Secretaries Generals exchanging on the topics of intra-group governance and board turnover

Intra-group governance 

The exchange began with a focus on governance structures within corporate groups. The complexity of managing delegation of authority across entities was a central theme, especially in environments where legal, regulatory, and operational dynamics differ significantly between parent companies and subsidiaries. Safeguards such as dual signatures from individuals in different departments, codified responsibilities, and cross-attendance at committee meetings are often put in place to ensure alignment. Some participants also stressed the need for these powers to be granted by name rather than by function, to preserve accountability when individuals change roles. 

During the event, participants also exchanged their views on the parent company’s role, which develops around supervising, aligning interests, providing guidance, and ensuring that decisions made at the subsidiary level are transparent, compliant, and strategically coherent. In some cases, governance practices vary substantially across jurisdictions, creating challenges when aligning local governance with group-wide expectations. Hence the importance to streamline work plans and introduce common governance standards across subsidiaries. 

According to the participants, many organisations rely on their nomination committees to build a list of candidates that fill the diverse needs of the board. 

The interplay between executive prerogatives and board oversight was also discussed. In most cases, the appointment of executive committee members remains the CEO’s prerogative, while the nomination of independent directors is managed by shareholders or the nomination committee. This delineation of responsibility helps preserve balance, yet questions remain about how deeply boards should be involved in approving key management appointments, particularly when those individuals are not board members but play central roles in the governance structure of the company. 

The importance of anticipating transitions and ensuring strategic continuity through staggered appointments or overlapping mandates was also highlighted as a good governance practice. Several participants also underlined the benefits of longlists and structured selection processes led by Remuneration and Nomination Committees, guided by organisational needs and future challenges. 

The themes that were explored will certainly provide further food for thought for the future editions of the secretary general platform.