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Subsidiary Governance – Pitfalls & Myth-Busting

Subsidiary governance – traditionally a niche subject – is attracting attention in Boardrooms well beyond Financial Services.

Fidelio sees from Search and Evaluation mandates a much greater focus on the effectiveness and composition of subsidiary Boards.

With this in mind Fidelio recently held a webinar exploring ‘Subsidiary Governance – Pitfalls and Myth-Busting’ with Gillian Karran Cumberlege, Head of Chair Advisory at Fidelio Partners, and Sam Tymms, Managing Director of Promontory Financial Group.

In the webinar we explored the history of subsidiary governance – why since the Financial Crisis regulators have focused their attention on the quality of governance at subsidiary Board level.

Our second theme was myth busting and tackling head on some of the concerns particularly at Group Board level about subsidiary governance in particular relating to:

  • Independence

  • Committee structures

  • Contribution to strategy

  • Trust

And finally, we explored how the regulatory focus on subsidiary governance in the Financial Services sector has spread to other regulated sectors, with at times the regulator exerting influence on the Group Board through the subsidiary. A key purpose of the webinar was to understand why frustration arises with subsidiary governance and how to address this. Our audience of Chairs and Non-Executive Directors from across a range of quoted and private Boards were asked what makes an effective subsidiary Board and answered as follows:

Fidelio would agree that behaviours are a key driver and, supported by clear terms of reference, subsidiary Boards can very much satisfy the requirements of regulators and contribute substantially to the value of the Group.

To view the recording of ‘Subsidiary Governance – Pitfalls and Myth-Busting’, please click here.


To learn more about Fidelio’s approach to “Building Better Boards” through Evaluation, Development and Search, please contact Gillian at


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Gillian - Karran Cumberlege

Head of

Board Advisory

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