TMT Focus | Spring 2016
Working long hours, expected to be available at all hours, and labelled a cost-centre. Such are the pressures of life in-house. The days of commerce and industry as a softer option for lawyers than the toil of the law firm associate track are rapidly drawing to a close.
‘Ten years ago an in-house lawyer would say they make less money but have a better life than private practice, but now I doubt they are working any less than they would at a Magic Circle firm,’ says Geoffrey Timms, group general counsel at Legal & General.
As members of the ‘live-to-work’ generation, many in-house counsel find keeping outside interests alive a struggle. Timms finds his outlet playing bass with his band, Norwegian Blue, but for some of his peers the best way to unwind is engaging with an outside project that builds on work skills.
Funke Abimbola, general counsel, company secretary and corporate compliance officer at Roche UK, is a point of reference here. In spite of a demanding job and raising a 13-year old son, Abimbola serves on the boards of directors at a number of schools, forums, committees and charities, as well as maintaining speaking, lecturing and mentoring commitments. Fitting in so many London-centric commitments is even more challenging for the Hertfordshire-based lawyer.
A directorship is an amazing development experience for any lawyer; you start to get fully engaged with the commercial side of things and it gives you additional perspective on the stuff you face in your GC role.
Ned Staple – Zoopla
‘Roche is a demanding job but I find it very difficult to stop working, even in my spare time,’ says Abimbola. ‘I have fairly strict parameters that I stick to and I’m very careful to guard my weekends so I can spend time with my son, but if I have a spare second during the evenings I use it to work on one of my projects.’
Abimbola has recently taken on the further commitment of becoming a Project Champion for the First 100 Years project. Launched in 2014 by Obelisk founder and chief executive Dana Denis-Smith, the project is supported by The Law Society, The Bar Council and CILEx. It will create a digital film library of female legal pioneers past and present and will be archived by the British Library in 2019, a year marking 100 years since women in the UK were permitted to enter the legal profession.
‘It is an important project to me because it celebrates pioneering women lawyers, many of whom are not known to a wide audience,’ says Abimbola. ‘I also do diversity work for the 30% Club and through the Law Society’s Women Lawyers Division. Gender has always been my main focus so I was very keen to get involved with First 100 Years. I contacted Dana when the project was first publicised and initially provided anecdotes about my career journey together with a biography of my own career. I was then asked to become a Project Champion.’
Last November, Abimbola opened the project’s Spark 21 conference which was chaired by Dame Jenni Murray of Radio 4’s Woman’s Hour. Panellists included BT general counsel Dan Fitz and Supreme Court Judge, Lord Hodge.
In 2014 the Solicitors Regulation Authority changed the criteria for continuing professional development (CPD), bringing an increased focus on leadership activities. ‘Supporting colleagues and maximising potential is one of the things you have to do as a responsible leader,’ says Abimbola. ‘I had to work hard to get to where I am and I suppose that after having overcome so many obstacles I feel privileged. Supporting and encouraging as many people as possible is something I enjoy most about the role I have.’
Miranda Brawn, director of legal and transaction management at Daiwa Capital Markets Europe and CEO of legal consultancy Pluto Law, says helping to develop others is one of the most enjoyable parts of her numerous engagements. She is the first patron of Black British Academics and sits on the board of advisers as vice chair for the Black Cultural Archives. She has just launched a leadership scholarship to help students from minority backgrounds enter the professions.
In addition to her mentoring programme and public speaking engagements with students, she will be hosting a diversity leadership lecture on 15 October 2016 that is sponsored by the University of Law. ‘The lecture has been designed to raise awareness of diversity and equality matters among the next generation of leaders to help them have successful careers. This should eventually help to increase race diversity and equality in Britain’s workforce,’ says Brawn.
‘The pleasure I get from sharing my knowledge, experience and skillset with young people is what drives me to do it. I wanted to give back to society and one way of doing that is getting involved in the community. You need to be driven to succeed and obtain a senior position.’
The perception of boards is that lawyers are good at focusing on the minutiae but not at giving a frank opinion based on experience.
Stuart Morton – Odgers Berndtson
Like Abimbola, she feels that having worked hard to get to where she is, it would be difficult to just take it easy. ‘I started at an investment bank when I was 18. I studied in the evenings, obtained my MBA degree and then my banking qualifications to become a sales trader while completing law school. I did it while working and the hours were hardcore. For me, spending time idly was never an option. You have got to be good at managing your time to fit it all in, but when you’ve spent ten years working and studying you feel blessed to be where you are and tend to learn how to use your time effectively. This time management skill and work ethic have enabled me to have a successful portfolio career.’
