue streams. Unlike their public company parents that are subject to stringent continuous disclosure requirements, subsidiaries are opaque and do not lend themselves easily to scrutiny.  In addition, companies 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.

Subsidiary governance has moved from an emerging area to one of increased global focus. Courts worldwide are demonstrating a willingness to entertain the idea of piercing the corporate veil for an evolving tort of human rights abuse.  Regulators are showing an increasing interest in parent company accountability and management liability for subsidiary oversight.  Companies must find ways to ingrain ethical standards and an environmental and social governance conscience throughout multi-faceted enterprises.

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

Presenters will include:

Professor Poonam Puri, Osgoode Hall Law School;

Charles Canfield, Principal Corporate Governance Officer, International Finance Corporation;

Bindu Dhaliwal, Director, Environmental and Social Governance, BMO Financial Group;

Brigitte Catellier, Vice-President and Corporate Secretary, Sunlife Financial;

Neil Puddicombe, Director of Subsidiary Governance (Canada and International), BMO Financial Group;

Jennifer Bennett, Managing Director & Associate General Counsel, Office of the Corporate Secretary, Bank of America Corporation

Barry Cooper, Chairman, BMO Global Asset Management

Dana Easthope, Former Corporate Secretary, Barrick Gold

David Masse, Principal, Governance View

Anna Tudela, Acc. Dir., VP, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc.

Barbara Muir, Deputy General Counsel & Senior Vice President Corporate Affairs & Corporate Secretary

Trevor Vale, Senior Vice President of Sales, Americas, Diligent Corporation

Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP

Who should attend: This one day conference will be of interest to you if you are a:

• general counsel of a parent company  with subsidiaries
• legal counsel to a subsidiary entity,
• compliance officer in a multi-entity organization,
• executive on the board of a subsidiary company,
• corporate secretary of a parent or subsidiary board,
• comptroller or CFO responsible for inter-company transfers,
• accountant responsible for tax planning, or
• internal or external auditor reviewing the internal controls of a multi-layered enterprise.

This training activity has been approved by The Law Society of Saskatchewan for 6.5 hours of continuing professional development and The Law Society of British Columbia for 6 hours of continuing professional development.

Event Sponsor: