Strategy – Ensuring your legal activities support your organisation’s strategy and key players.

First of all, this does not happen by chance. It needs to be planned carefully.

For those of you who are Legal Directors and/or Company Secretaries, you have lots of opportuni-ties both in and out of the boardroom to build relationships with your key people to ensure that the company’s strategy is well supported.

Therefore, this blog is aimed more at those lawyers who do not hold these positions. For example, during my time at the Co-operative Bank, I reported to the Support Services Director and the Com-pany Secretary to our board was from our parent company.

I am going to describe two key ways to approach alignment:

1) Relationship Relationships Relationships…

When the Law Society Commerce and Industry Group conducted its first survey (under my leader-ship) called the ‘Scapegoat or Saviour’ in 2002, we found that while a lot of lawyers did not have any access to the Board, the Enron crisis was changing the perception of in-house lawyers. Most in-house counsel now either report to Board/Directors themselves and/or Company Secretaries.

In order to build any relationships, you must have access. In my case, I had clearly had access to the board through my director; and it was agreed that I would see the board papers even though I obviously did not attend. Do you have or need access to board papers on a regular basis? Is there someone who can grant you access?

Producing papers to the Board may also give you an opportunity to meet them (either formally or informally). Any papers that required legal input or were generated by me would be presented by my director boss (who was non-legal) to the board. I had to ensure that he was fully briefed to an-swer any questions that may have arisen. If this is your situation, then preparing a FAQ for your boss may be a good way to build a mutual trust between you.

I also initiated and built a close working relationship with the Company Secretary; and through her, got to know some of our main board members. Who is willing and able to introduce you to the key members of your organisation?

Should you be a sole in-house lawyer with no formal reporting line, then be sure to build relation-ships with the Chair or CEO before you have to report a crisis! Don’t let this be the first time you talk to them. Find out what drives them as people as well as what supports their role within the company. For example, I asked for information about my CEO at the Bank before my first meeting, such as the kind of person he was and how best to work with him. He and the senior management at that time were looking for someone with clear ideas on how to support them on their business initiatives whilst keeping them on the right side of the regulatory mazes we operated in. This suited me well as I could guide and educate them into enjoying working with lawyers! I also found out that heritage and values of the Co-operative extensively in this area and volunteered for any related project that came my way. This enriched my role enormously and helped me integrate myself as a vital member of the senior management team.

Your access to Board members may be transactional, so your objective may be to deliver a first class legal service which supports the business and the people involved. Your primary role here is to explain and illustrate areas of relevant law to senior people (in a respectful and non-condescending manner) who have their own areas of expertise. Don’t assume that they are lacking any knowledge of the law.

You should use this transactional work to get to know what is important to them, both in and out of the business arena. Doing your ‘homework’ on the strategy, vision and values of the organisation so that you are aligned to theirs is essential as finding out about them personally. Identify how they like to work and communicate (i.e. emails/full reports/telephone/face2face etc). You may need to provide information so that they can solve their own challenges or locate solutions that they can use – don’t be afraid to ask them!

2) Mapping Legal Activities to support the Strategic Plan

At the Co-operative Bank, we undertook an exercise of ‘Mapping Legal Activities to support the Strategic Plan’. This allowed us to see where the gaps were and to promote awareness (if appro-priate) of services we were delivering.

I therefore map out this exercise here, which should give you the opportunity to identify any day-to-day activities, you and your team carry out to four key areas. I have also set out in italics how we handled this at our Bank, which may give you some ideas.

A. Strategic Plan

Q: What activities do you do that supports the strategic plan and demonstrates your understanding of the business?

In my experience, if I am honest, we did struggle with this a bit at first. We could identify major transactional work or projects that we worked with main board directors on, but day-to day-activities?? It may be that being involved in the major areas is enough – it was for us at the start. We then commenced an awareness campaign to ensure the knowledge and understanding of our contribution in these areas was appropriately recognised.

It was a requirement by the Board that these projects were signed off by legal and we made sure that our contribution made the right impact. We were involved in all major business projects, both at the Steering Committee and Project Team levels.

I was also proactive on building relationships with my senior management colleagues outside of these projects and learning about their areas of expertise (without trying to do their job). We also had regularly had social meetings and my team would spend time in other departments to under-stand their pressures.

Internally, I ensured that the team was kept up to date on the progress of the significant transac-tions that the board members and senior management were involved in. This ensured that if any of them asked in our absence, they would know the team was behind them.

B. Vision and Values

Q: What activities do you do that supports the vision and values of the business? Are you a role model?

When we looked at the vision and values of our bank, we could identify our work as both PR and Marketing functions (in which our CEO took an active part as he had initiated our famous ethical policy). We could identify activities which involved protecting and promoting our brand that entailed working with these departments on a monthly/weekly/daily basis (depending on the activity).

Furthermore, as part of the senior management team, I was involved in helping establish the vision and values while acting as a role model in exemplifying these traits. I also worked very closely with HR on personnel development, including leadership and management programmes. Each time we reviewed our competency assessments, I offered my legal team to be part of the pilot schemes for testing.

C. Corporate Governance

Q: What central “corporate governance” systems are in place? Are you part of that process? If so, how?

We not only had corporate governance systems in place due to our history as a co-operative herit-age and being a bank, but we consistently reviewed this on a yearly basis – particularly with re-spects to developing our policy on ethics.

Regular meetings were undertaken with the business and our compliance department (it was called internal audit at the time). We discussed ways to educate and simplify procedures with an eye towards being proactive, not reactive.

Action plans (not minutes) were produced from these meetings to ensure that they were result fo-cused.

D. Risk Management

Q: What role, if any, do you have in connection with risk management policies and process that are in place?

We produced a table showing the main regulatory matters and who was responsible for compliance – business and who in legal was responsible for advice. Then, either in relationship or regulatory meetings, we could discuss what was needed from education to training (e.g. risks of outsourcing for senior managers to consumer credit training for front line telephone staff) and set a 12 month timetable.

We worked with our Purchasing department to set up a Supplier and Acquisition Policy and Proce-dure and jointly rolled this out to our colleagues throughout the Bank. It was extremely well re-ceived.

Q: What is the role of your in-house and external lawyers, and what should be the roles of your in-house and external lawyers?

Internal Lawyers

External firm

The responsibility for instructing external solicitors was set out in our own internal policy and had to be signed off by me. Recommendations from my managers were expected.

We had a policy put in place as to when a Board Director or Senior member might be able to instruct external lawyers on their own behalf. Otherwise, the policy was that all legal matters went to my team and me.

 We did discuss both risk management and corporate governance matters with our external lawyers at our regular client care meetings.

Conclusion

The best advice that I can give you is not to wait for them to come to you, but to have a rolling 12 month plan as to how you can build and improve both of your relationships and the quality of legal and quasi-legal services you perform for your client.

Any questions about this blog please email me –

For members of the GCR Club, there is a complimentary email-coaching programme to support you and/or your team on putting into action the suggestions contained in this blog. Just contact me on the above email for further details.