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Q&A with the EiC: GC Summit Chairs

I n this exclusive Q&A with the EiC, chairs of the ACC General Counsel Summit, Maria Sanz Perez of AngloGold Ashanti, Donny Ching of Royal Dutch Shell, and Siobhán Moriarty of Diageo, discuss the summit, leading in times of change, the top challenges and opportunities facing in-house counsel, and more. For more information on the Summit, to be held in Paris, May 31 – June 2, visit www.acc.com/education/gcsummit2017. 


The summit

ACC: Why is it important for you to be involved with, and actually chair, ACC's GC Summit to be held in Paris, June 1 – 2?

Maria Sanz Perez: Headshot_Sanz, RiaIt was important for me because I find that in this time of disruptive change, per the title of the conference, there is great benefit in sharing experiences with peers and getting insights into the experiences of others. As general counsel, in a time where our accountabilities continue to expand, and the role requires increased business knowledge, stakeholder understanding, broader risk identification capabilities, keeping up with changes in the macroeconomic landscape, and more –– it's difficult to do it all by oneself. These gatherings are a great way to get to connect. 

 

Headshot_Ching, Donny

Donny Ching: The main reason I joined the last summit and this one, is simply because, when compared to other conferences, the GC Summit is the closest it comes to a truly global summit.  It is simply a great opportunity to meet, engage with, and learn from general counsel from around the world is great — that is what attracted me to this summit.





Headshot_Moriarty, SiobhanSiobhán Moriarty: For me, it was actually Donny who suggested that this might be an interesting thing for me to get involved in. I didn't participate in the conference in London in 2015 because it clashed with the other meetings that couldn't be moved, but I have heard good things about the summit. And when I looked at what then was the skeleton agenda, it looked as if the theme and topics were on point for me, and I presume for the other attendees; that attracted me to the summit. Also, I quite enjoy chairing or being on panels because it gives me an opportunity to participate more in the live debate.

 

ACC: The theme of the two-day summit is "Leadership in Times of Disruptive Change." What are your thoughts on the theme?

Maria Sanz Perez: I think it's incredibly appropriate. We're going through a real time of change. It's always interesting to say change is disruptive: Some people put a negative connotation to change. I for one see change as a positive thing. I see change as an opportunity for improvement. Equally, it can obviously also be a time where things can be negative, or more negative, but I see change as an opportunity to learn new things. I look forward to the opportunities to arise rather than on the negative side. Again, we shouldn't look at "disruptive change" as being a bad thing, but just as a reality that we need to be quick to deal with.

Siobhán Moriarty: My thoughts when this theme was first floated were that this was a very interesting topic. While the Brexit vote had happened in the UK by then and we knew that some disruptive change was on the horizon, I don't think some of the levels of change that we have seen in the last year were necessarily anticipated –– not least the outcome of the presidential election in the United States. The world feels very different now than it did a year ago, and for me this couldn't be a more suitable topic. Certainly the role of the modern GC has changed in recent years, even before the current level of volatility, and a lot of us are trying to see around corners and anticipate the risks that might arise. The need to improve our abilities in this area feels even more appropriate now than it did six months ago.

Donny Ching: From my side, the theme actually coincided with what we are facing in our industry. The oil and gas industry has been through some pretty challenging times in terms of not just the low oil price, but also where we are in terms of the energy transition to cleaner energy as part of the response to climate change. Therefore, in my organization and in Shell legal, we were already sort of seeing a lot of disruptions coming. And in fact, I was kicking off a legal strategy review for my organization and the phrase that we had started using to frame our strategy is we now live in a "VUCA world" — V-U-C-A meaning a volatile, uncertain, complex, and ambiguous world with lots of disruptions. So, when I saw the theme, I was like, "Perfect. Maybe I can learn a few things there." Because that is certainly what we are grappling with at the moment in Shell legal.
We're going through a real time of change. It's always interesting to say change is disruptive: Some people put a negative connotation to change. I for one see change as a positive thing. I see change as an opportunity for improvement.

Advising in times of change — challenges and opportunities

ACC: What advice can you share with CLOs on advising in times of change?

Maria Sanz Perez: I think in times of change it's become even more important to work as a team, whether it's with your other executive team members or within your own legal team, because people get uncertain about the way forward when there's change. In my experience, when you make decisions in a broader forum involving a number of people in the decision-making to implement the changes or to deal with them, you get a better outcome. So, it's not a time where the GC or the lawyers should isolate themselves, or do more on their own. You should continue to lead in those times, but I find that "leading" as part of a team in those circumstances is a better approach. Stay even closer to the business –– we are most needed for our ability to assess risks in these times

Donny Ching: One of the things that we are doing at the moment is deciding how to equip our lawyers to be able to partner with business clients in terms of really identifying some of these changes, and the risks, challenges, and also opportunities that may come with them, and determining to what extent that the way we currently practice law in-house may get in the way. We are working on freeing up time and capacity for the lawyers to be able to be much more strategic in terms of working with the business clients to do much more horizon scanning.

