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  • Excellence in Subsidiary Governance - Calgary

Excellence in Subsidiary Governance - Calgary

  • 14 Apr 2016
  • 8:00 AM - 11:00 AM
  • Calgary Petroleum Club, 19 5 Avenue SW, Calgary, AB, T2P 0L5


  • $75.00 + applicable taxes
  • $85.00 + applicable taxes
  • Base price $75 + taxes

Registration is closed

Subsidiaries have long been part of the organizational make-up of corporations.  With the growing complexity of compliance requirements and opportunities,  along with the challenges of doing business in multiple jurisdictions, it is critical now more than ever that parent and subsidiary corporations strategically develop leading-edge governance structures, policies and practices to address risks.

You are invited to attend this morning session, that will provide a current overview of leading subsidiary governance practices.

Panelists will discuss:

  • Types of subsidiaries and associated risks
  • The importance of a subsidiary governance framework and elements of such a framework
  • The strategic purposes for establishing a centralized electronic database
  • Improving the effectiveness of subsidiary board meetings
  • Unique challenges of boards with external directors versus management boards
  • Change in expectation of the amount of time a director should devote to board work
  • Piercing the corporate veil – trend toward parent company liability for foreign subsidiary actions
  • Financial authorities, delegations and approvals
  • The Subsidiary Governance Office's role in mergers and acquisitions
  • Co-ordination of governance for international subsidiaries

In this session participants will identify issues relevant to subsidiary governance and develop an understanding of subsidiary governance leading practices.


Lucille D’Souza

Lucille D’Souza is Assistant General Counsel and Head, Subsidiary Governance Office for Royal Bank of Canada ("RBC") based in Toronto. Lucille was called to the Law Society of Upper Canada in 1998. Prior to joining RBC in November 2000, Lucille worked as an associate in the Toronto Business Law Group of a Canadian law firm providing advice on corporate and securities law matters. Lucille then joined RBC’s Law Group and now heads up the Subsidiary Governance Office, a global centre of subsidiary governance excellence and expertise, comprising of 32 legal professionals in nine locations world-wide. Lucille also provides Canadian regulatory advice (specializing in Canadian Bank Act and Trust and Loan Companies Act issues) as well as general corporate advice. In her fourteen years at RBC, Lucille has worked on many large M&A transactions and complex re-structuring projects that have resulted in the creation of a number of regulated bank subsidiaries in Canada and jurisdictions world-wide.

Lucille is the Chair of RBC’s Bank Act (Business Powers) Committee. Lucille is a director on the board of ACCES Employment, a not-for-profit charitable organization, operating in the Greater Toronto Area. From February, 2010 until May, 2013, Lucille co-chaired the Diversity Committee for RBC’s General Counsel Group. In recognition of her efforts to support diversity and inclusion, Lucille was awarded the 2011 Lexpert Zenith Award for diversity action by in-house legal departments. Lucille was also profiled in Amoi magazine as well as Women of Influence magazine. Lucille has participated in panel discussions regarding subsidiary governance, Canadian regulatory matters, diversity and women.

Neil Puddicombe

Neil Puddicombe is Associate General Counsel and Director of Subsidiary Governance for the BMO Financial Group. He is responsible for developing the subsidiary governance framework for the Bank's Canadian, European and Asian subsidiaries. He currently acts as the Corporate Secretary for BMO Life Assurance Company and BMO Nesbitt Burns Inc. He also provides transactional support for the Bank's corporate reorganizations and proprietary mergers and acquisitions transactions.

Prior to his current role, he spent six years with the Capital Markets' legal team supporting the trading floor and Structured Products Group. Neil joined the Bank after having spent five years in the Cross-Border Mergers and Acquisitions Group in the Paris and New York offices of Gide Loyrette Nouel and four years in the Business Law Group in the Toronto office of a major Canadian Law firm.

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