This determination to seize opportunity drives Justin Bickle, general counsel and managing director at alternative investment house Oaktree Capital. Bickle is an Executive Fellow in Finance at the London Business School (LBS) where he co-teaches a ten-class distressed investing and restructuring course to MBA students twice a year. He also guest teaches at Harvard Business School (HBS) each March. Bickle reflects: ‘I started off in Plymouth 20 years ago as an insolvency litigator and like most regional hacks when I made it to the City I felt very fortunate to be there. I have always tried to make the best of opportunities as they arise, and as a result have had very broad experience. Teaching at two of the world’s leading business schools is a bit of a “pinch me” moment and it’s an opportunity for the next generation of students to understand how private equity and distressed investing works in practice. Education was my ladder and so I find it rewarding to explain what we do and why.’
Bickle’s winding career path to becoming one of the most highly regarded in-house counsel working in the City’s finance sector played a large part in shaping his interests. Originally a Cadwalader Wickersham & Taft partner, he went to Oaktree in 2005 to learn how to be an investor, and in return, he could use his legal skills and network to help protect their investors’ capital as they bought and created companies across Europe. Though Bickle says entering this hybrid role was the best thing that could have happened to him professionally, it placed him in an unusual position. Surrounded by some of the top investors in the world and a strong team, he began to think about his skillset in a different way.
This led him to discover his main out-of-work interest, working at the English National Ballet (ENB). Bickle has served as chair of the ENB for the past three years and has been a board member for the past seven years. ‘I wasn’t interested in ballet originally’, Bickle says. ‘I had a business contact who invited me to join the board when I was in my late 30s. It was my first charity role outside my day job and I got hooked.’
Do GCs make good non-executive directors?
In 2013 a team at New York’s Cornell Law School decided to study whether lawyers were effective as non-executive directors (NEDs), looking at the composition of S&P 1500 boards over the previous decade. Their study – Lawyers and Fools: Lawyer-Directors in Public Corporations – found the number of lawyers on US boards had doubled in the ten-year period, with 43% of the companies having a lawyer. Further, they noted that these companies’ valuations were around 10% higher than the rest of the S&P 1500.
The situation on UK boards is markedly different. ‘It’s an odd feature of the UK,’ says Carillion general counsel Richard Tapp, ‘that lawyers rarely turn up on boards. You see it a bit more
in the states but it’s conventionally accountants and people who have been through finance teams that get NED roles. This should change, because the increased compliance and general risk businesses have to monitor gives lawyers something very pertinent to add to company boards.’
There are more examples of successful private practice lawyers making the transition to NEDs in the UK. For example, Caroline Goodall, former head of corporate at Herbert Smith, currently sits as an independent non-executive director on the board of Next, an executive on the board of Grant Thornton and a trustee and council member of the National Trust. Ruth Markland, former managing partner for Asia at Freshfields Bruckhaus Deringer has recently joined Deloitte as an independent non-executive director following her spell as senior independent director at Standard Chartered, and Slaughter and May’s Nigel Boardman is a trustee of the British Museum and a vice president of Save the Children UK.
It is less common to see an in-house lawyer appearing on the list of non-executive directors. Stephen Williams, formerly GC at Unilever, is one prominent example of GC-turned-NED. Williams has gone on to hold a number of non-executive positions and trusteeships, including at Croda International, Eversheds, Moorfields Eye Hospital and his current role as chairman of the remuneration committee and member of the nomination committee at Whitbread. But he remains something of an exception.
Why are UK boards reluctant to recruit lawyers as corporate NEDs? Stuart Morton, who used to run Odgers’ non-executive directors’ programme for senior professionals hoping to get non-executive directorships, comments: ‘Lawyers are still not first choice for non-executive roles at companies. The perception of a lot of boards is that lawyers are good at focusing on the minutiae but not at giving a frank opinion based on experience. A lot of chairmen tend also to say they are “lawyered up” already. They have their own GC, they have a firm they appoint – they see another lawyer coming in to advise the business as a bit of overkill.’
Oaktree Capital head of legal Justin Bickle sees the issue partly as one of GCs taking themselves out of contention. ‘Few lawyers seem to go for these types of roles; I’m not sure if they don’t feel like they’ve got the right skills or if others are ahead of the queue because they are perceived to have more appropriate skills.’
