The Subsidiary's Signature: Coordinating Specialist Advice Across a UK Group

In a UK group, the parent board and a subsidiary board can commission the same specialist adviser within weeks of each other, each believing it holds the only brief. The parent may be examining group-wide cyber resilience; the subsidiary may be responding to a local regulatory query. Neither board is acting improperly. Yet the group ends up paying twice, receiving two sets of recommendations that do not quite meet, and asking an adviser to serve two masters without telling either.

Why duplication is a governance problem, not merely a cost problem

The immediate symptom is waste. The deeper issue is coherence. When two boards brief the same specialist separately, the adviser must reconcile competing definitions of the problem, different risk appetites and, occasionally, incompatible commercial assumptions. The result is not simply two invoices. It is two advisory products that cannot be read together, and a board that later discovers the contradiction at the point of decision.

There is also a conflict dimension. A specialist advising both parent and subsidiary may find itself in possession of information that one board would not willingly share with the other. Even where no formal conflict exists, the appearance of one can undermine confidence in the advice. For subsidiary directors, the concern is sharper: their duties are owed to the company they serve, not to the group as a whole. A coordination protocol must respect that distinction rather than dissolve it.

Coordination without centralisation

The wrong response is to centralise all specialist commissioning at parent level. That would strip subsidiary boards of a legitimate power, slow down local decision-making and blur accountability for the advice itself. The right response is lighter: a group-wide view of what is being bought, combined with a habit of notification before engagement. The aim is visibility, not permission.

This distinction matters in practice. A subsidiary board that must seek group approval before commissioning advice is no longer fully empowered to discharge its duties. A subsidiary board that must merely notify the group before commissioning advice retains its authority while giving the group a chance to spot duplication. The protocol should be designed to protect the second position.

The group advisory map

At the centre of the protocol sits a single, living record: the group advisory map. It need not be elaborate. For each specialist engagement, it should record the commissioning board, the adviser, the subject of the brief, the named brief owner, the start and expected end dates, an indicative spend band, any known conflict flags and whether the engagement has been notified under the protocol.

The map is held by the group company secretary or an equivalent central governance function, and is accessible to subsidiary chairs and audit committee chairs. It is not an approval gate. It is a reference point. Its value depends on being current, which means updates should be routine rather than exceptional: a new line at commissioning, a closure note at the end.

The notification habit: before the brief is finalised

The protocol only works if notification happens early enough to change anything. A notification after the brief has been signed and the adviser mobilised is a record, not a coordination tool. The practical rule is a short notification window, perhaps five working days, between a board's decision in principle to commission specialist advice and the finalisation of the brief.

During that window, the central governance function checks the map for overlap. If none is found, the engagement is recorded and the board proceeds. If overlap is found, the function convenes a brief scoping conversation between the commissioning boards or their chairs. That conversation may confirm that the engagements are genuinely distinct, in which case both proceed with a note on the map. Or it may reveal that a joint approach would serve both boards better.

Notification is not consent. The group does not acquire a veto. The subsidiary board remains free to commission the advice it needs. But the group acquires something valuable: the chance to prevent an avoidable collision.

Who owns the final brief when two boards want the same specialist

The hardest question is ownership. Two boards, one adviser, two briefs: who leads? The workable rule is that the board with the primary decision right owns the brief. If the parent board is deciding a group-wide matter and the subsidiary board is contributing local context, the parent leads. If the subsidiary board is responding to a local regulatory requirement and the parent is monitoring group exposure, the subsidiary leads.

Where both boards hold genuine decision rights, a lead board should still be named, with the other board's requirements appended as a written schedule. The adviser is contracted by the lead board but is instructed to address both schedules explicitly in its report. The non-lead board may attend the scoping session and comment on the draft terms of reference. This preserves a single point of accountability without silencing the second board.

Confidentiality requires a further refinement. Some subsidiary matters cannot be shared with the parent board in detail. In such cases, the subsidiary may use a sealed schedule: a statement of its requirements reviewed only by its own chair and the adviser, with the group map recording only that a sealed schedule exists. The adviser's report to the group would then address the parent's questions without disclosing the subsidiary's sensitive material.

The limits of the map

The map should record existence and ownership, not content. It is not a window into subsidiary affairs. Group governance functions should resist the temptation to use it as a monitoring dashboard for local management. The protocol works because it is modest: it asks boards to tell the centre what they are buying, not to justify why.

A quarterly discipline

Coordination decays without a regular moment of attention. A fifteen-minute item at the group audit committee or a periodic board effectiveness session can review the map for duplicates, expiring engagements, adviser concentration and unresolved ownership questions. The review should be diagnostic, not punitive. Its purpose is to improve the group's advisory estate, not to score subsidiary boards on their compliance with a notification habit.

What good looks like

A group that has adopted the protocol well will see three signs. First, subsidiary boards still commission advice without seeking permission. Second, the parent board can answer, at short notice, which specialist advisers are active across the group and on whose authority. Third, when two boards need the same specialist, there is a named lead, a written schedule for the second board and a single report that both can use.

None of this requires a new subsidiary governance code or a central advisory unit. It requires a map, a habit and a rule for ownership. In a UK group where subsidiary boards guard their standing and parent boards guard the group's resources, that is a proportionate way to keep specialist advice coherent without weakening either.