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Q&A with the EiC: Kate Chisholm on Branding Yourself as a Leader

K ate Chisholm, SVP and chief legal and sustainability officer at Capital Power, also holds the distinguished title of commissioner. Currently serving her second term on the Alberta Securities Commission, Kate has had a varied and fascinating career in the "family business" of law. In this "Q&A with the EiC," she talks about her journey to her current role, her work with the commission, advising through challenges and in times of change, the importance of GCs having a seat at the table, and more.

Kate ChisholmBackground and career

ACC: Did you always aspire to be an attorney, and if not, what was your first career aspiration?

Kate Chisholm: I didn't always aspire to be an attorney. I think it was just assumed [I would be]. I am the daughter of a judge and the niece of a number of judges, as well as the granddaughter [of one]. In a family of lawyers, it was sort of taken for granted that I'd become one. And because I lack imagination, I guess I sort of accepted that.  

Because I come from a family of lawyers, and most of the lawyers in my family were much older than me and sort of old-fashioned, they had a particular view of the practice of law. My father, the judge, actively didn't want me to go to law school, although my mother did. I finally convinced my dad that I could go because there were other things that I could do with a legal degree besides practice law — he didn't think that the practice of law was an appropriate place for young ladies. At the time, he was actually a little right. When I started to practice in the late '80s, the firms had raucous parties to which spouses weren't invited. There were a lot of questionable and sexist practices, and I think he was wildly aware of those things. They got, many of them at least, fixed soon after I joined the profession.

[Related: The Widening Gap: The Unequal Growth Rate in Gender and Racial Diversity]

I think my father would be pleased with where I am now, and I am very pleased with the career that I've had. I found the practice of law to be an absolutely fascinating way to make a living because no two days are the same, and you get to help people solve problems.

ACC: What sparked your interest in in-house practice? Was there any commentary about you going in-house?  

Kate: Decades ago, 30 years ago when I started to practice for example, and certainly up until that time, there was a negative opinion of in-house counsel. In-house counsel were thought to be the lawyers who couldn't, for one reason or another, cope with private practice. And so in-house lawyers were viewed as those who didn't want to work as hard or weren't as smart as those who went on to become partners in private law firms.

Therefore, to be perfectly honest, when I started, I had no aspirations whatsoever to go in-house. However, as a private practitioner in a fairly specialized field, I was a regulatory lawyer that specialized in commodity trading; I got a particularly busy client. The client consumed more and more of my practice over time, to the point where probably 80 percent of my practice was focused on that one client. And the client came to me and said, "Look. It doesn't make sense for us both to be paying overhead at your firm. Why don't you just come in-house and be our general counsel?" So, I did and I've never looked back.

I was reluctant at the time, but I'm so pleased with my decision now and with in-house practice generally. Because in contrast to those early, sort of stereotypically stigmatic views of in-house counsel, the profession has today evolved to a point where corporations employ in-house counsel for all of their most core and strategic legal issues. Most corporations only use external counsel for temporary peaks in their workload or for very specialized work that they don't have all the time, so it doesn't make sense to keep those areas of expertise inside. Internal counsel actually do the best corporate work, and the secondary work now goes to external firms.

Internal counsel actually do the best corporate work, and the secondary work now goes to external firms.
— Kate Chisholm, SVP and chief Legal & Sustainability Officer, Capital Power

ACC: What led you to Capital Power Corporation in 2009, and ultimately to your current role as SVP and chief legal and sustainability officer?

Kate: I came to Capital Power in 2009 after we IPO'd Capital Power from EPCOR Utilities, which was a vertically integrated utility here in Alberta. EPCOR had for years been growing its power generation arm to the point where we had generation facilities all over North America, so we separated the two companies. We IPO'd Capital Power, which was the generation arm in 2009, and I was given the privilege of starting up the new company. I view myself as Capital Power's mother, along with the CEO. We are the only two executives still around, who were here at Capital Power first. I'm very proud of what the company has done since then.  

ACC: What does your typical day look like as chief legal and sustainability officer?

Kate: I don't really have a typical day. I travel a lot. I have been traveling for weeks and actually don't plan to be in my own office for a full week until the end of July at this stage. I spend a lot of time on airplanes, and I have meetings. I remember when my children were very small, my daughter told me that she didn't want to be a lawyer because all I did during the day was talk on the phone and go to meetings! That's not quite true, but it's pretty close. Yet I still find it fascinating because the nature of the issues that we face in the energy industry — I've worked in the energy industry for almost my whole career — it never stays the same for long. New issues arise every day, and now we are in the midst of facing a bunch of potentially disruptive changes in the industry. From a strategic perspective, it is absolutely fascinating.

If you are a problem solver or have any sort of analytical bent to your personality, this type of job is really meant for you. I don't work on detailed files very much anymore. I plan legal strategies and I plan how our legal work will be done, but more of my day is generally spent thinking about strategy and trying to anticipate issues that we may be facing, and how we can proactively prevent being negatively impacted by those issues. It is intellectually stimulating and my learning curve has never been steeper.

