Corporate Governance of Subsidiaries: Emerging Risks and Best Practices

Unraveling the Subsidiary Board's Roles and Responsibilities, Interplay With Parent Board, Liability Risks, and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, August 1, 2017

Recorded event now available

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Program Materials

This CLE webinar will examine the corporate governance challenges facing boards of corporations that are subsidiaries of parent companies. The panel will discuss best practices for addressing subsidiary board composition and risk management responsibility; balancing the roles and responsibilities of the subsidiary board and the parent company board; and other governance challenges.


Heightened investor scrutiny of public companies has corporate boards of directors taking their responsibility for ensuring compliance with federal and state laws related to corporate governance more seriously, including subsidiary corporate governance. For companies with subsidiary networks, instituting effective corporate governance practices is even more complex and challenging.

From appointing board members, defining the role of the subsidiary board vs. the parent board to establishing risk management responsibility and accountability, subsidiary governance handled incorrectly can result in unintended legal and financial liabilities for the parent company and subsidiary as well as personal exposure for parent and subsidiary company directors and officers.

Listen as our authoritative panel discusses key considerations for boards of directors of subsidiaries and their parent companies. The panel will discuss appropriate corporate governance structures for subsidiary boards; the subsidiary board’s role in managing risk, setting strategy and determining compensation; and best practices for minimizing liability risks.



  1. Trends in subsidiary corporate governance
  2. Best practices for boards of subsidiaries
    1. Board composition
    2. Role of subsidiary board vs. role of parent board
    3. Risk management responsibility
    4. Minimizing liability risk


The panel will discuss these and other key issues:

  • What are the key legal risks associated with subsidiary corporate governance?
  • What are some best practices for structuring subsidiary boards and defining the board’s role and responsibilities?
  • What are some effective strategies for minimizing liability risks for subsidiary and parent company boards of directors?


Hoffman, Debbie
Debbie K. Hoffman

Chief Legal Officer
Digital Risk

Ms. Hoffman oversees the operation of her company's legal, compliance, risk and licensing functions. She is...  |  Read More

Marcela, Paul
Paul Marcela

President & Managing Director
Governance Partners Group

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief...  |  Read More

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