John Burchill is founder and chief executive of Business Lawyer UK, which finds flexible legal directors or GCs for SMEs that don’t have an in-house function. Prior to setting up his own business Burchill had a long list of legal positions, working as general counsel of Domino’s Pizza Group and Body Shop, senior counsel at Lloyds TSB and regional counsel at Eaton
Corp in Amsterdam. ‘Your typical backroom lawyer tends not to make a very good NED, but they also tend not to rise to the level of general counsel,’ says Burchill. ‘There is clearly an overlap between the skillsets required to be a good NED and a good general counsel, and success at one tends to suggest an aptitude for success in the other.’
Burchill, who currently holds a non-executive position with Community Dental Services, says the type of business experience it gives you makes it invaluable for aspiring GCs. ‘Lawyers too often get side-lined by business because they are put in a technical or professional box. I’ve been delivering technical legal advice for years but it’s impossible to do that without also developing a very broad range of business skills. Good corporate counsel have got a wide range of skills and they should communicate that more often. A non-executive position is one way of helping to convey those skills to business. Lawyers tend to have good communication skills and once you take up posts as a non-exec, your broader personal and communication skills are tapped into.’
During his time as chair, the 65-year old touring company has been transformed. ‘ENB is full of great people, but it needed organisational structure and artistic leadership. Hiring the Royal Ballet’s principal dancer Tamara Rojo as our artistic director in August 2012 was the game changer. I thought Tamara would be a brilliant artistic leader which has turned out to be the case. The challenge then was to assemble a team for the journey. During the past three years we have turned around the business. Tamara has invested in bold new artistic repertoire, we launched a re-brand based on high art and fashion (an award-winning collaboration with Vivienne Westwood) and rebuilt the board. We’re currently working on a transformational property project to build a new headquarters in Canning Town for ENB and its affiliate ballet school. I suspect that will be my legacy as chairman.’
One of the biggest professional advantages of this work is building contacts. ‘Being chairman of ENB may well turn out to be the best thing I ever do in my career. Having a chance to work with leading lawyers and fellow board members like Kirsty Cooper [general counsel at Aviva] and Chris Saul [senior partner of Slaughter and May] is very rewarding, and we now have a strong board of senior non-executives from leading corporates, investment banks, law firms, arts organisations and government.’
Daiwa’s Brawn echoes the point that outside interests also help in-house counsel expand their networks. ‘I am involved in charitable initiatives and my network is very important because you can draw on them to help these organisations. This was useful when I was a Global Poverty Ambassador in association with the Bill and Melinda Gates Foundation a few years ago,’ says Brawn.
A world of opportunity awaits the visible. To be part of driving change regarding diversity in the workplace, I had to start by getting out there.
Funke Abimbola – Roche UK
Abimbola, who was recently appointed to DRIVE (Diversity Recruitment Institute for Value and Excellence), the House of Lords Committee focusing on diverse recruitment across several industries and chaired by Baroness Royall, says that the visibility she had from prior voluntary appointments had been instrumental in securing her involvement with DRIVE: ‘A world of opportunity awaits the visible. If people don’t know you’re out there doing what you are doing, you aren’t even in the frame for these things. For me it was a case of realising that if I wanted to be part of driving change regarding diversity in the workplace, then I would have to start by getting out there networking, getting involved and building up my profile before being in a position to influence that change.’
Barry Matthews, director of legal affairs and third-party sales relationships at ITV, has had to think creatively in order to maintain his out-of-work activities.
In 1999 Matthews started as a volunteer at the HIV charity Body & Soul. He found particular fulfilment in chairing sessions for BaSe (Body & Soul Experience), a group offering support to children aged six-12 that have been infected with or impacted by HIV, and subsequently deepened his commitment to become a regular youth worker for the charity.
Matthews eventually had three children of his own and found he could no longer contribute the same amount of time to Body & Soul, though instead of accepting defeat he found new ways to help by acting as an adviser to a professional services volunteer group and has since contributed £1.5m worth of free legal advice. Matthews has in addition expanded this idea into a time bank that allows the charity to draw down on time donated by a range of professional service providers.
A non-exec position teaches you to get your sleeves rolled up and make sure you get your ideas to the table.
