One of the real benefits of being a general counsel is the opportunity to blend a role as legal counsel with that of strategic business adviser. I have given some thought over the past few months about how to wear these multiple hats and how to develop a legal team that also gets comfortable with this dual role without over-identifying with the business team. There are a few key ingredients to developing this comfort, but we should never lose sight of our role as gatekeeper and our obligation to promote a culture of compliance and ethics.
Clear understanding and alignment on risk tolerance. As my team and I begin to prepare for 2014, we are first stepping back and ensuring we understand what the near-, medium- and long-term goals of our business are and how this blends with corporate strategy. Our goal is to support our company’s growth and—to the extent of continued entry into emerging markets—M&A or other high-risk/high-reward items that are part of these business plans. We also work to ensure that we understand not only the risk tolerance of the business, but also any potential shifts in the risk tolerance of the corporation as a result, so that we either keep up with these shifts or discuss the implications of the same with the management team and the board of directors.
In addition, we develop strategies for how to support both the determination of risk tolerance and risk mitigation. For example, we are looking at how we can start to implement legal, compliance and enterprise level risk assessments into the decision-making processes of our divisions, so that they can factor these potential risks in as they do their own market level assessments, while also crafting mitigation plans. We are also organizing enterprise risk workshops within each of our divisions and on the corporate and functional level, the output of which will flow into heat maps, risk dashboards and, ultimately, the long-range planning process.
Involvement in business-level strategic planning. One of the clear steps we have taken over the past few years is to embed our lawyers in the business as business partners, so that they can obtain a bottoms-up understanding of the operations themselves. This is a win-win for both the business and the lawyers who start to become comfortable and proficient in how the divisions are run and why certain decisions are made, so that clear legal input can be provided early in the decision-making process. To combat the risk of over-identifying with the business team, strong relationships with the legal team are maintained.
Optimizing legal department operations. We are also working to build a legal function that can best meet the evolving needs of the business by striking the right balance between fixed and variable costs (i.e., striking a balance between an optimized in-house legal function and the use of outside counsel, legal process outsourcing and other support). This is a true balancing act. We have recently surveyed our business teams in an effort to determine the best methods for delivery of legal services, and when and how our lawyers need to be involved, and look forward to using the survey results to better inform how we operate.
Above all, develop new skills. As your business continually transforms itself and plans for the future, be willing to develop the skills your corporation will need from you and your team on a go-forward basis (executive MBA anyone?), so that the focus is always on adding value or repositioning to ensure that value is being added.
A. Verona Dorch is vice president, general counsel and corporate secretary at Harsco Corp.