Map every recurring decision type in a group structure to a financial threshold and named authority level.
Leadership & Management
Designing Schemes of Delegation and Reserved Matters in Group Structures
Build authority frameworks that state precisely what subsidiary boards, committees and executives may decide alone, and what must return to the parent board.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
As groups expand through acquisition, joint ventures or new subsidiaries, decision rights become blurred: nobody is quite sure who can approve a contract, sign off capital spend or appoint a senior hire without reference upward. The result is either paralysis, because every decision escalates to the parent board, or exposure, because subsidiary directors act beyond their true authority. This programme gives participants a structured method for building a scheme of delegation from first principles: mapping decisions by financial threshold, risk category and strategic significance, then assigning each one to a named authority level. Participants learn to draft a reserved matters list that protects shareholder and parent-board control over matters such as share capital changes, related-party transactions and material borrowing, while freeing subsidiary management to run day-to-day operations without unnecessary reference upward. The course covers aligning delegation schemes with the articles of association and shareholder agreements, cascading authority through multi-tier holding structures, and building an audit trail for delegated decisions. Work is grounded in a realistic group structure case that participants rebuild session by session, producing a finished authority matrix and reserved matters list they can adapt for their own organisation.
Expected Learning Outcomes
Draft a reserved matters list that protects parent-board and shareholder control without over-centralising routine decisions.
Align a scheme of delegation with the articles of association, shareholder agreement and board charter.
Design authority cascades that work across multiple tiers of a holding and subsidiary structure.
Build an audit trail and sign-off record that evidences delegated decisions were taken within authority.
Identify where a delegation scheme conflicts with actual practice and correct the gap before it causes a governance failure.
Review and reissue a scheme of delegation after a restructuring, acquisition or change in group risk appetite.
Who Should Attend
Group company secretaries responsible for maintaining delegation and reserved matters documentation.
Subsidiary and divisional directors who need clarity on the limits of their own decision-making authority.
General counsel and legal counsel advising on group governance and authority frameworks.
Finance directors setting approval thresholds for capital expenditure and contractual commitment.
Chief operating officers designing or repairing decision rights after a merger or acquisition.
Internal auditors reviewing whether delegated authority is being exercised within approved limits.
Course Modules
Select any module to see its sessions and points.
01Mapping Decision Rights Across a Group Structure
2 sessions · 8 points
Session 1Identifying Decisions That Need a Defined Authority Level
- Inventory the recurring decisions taken across a group, from operational purchasing to strategic disposals.
- Classify decisions by financial threshold, reversibility and reputational or regulatory risk.
- Distinguish decisions that belong to the parent board, the subsidiary board and management.
- Use a decision log from a live group structure to surface authority gaps before drafting begins.
Session 2Setting Thresholds and Authority Levels
- Set monetary thresholds for capital expenditure, contract commitment and write-offs by role and entity.
- Calibrate thresholds to the group's risk appetite statement rather than to historical convention.
- Design tiered approval levels that avoid single-signature risk on material transactions.
- Reconcile authority levels with existing bank mandates and signing authority registers.
02Drafting the Reserved Matters List
2 sessions · 8 points
Session 1Protecting Parent-Board and Shareholder Control
- Draft reserved matters covering share capital changes, related-party transactions and material borrowing.
- Distinguish matters reserved to the main board from matters reserved to shareholders under the articles.
- Word reserved matters precisely enough to prevent circumvention through structuring or contract splitting.
- Test a draft reserved matters list against real transactions to check it neither over-restricts nor under-protects.
Session 2Aligning with Constitutional and Contractual Documents
- Cross-check the reserved matters list against the articles of association for consistency of wording.
- Reconcile reserved matters with any shareholder agreement, joint venture agreement or investment covenant.
- Identify conflicts between group policy and local statutory duties in foreign subsidiaries.
- Prepare a mapping document that shows which clause of which document supports each reserved matter.
03Cascading Authority Through Multi-Tier Structures
2 sessions · 8 points
Session 1Designing Delegation for Holding and Subsidiary Layers
- Design authority cascades that remain coherent across three or more tiers of a group structure.
- Decide when a subsidiary board may sub-delegate authority to its own management team.
- Prevent authority drift where local management assumes powers never formally delegated.
- Draft delegation certificates that name the individual, the authority level and the effective date.
Session 2Handling Joint Ventures and Minority Interests
- Adjust delegation schemes where a subsidiary has minority shareholders with reserved consent rights.
- Design escalation routes for joint ventures where decision rights are shared between partners.
- Address currency, tax and regulatory variations that change authority thresholds by jurisdiction.
- Build a process for resolving disputes over which entity's scheme of delegation applies.
04Governance, Audit and Review of the Scheme
2 sessions · 8 points
Session 1Evidencing Delegated Decisions
- Build a sign-off and audit trail that records who approved each decision and under which authority.
- Use board and committee minutes to evidence ratification of decisions taken close to a threshold.
- Design escalation and exception logs for decisions taken outside formal authority in an emergency.
- Prepare the scheme of delegation for internal audit and external auditor review.
Session 2Reviewing and Reissuing the Scheme
- Schedule periodic review of the scheme of delegation against changes in group structure and risk appetite.
- Update authority levels and reserved matters after an acquisition, disposal or restructuring.
- Communicate a revised scheme of delegation to the individuals whose authority has changed.
- Retire superseded delegation certificates and confirm withdrawal of authority in writing.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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