We are considering what additional skill sets and competencies are needed to operate in a VUCA world, some of which may well come internally, but if not, how do we partner with externals like our panel law firms who can bring that insight –– not just from the oil and gas industry, but also in terms of trends happening in other industries that could eventually find their way to the oil and gas industry. There's quite a lot of work we can do in terms of equipping our lawyers to be better able to help the business not just survive, but even potentially thrive, because there may be opportunities in this sort of disruptive world.

Siobhán Moriarty: We have a similar focus here at Diageo. One of the challenges as Donny touched on is freeing up the time of the lawyers, including the general counsel, to prevent them from getting dragged into the weeds, so that they can actually have the space to do the broader thinking that is needed to identify opportunities. This is a really important point, because some people have a tendency to default to seeing the risk, rather than identifying potential opportunities that can come out of some of the volatility that exists, and can actually help the business to grow. So, one of the things that we've been doing is actually trying to identify where the lawyers (who are relatively expensive commodities) are doing low-level work, which doesn't add value or necessarily need to be done by a lawyer, or by the in-house lawyer, so that they can then have the space to be more strategic and to engage at that more effective business partnering level.


ACC: What are the main challenges facing CLOs and general counsel today? And on the flip side, what are the top opportunities?

Maria Sanz Perez: I think when you look at external counsel, they seem to have continued to specialize more and more over the years, and general counsel have gone in the opposite direction, having to expand our areas of expertise, or our ability at the very least to counsel, give advice, and provide ongoing direction. So, the upside is that it's allowed CLOs to be more in the boardroom, more around business decisions, and more around the broader strategy of companies, rather than simply being seen as a legal expert. CLOs are in the executive office as a member of the executive team with the legal expertise, but the first role is actually to be a member of the executive. And challenges, well, the challenge is how to keep yourself constantly current and current in many aspects. From technology changes, changes to regulatory frameworks –– for example I have a global role, many of us have global roles in various jurisdictions, and the speed at which change is taking place continues to accelerate. And we've had to keep pace with the growing changes, even as our role continues to expand. I think that it's certainly exciting, in my opinion, to be in a CLO role.

Creating the space for the strategic engagement is important. I suppose the other part of it is making sure that the legal team earn their place at the table, because we try to make sure that the lawyers are part of the business leadership teams for the markets, countries, or areas where they work.

Donny Ching: Again, the challenge is how do we free up the capacity and time of our lawyers? We recently kicked off and inaugurated our first Shell legal captive offshore center where we will be migrating a lot of work, and concentrating that in order to free up our senior lawyers to focus on work that's more strategic and value adding, including looking for opportunities for the business. This has to be done in conjunction with what is perhaps the biggest challenge and that is to change the behaviours of the lawyers and to effect a cultural change in the way we work.

Siobhán Moriarty: Creating the space for the strategic engagement is important. I suppose the other part of it is making sure that the legal team earn their place at the table, because we try to make sure that the lawyers are part of the business leadership teams for the markets, countries, or areas where they work. So, what we need to do is make sure that the lawyers are participating fully as leaders of those groups and not just wearing their legal hats –– almost getting to the space where they are business leaders who happen to be lawyers, can bring that experience and expertise, and are also participating in the business calls being made. The lawyers then feel a sense of ownership and accountability for those decisions.


Round table discussions and advice

ACC: In addition to chairing the conference, Donny, you'll also be leading a roundtable discussion, focusing on issues surrounding reputational risks in human rights, the supply chain, and the role of GC. How has the role of general counsel evolved over the course of your career? And further, is there any go-to advice you would offer a general counsel tasked with managing human rights or supply chain issues for their organization?

Donny Ching: One of the reasons I opted for this particular panel was actually because I was previously on a panel in the last summit, which talked more generically about human rights, with a professor from the Danish Institute of Human Rights. We worked very closely with them in relation to human rights issues, and I think what really came out of the conversation was the different approaches that different companies take when it came to managing human rights in their supply chain.

And the spectrum ranged from someone who got very involved for example, in making sure that their supply chain was aware of what the standards were, with training, audits and assurances, et cetera, et cetera –– to the other end of the spectrum, and there were some in the room, who basically said, "Why should we do that? We should hold the contractors accountable and we shouldn't interfere in their business. We protect ourselves through our contracts with them."

That spectrum, which I think to a certain extent surprised me, led me to say, "I believe that general counsel or the legal organization, need to be really curious about what's happening in your supply chain because more and more, whether it's regulatory or a change in societal expectations, that is where your reputation risks sit. And it may be really deep down in your supply chains, six subcontractors down –– but it's your name that is associated with the problem. The people making products for Shell, if they had an incident, or an accident, building collapse, whatever –– our name will always be out there. Therefore, the general counsel should be deeply curious about their supply chain and how human rights is being treated and respected deep into the supply chain.