Kirsty Cooper – Aviva
‘Since 2009 there has been a big reduction in available funds for charities’, says Matthews. ‘It’s been a turbulent time for Body & Soul and I was desperate to find new ways to help. HIV is still a big issue and there is a lot of misinformation out there. If anything, the stigma attached to the virus has actually got worse since I started volunteering. It’s a charity that is very close to my heart and I am proud to be able to help others donate their time.’
In their pursuit of a life away from the office some get entrepreneurial. Ned Staple, GC of property search engine Zoopla, helped set up the shopping service, Farmdrop, in his spare time. Staple founded the company with his friend, Morgan Stanley banker Ben Pugh, in June 2012. Farmdrop, which has just completed an initial fundraising with the founders of Skype via their venture capital fund Atomico, is in growth mode but the demands of working as GC at a FTSE 250 company means Staple has since scaled his involvement back to acting as a director.
He traces his interest in running the business back to working as a corporate lawyer at Freshfields Bruckhaus Deringer. ‘I guess I’ve always been interested in food provenance but it was the experience of being a young lawyer going to the supermarket every night to pick up food after a long day in the office that turned me on to it. It was an unappealing way to eat and there is a keener interest in [food] quality and freshness more generally. It struck me that there was an opportunity to do something different. Both Ben and I felt frustration with supermarket food shopping and the more we looked at it the more we saw there are so many layers added on to supply chain with no discernible benefit to the consumer. In search of simplicity we thought it would be better to go to the source. We realised that with new technology it could be as convenient as any shopping experience you can get anywhere else.’
Career development is not the main motive for adding duties to an already hectic schedule, but the value of a non-executive directorship (NED) to a GC’s career is a factor for many.
‘It’s essential to do something like this to help build your in-house career,’ says Staple. ‘I have a personal interest in Farmdrop, being both a founder and shareholder, but even if I didn’t it would be the type of thing I’d seek out. A directorship is an amazing professional development experience for any lawyer; when you do something like this you start to get fully engaged with the commercial side of things and it gives you additional perspective on some of the stuff you face in your GC role. You come away with a completely different view of how a business operates.’
I started at an investment bank when I was 18. Spending time idly was never an option.
Miranda Brawn – Daiwa Securities Group
Kirsty Cooper of Aviva has drawn similar professional lessons from serving alongside Bickle as a trustee of the English National Ballet. ‘A huge corporate entity like Aviva has lots of resources and lots of subject matter experts so you tend to have a fairly well-defined role, but when you transport yourself to a much smaller organisation with a very thin infrastructure you find the fluidity of the role quite a challenge. At a place like the ENB you end up doing a little bit of everything. It’s a challenge, but you also see the different ways in which your skillset can contribute to the organisation’s success. When you take up a trusteeship you think about the value of your role much more broadly.’
Like Staple, Cooper emphasises the benefits this trusteeship has had on her ability to act as GC. ‘A non-exec position makes you think a lot more carefully about your contribution to the organisation you work for. It teaches you to get your sleeves rolled up and make sure you get your ideas to the table. I definitely reflect a lot more on whether I’m allowing a job title to define what I can contribute to the company now, which can only be a good thing.’
The value of NEDs to ambitious in-house counsel is much cited by head-hunters. ‘Legal counsel who want to show the board that they are capable of taking a step up and advising the business will often look for non-exec positions to give them a broader experience,’ says Jane Fry, a specialist in senior in-house recruitment at Barclay Simpson. ‘A lot of these seem to be with charities, which is partly because lawyers love pro-bono work and good causes, but also because it’s easier to get a non-exec role at a charity. Corporate NEDs are fiercely competitive, but once you’ve held one directorship others tend to follow and a charity is a good entry-level position.’
Since 2009 there has been a big reduction in funds for charities and I was desperate to find new ways to help.
Barry Matthews – ITV
Stuart Morton, a partner at the business and professional services practice at executive recruitment firm Odgers Berndtson, comments: ‘Non-executive positions on charities are very much in demand by all professionals for a combination of reasons. They give experience of how an organisation runs and they introduce you to co-trustees and the chair of the organisation. That’s very useful if you’re trying to get a senior position, because head-hunters will usually try to get a reference from the chair when they longlist a person. A NED is certainly a sensible start if you’ve got designs on a senior position in a company.’
Bickle sums up the appeal of broadening your horizons for in-house counsel. ‘It’s not the only reason I do it, but it is true that when you take on a directorship you’re demonstrating skill sets beyond being a lawyer. I like being a lawyer but if people call me “just a lawyer”, I get offended.’