Group interest and subsidiary governance in Luxembourg, ILA

This report of the Luxembourg Institute of Directors (Institut Luxembourgeois des administrateurs or ILA) aims at providing a support to managers or directors of Luxembourg companies, subsidiaries and parents, in the financial or in the non financial sectors, about their duties when the company they direct is a member of a group, in particular in situations of conflict of interest. This report is based on extensive interviews with practitioners, directors and experts organised in the form of round-table discussions and interviews (the Sessions). It takes into account the specificities of Luxembourg companies and the financial centre. The participants of the Sessions are business leaders, company directors (executives from within a group and non-executive independent directors), services providers from the legal and accounting profession and company administrators (domiciliataires). The participants were offered to freely speak on their personal experiences and on the practices/standards applied in the group of companies and sectors they have served or still serve. The open and constructive discussions form the prime basis of this report. This report and its conclusions are also a way to inform stakeholders outside Luxembourg what is considered to be a reasonable interpretation of the concept of the interest of the group. At the same time, it is also a contribution to the European debate on what can be the “interest of the group”.