12
Subsidiary boards
12.1
The PRA recognises the fiduciary duties of directors of subsidiaries, including the duty of company directors to promote the success of the company for the benefit of its shareholders. However, subsidiary boards must be capable of acting in the best interests and safeguarding the safety and soundness of the firm for which they are responsible.
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12.2
In general, therefore, the principles of good governance also apply to significant PRA-regulated subsidiaries, including independence of the chair and having a substantial and effective independent presence across the board. This will help ensure that the subsidiary board is alert to the potential for conflicts of interest and able to take decisions independently where required to meet its own legal and governance responsibilities or in the interests of the safety and soundness of the subsidiary.
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12.3
Additional restrictions on cross directorships with other group entities will apply to the boards of ring-fenced banks. Meeting the ring-fencing objectives may also be a factor to consider in relation to the wider governance arrangements within the group, including the nature and extent of cross-directorships between the ultimate holding company and other group entities.
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12.4
The extent to which the PRA believes the boards of significant regulated subsidiaries need to be independent will be influenced by a number of factors, including the size, scope and nature of the subsidiary’s business, its business model and the degree of strategic and operational dependence between the subsidiary and the wider group. Other possible factors include the subsidiary’s recovery and resolution plans, and the need for the board of an insurer to have regard to the effect of its business decisions on those who are, or may become, policyholders. The objective is to ensure that the governance of the subsidiary is effective and that its board is capable of taking decisions in the interests of the safety and soundness of that firm.
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12.5
The PRA also considers it generally undesirable for some key positions on the board of such a subsidiary, such as chair, chair of the key board sub-committees, chief executive or finance director, to be occupied by executive members of the group or parent board. This does not prevent group executive and non-executive board members from sitting on the subsidiary board as non-executive directors, so long as the overall independent balance of the board is satisfactory. Nor does it preclude independent group non-executive directors from chairing the board of the subsidiary or its sub-committees.
- 10/12/2018