The commission and advanced roles

ACC: Tell me about your experience as a commissioner on the Alberta Securities Commission. What does the commission do and what does your role entail?

Kate: The Alberta Securities Commission regulates the capital markets of Alberta. It's responsible for administering the province's securities laws, but it also has to ensure a fair and efficient capital market in Alberta and protect investors. That means that we hold hearings. Whenever somebody is charged with noncompliance with securities laws, we sit on a panel and adjudicate. We are able to assess penalties, and as a commission, we are able to approve new securities laws. We approve changes to the securities laws, and we act as the board of directors for the commission itself in terms of management of the business. It's a fascinating position.  

[Related: Ben Heineman on Leadership in Times of Disruptive Change]

None of the commissioners are full-time; they are all part-time and have day jobs. They are appointed by the province, and range from investment bankers to lawyers, to accountants. Many of us work for public companies, in order to have a view from issuers when we're considering changing securities laws and implementing more things that will require compliance and cost to issuers. It is a three-year appointment, although I was just reappointed for a second three-year term; it's maximum of two terms. It's fascinating; I'm learning so much that will be useful to Capital Power as a reporting issue or as a public company in the future. At the same time, I hope that I'm bringing value to the commission because a lot of the commissioners haven't been on the other side, having to comply with securities laws.

ACC: What advice do you have for in-house counsel who aspire to the role of general counsel — or an advanced position within or outside of the legal department?

Kate: My advice for in-house lawyers is always that the most difficult thing in making a transition from private practice to in-house practice is to understand that the definition of success is fundamentally different. In private practice, frequently you find lawyers who, "eat only what they kill" if you will. They're paid on the basis of their own client relationships and the information that they personally possess, et cetera. In my opinion, having worked on both sides of the fence, external practitioners are not incented to be good team players.

They're all nice and smart people and so on, but they are incented to protect their own ability to earn billable hours. Whereas, when you go in-house, really your value to the team is commensurate with the ability that you have to share information with others and to contribute to others' files. These are things that you might not be encouraged to do in private practice, and so you need a paradigm shift in your attitude. You need to become somebody who shares information and delegates and accepts delegation, who tries to work smarter and not harder, and tries to be as efficient as possible on every file, versus somebody who tries to bill as many hours as possible on every file.

The most difficult thing in making a transition from private practice to in-house practice is to understand that the definition of success is fundamentally different.
— Kate Chisholm, SVP and chief Legal & Sustainability Officer, Capital Power

ACC: What if counsel are looking to serve as a commissioner or in a similar role — what can one do to prepare and stand out for such a position?  

Kate: I'm hoping that I will be able to spend my semi-retirement serving on an administrative tribunal. Anybody who wants to do what I want to do, ultimately should try to get a little bit of experience with administrative law. I would give the same advice to anybody who wants to serve on a board of directors as I would to anybody who wants to be a general counsel: When you get up into senior ranks, everybody knows that you're a very good technical lawyer, you should be able to take that for granted. What you want to demonstrate is that you're also a good strategist, a good people leader, and a good policymaker.

Just don't revert into your comfort zone of giving detailed legal advice and so on because they already know that. They want to know what else you can bring to the table. You want to provide for them a mental image of you as someone who is much more well-rounded, and who possesses these other super powers in addition to your legal expertise. If you always revert back to the legal, then you will be giving them the misapprehension that your abilities are narrower than they probably are.

Seat at the table and corporate culture

ACC: According to our most recent global CLO survey, 64 percent of chief legal officers are part of the executive management team, which means 34 percent are not. What are your thoughts on these numbers? If a CLO does not report to the CEO for example, what problems could that create for the company?

Kate: That poses two risks in my mind. The first one is a pretty easy one: I think that a board needs to know from a CLO directly that the company is proactively compliant, and that the CLO thinks that the processes involved for protecting the integrity and reputation of the company are robust. When the board of directors isn't getting that directly from the CLO, but from the CEO or some subset of other executives, I don't think they're getting the whole picture.

In Canada and I think the same is true in the United States — the codes of conduct for lawyers require us corporate counsel to have only one client. My client is not the CEO. My client is not the board of directors. My only client is the corporation. And if I need to talk to the board of directors in order to protect my only client, I need to be able to do so and could be disbarred if I failed to do so.

When you get up into senior ranks, everybody knows that you're a very good technical lawyer... What you want to demonstrate is that you're also a good strategist, a good people leader, and a good policymake
— Kate Chisholm, SVP and chief Legal & Sustainability Officer, Capital Power

ACC: And to build on the question above, as an in-house lawyer who wears both hats — that of general counsel and member of the executive, as well as a member of an outside board — would you be concerned if you never heard from the GC of the company for which you sit on the board of directors?

Kate: I think that in a situation where there wasn't a direct line of communication from the CLO to the board of directors, as a member of the board of directors, I would have some concern about the quality and comprehensiveness of potential communication. If there is a conflict of interest there, if the CLO needs to tell the board of directors about a company concern and the CEO doesn't agree with that concern, the board of directors nevertheless needs to hear it. I, as a member of the board of directors of that company, would have some concerns about that.