Siobhán Moriarty: I agree with you Donny. And increasingly regulation and reporting requirements are such that companies have to report on their supply chain integrity.

In the UK, we've got the beautifully titled Modern Slavery Act reporting requirements which means that, from a reputation perspective, it's very hard to hide behind your contractual arm's length terms because at the end of the day if it's in your name –– your reputation will be equally damaged.

Donny Ching: And perhaps that is again, if you look at the evolving role of the general counsel, more and more general counsel have evolved from just managing legal risk to managing reputation.

Siobhán Moriarty: And almost being the thought leader for the integrity of an organization.Now that might sound a bit lofty, but actually sometimes it is the role of the general counsel to ask, "why are we doing this?" It may be perfectly legal, but still actually may not be the right thing to do.

The role of the modern GC is expanding. During my career I have had a number of different areas under my accountability, from risk to insurance to even head of sustainability. I look forward to sharing my experiences and hearing about how others have been exposed to similar challenges.

ACC: Maria, you'll also be leading a couple roundtable discussions, focusing on the roles a modern GC should supervise, as well as the growth opportunities and risks associated with multinationals doing business in Sub-Saharan Africa. If you could give one piece of advice to a GC advising her company on doing business in that part of the world, what would it be?

Maria Sanz Perez: The role of the modern GC is expanding. During my career I have had a number of different areas under my accountability, from risk to insurance to even head of sustainability. I look forward to sharing my experiences and hearing about how others have been exposed to similar challenges. Regarding doing business in Sub-Saharan Africa, I have engaged with regulators and members of governments from whom I have learnt from. Mining has an impact on communities, on the environment, and creates employment and business opportunities. We have to be respectful and listen to our stakeholders. I hope that the session will be interactive and helpful to others.


ACC: Siobhán, what advice would you offer a new GC, tasked with leading and managing a globally diverse – and spread out – law department?

Siobhán Moriarty: If you're a new GC, who is new to the organization, you need to first get to know your team quickly and build relationships with them. And not just your team, but also build relationships with the rest of the business, and decide pretty quickly in terms of the strategic direction of the business, whether the team is right for that journey. This applies whether it's an internal promotion or indeed an external hire. Because if people aren't emotionally engaged with the strategy or with the direction the business is going, it would be very hard for them to perform and do their role with an "owner's mindset," for want of a better description.


Final words on the GC Summit

ACC: What are you most looking forward to at the summit, and why should CLOs attend?

Maria Sanz Perez: What I'm most looking forward to about the summit is actually the personal engagement with peers. I made friends at the previous conference, with whom I've remained in regular contact. It's not always easy to meet people because of our busy diaries and different jurisdictions. In my opinion, nothing replaces the face-to-face engagement and the broader social framework that you are able to engage in. People will share things that will get you to understand them better; understand what they do better, and I find that to be quite valuable. I don't attend many of these gatherings; I'm rather specific of the few ones that I do attend. The [GC Summit] speakers are first class and everyone attending are very experienced CLOs that you otherwise would not necessarily engage with because they're all from different industries. So, it's an ability to engage in person with peers from different industries in a business, but also social environment, that is both personally and professionally interesting and gratifying to be part of.

Siobhan Moriarty: I'm looking forward to meeting other GCs in an environment where you're actually not being "sold to". I find at a lot of conferences that there's a hidden agenda, with all these service providers who are furiously trying to sell you something and probably none of us want that. Also, the fact that we have together set the agenda, so that it feels like it is the most topical. I'm particularly looking forward to some of the breakout sessions because I actually think having that menu of being able to choose which sessions are most appropriate for you, or for me, is great. I haven't decided which ones I will be attending yet, particularly those on day one, but that is what I'm most looking forward to. I'm also looking forward to being in Paris, which is always beautiful!

Donny Ching: What I'm looking forward to is just the opportunity to learn from my peers from around the world because I think there is much that we can learn from each other. And one of the things, which I had hoped to achieve with the previous summit, was that from the connections that we make –– if we're able to identify certain common issues or challenges –– that we could form small groups to brainstorm and see how we could address some of these shared challenges. This took off a bit last year, but there may be opportunities when you come together with likeminded people to say, "Well, you're facing that challenge, I'm facing this challenge, and so on. Can we come together and come up with a sort of industry standard contract or template that may then help us in terms of delivering efficiency in how we work together?" That's one thing I'm looking forward to.

I think people should come simply because, what I found particularly with the last summit, is that we are amongst our peers and we are all, by and large, facing very similar issues. I found the level of openness and willingness to share, particularly when you didn't have law firms there, was actually quite the highlight for me at that summit.


For more information on the Summit, to be held in Paris, May 31 – June 2, visit www.acc.com/education/gcsummit2017.

About the Authors

Tiffani Alexander is the editor in chief of ACC Docket.Tiffani-Alexander-ACC-Docket-Editor


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