Skilled Person Report relating to governance of an overseas owned investment bank

The UK regulator had a concern that the shareholders of an overseas owned UK investment bank might have undue influence over the management of the firm. This might be open (through shareholder representatives on the Board) or hidden (through influence over key Board members).

The regulator required a Skilled Person to report on both the general governance and oversight arrangements at the firm, and any indications of undue open or hidden shareholder influence.

We assembled a team based on the specific nature of the regulator concern, as well as the general governance and oversight assessment. This team included several senior staff with extensive experience of Board assessment work, and cross disciplinary competence:

– UK general corporate governance guidance and best practice;
– UK financial services regulatory governance requirements; and
– organisational development / culture professionals.

We adopted a strictly evidence-based approach to the assessment. This included document reviews, interviews with key officers, managers and staff and live observation of Board and governance committee meetings over a period of several months. We triangulated the results of these various sources of evidence to arrive at robust conclusions supported by clear evidence.

We were able to reassure the regulator that there was no evidence of inappropriate shareholder influence, and that the firm’s strategy and key decisions were based on robust Board and executive governance operating transparently.

While there were some opportunities to enhance processes, there were no serious defects requiring further regulatory intervention.