But over and above that, and this gets back to my answer to your previous question: In that 34 percent of companies, it's likely that they are not wanting the CLO to be strategic. It's likely that those companies are relying on the CLO for very narrow legal purposes. I think that when you're dealing with something as important as corporate strategy, enterprise risk management, and things like that, you want to be hearing ideas from the widest possible pool of people. You want to sort of leverage diversity to make your answers and business decisions better. Therefore, when you have someone who is smart enough to be a general counsel, you probably want to milk them for all of their smarts — not simply the legal ones.

[Related: Q&A with the EiC: Rose Marie Glazer on Getting a Seat at the Table]

And, it's more engaging for general counsel because they've generally been in practice for a while. Although the practice of law is interesting and you get to work on interesting problems, I think that contributing to the larger picture is ever so much more engaging and gives you more of a feeling of contribution. Companies that don't have the CLO in the executive team are really missing out.

ACC: Further, what advice can you share with CLOs who do not report to the CEO, or who have limited or no access to the board of directors — what can they do to get a seat at the table?   

Kate: Demonstrate your ability to be more than simply a legal adviser. Demonstrate that you can think outside the legal box. You want them to have an image of you, which is more than just as a lawyer, it's as a corporate leader. It's as a strategist. It's as a policymaker. I would tell that 34 percent of general counsel to go out and find opportunities to demonstrate their prowess outside of the legal function.

Advising in times of change and the age of the CLO

ACC: Change is often the cause of challenges (new administrations, a major piece of legislation like GDPR or the future of the Paris Agreement for example). In your opinion, what is the greatest challenge facing in-house counsel today?

Kate: I think the greatest challenge that general counsels face in general and I face as an individual is an increasingly rapidly changing regulatory environment. For example, consider how much public policy has changed from the Obama Administration to the Trump Administration. I do a lot of work with the Environmental Protection Agency, and their mandate has fundamentally changed. Therefore, my relationship to the policy that they promulgate has changed considerably. If there is another change of government in 2019 in the United States, I anticipate there will be further changes.

[Related: Q&A with the EiC: Walmart Executive VP & GC Karen Roberts on Growth and Change]

The same is true in Canada. We went from a very conservative Harper government to a more liberal Trudeau government and, therefore, the policy that impacts my client and our industry generally has changed significantly and very suddenly. Staying on top of that and trying to anticipate changes, while positioning your clients so that it's in a position to maximize shareholder value and remain compliant with all of the laws that apply to it, is infinitely more challenging now than it was 10 years ago.

ACC: You talked a little bit about the ever-evolving global business landscape; and mentioned how in-house counsel have become instrumental to the strategic vision of a company, not just protecting it from a legal standpoint. Therefore, in your opinion, what does the future of in-house practice look like, and how will the CLO role continue to evolve over time?

Kate: In my company and industry, and I think in many industries, legal and regulatory risks have risen on the "risk register" from something that was acknowledged but not really given a high value or a large dollar amount, to something that is very fundamental. Legal/ governmental/ regulatory risk is one of the biggest risks that my company and industry faces. Having the CLO be instrumental in strategic conversations and knowing what other executives are thinking at a time when the plan can be changed or tweaked, or risks can be avoided as opposed to responded to, is going to be even more important. Because with the political polarization that now exists in both Canada and the United States, I don't think we're ever going to be in a situation again in which we're looking at a legal and regulatory system that's going to be completely stable over decades and decades. The law is going to be changing all the time now.

Therefore, you need to have somebody with knowledge of where it is likely to go, as well as where it's been, in the room while you're processing ideas and thinking about what to do. To that end, Capital Power's board of directors view legal and regulatory risks as so important, that I now provide them with a legal and regulatory strategy update at the beginning of every board meeting.

Getting to know Kate Chisholm... 

What one piece of advice would you give your younger self?

I spent an awful lot of time as my younger self mired in self-doubt. I would deliver an opinion or a piece of advice and walk away thinking, "Gosh, I said this, I should have done that." I overthought everything and as a result I didn't enjoy any of my successes to the extent that I should have, and I probably didn't seem as confident as I should have been. At the end of the day, I'm not sure that any of those thoughts added value to anything I actually delivered, and so I wish I had just sort of taken a deep breath and gone with it.

Name one person, living or dead, you'd love to have a cup of coffee with?

As a woman who has worked for most of her career on all-male teams, I am fascinated by women world leaders who have led, especially in patriarchal societies. So, I would probably say Elizabeth I or Indira Gandhi — somebody like that.

What's next for you?

I've just recently taken over the sustainability role; I have to sort of get my arms around that. I'm pretty excited. Beyond that, I couldn't say. I'm just enjoying every day with this new portfolio.

About the Authors

Tiffani R. AlexanderTiffani R. Alexander is the senior editorial director, web content and publications of the Association of Corporate Counsel.

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