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Subsidiary governance

Subsidiaries are a common feature of many organisational structures, particularly for international businesses. This guide explains the importance of subsidiary governance to UK-listed holding companies, looking at the key drivers and benefits. It offers practical tips for establishing an effective governance framework as well as pointing out the potential pitfalls.

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Subsidiary governance

Karen Davies, Vanessa Marrison, Caroline Carter and Claire Broom
ICSA Publishing Ltd, 2014

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1. The role of subsidiaries

Chapter 1 discusses the reasons for establishing subsidiaries and looks at examples of poor subsidiary governance practice.

2. Key legal, regulatory and best practice sources impacting on subsidiary governance

Chapter 2 considers the key legal and regulatory sources relevant to the need to establish sound subsidiary governance. These include the Companies Act 2006, the UK Corporate Governance Code 2012 and Internal Control: Revised Guidance for Directors.

3. Other relevant sources impacting on subsidiary governance

Chapter 3 looks at other less formalised drivers for sound corporate governance which are encapsulated by the concept of 'corporate social responsibility.'

4. Sound subsidiary governance: The key drivers and benefits

Chapter 4 focuses on the drivers for sound subsidiary governance. These include the need to comply with law, regulation and best practice and also shareholder expectation. The potential benefits of good subsidiary governance are also considered.

5. Sound subsidiary governance: Establishing a subsidiary governance framework and what it might encompass

Chapter 5 looks at how to go about establishing a sound subsidiary governance framework and includes a subsidiary governance 'to do' list.

Practical tools and other customisable content

This publication includes the following customisable content:

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All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.


The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.