Subsidiary Corporate Governance: Moving from Static Policies to Dynamic Frameworks
Keith Bottomley leading a workshop on Effective Subsidiary Governance Frameworks
Atul Gawande’s The Checklist Manifesto offers a surprisingly simple insight: even the most skilled professionals can falter in complex environments.
Gawande, a renowned surgeon, witnessed hospitals where knowledge and expertise were abundant, yet “avoidable failures” still occurred - mistakes that weren’t due to lack of skill, but because processes were overlooked or missed amid the chaos of high-pressure work. By introducing a two-minute surgical checklist that distilled complex procedures into manageable and practical steps (now endorsed by the World Health Organization), Gawande offered a solution to dramatically improve outcomes, reduce errors, and save lives. Not only did patient outcomes improve, but the process also revealed gaps in communication and team building that no amount of expertise alone could solve.
If there’s a lesson for governance professionals from Gawande that resonates beyond the operating theatre, it’s that governance works best when it’s practical, proactive, and embedded into day-to-day decision-making. A dynamic subsidiary governance framework isn’t a dusty policy buried in a drawer - it’s a living, breathing system that evolves alongside the business. Like Gawande’s checklist, it breaks down complexity, ensuring processes are put in place while also highlighting gaps in coordination, communication, or compliance.
When applied consistently, a dynamic subsidiary governance framework empowers the company secretary to be proactive by anticipating issues, guiding strategic decisions, and managing risk with confidence. Anna M. Myburgh, Company Secretary at Acteon, considers that: “At its heart, a dynamic governance framework enables rather than restricts. It connects compliance obligations with commercial realities, supports directors to make better decisions, links directly to employee welfare and people management, reduces risk and equips governance professionals to act proactively.”
So, how do we implement a dynamic subsidiary governance framework?
Whilst it is expected that companies will already have a subsidiary governance policy in place, rising regulatory complexity and faster business models mean many are no longer fit-for-purpose. A framework that once worked for a handful of entities in a few jurisdictions can quickly become obsolete when stretched across 40-plus subsidiaries worldwide. This is where Gawande’s lesson rings true: when frameworks are treated as static, instruction-heavy manuals, they risk being ignored in practice. If your governance policies feel more like a dusty rulebook - sitting apart from strategic planning, updated only in a crisis, or framed solely in regulatory language rather than being a proactive tool for decision-making, it may be time for a rethink.
When reviewing your current governance framework, it can be useful to consider:
Would your team use this framework to make decisions during a crisis?
Does it address the governance challenges you actually face?
Does decision-making align with governance considerations?
Do your systems support governance effectiveness or create burden?
If most of these prompt a hesitant “no,” then your framework may not be working as effectively as it should. A meaningful review should also involve collaboration across departments, ensuring governance is something the whole organisation can engage with, rather than a siloed exercise.
Consider third-party contracts. Does the sales team decide which subsidiary signs the deal? Do they involve other relevant teams such as company secretarial or tax? Are they aware that they should? Commercial teams don’t need to be governance experts, but clear policies should guide decisions, ensuring alignment with the governance framework and where necessary seek approval from the company secretary.
Subsidiary Governance Framework Assessment Tool
Complete Projects has created a Subsidiary Governance Framework Assessment Tool, to help company secretaries review their current frameworks, identify improvements, and turn governance into a strategic enabler by assessing the following factors:
Usability: Could your team use the framework to make decisions during a crisis without external advice?
Relevance: Does the framework address the governance challenges you actually face today?
Integration: Are governance considerations part of your regular business planning discussions?
Evolution: How quickly can your framework adapt to new business requirements or regulatory changes?
Technology: Do your systems support governance effectiveness or create administrative burden?
Business Impact: Does governance enable or constrain your organisation's strategic objectives?
Download the full Assessment Tool here:
Why Complete Projects?
Complete Projects provide integrated legal, governance and project management services that don't just advise – we actually deliver. Our team of senior lawyers, company secretaries, experienced project managers, and specialist subject matter experts across finance, tax and other disciplines, partner with your team to unblock stalled projects, navigate internal complexities, and free up your time for strategic work.
We specialise in reviving stalled governance and legal structuring projects. Whether it's competing internal priorities, resource constraints, or complex stakeholder management, we navigate your organisation's realities to deliver results.
Ready to get started? Get in touch or explore our services and see how we can make your next project a success.
ABOUT THE AUTHOR
Keith is the legal Structuring and Governance lead at Complete Projects. He is a UK qualified corporate and restructuring lawyer and a governance specialist with over 20 years of international experience. He has successfully delivered projects across various sectors, with a particular focus on international energy. Prior to joining Complete Projects, Keith was a leader in PwC's international legal restructuring and governance team and led the Energy legal team in the UK.