Subsidiary Governance

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?

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