Team size: 800
Major legal advisers: Addleshaw Goddard, Allen & Overy, Baker McKenzie, Clifford Chance, Dentons, Linklaters, Pinsent Masons, Simmons & Simmons, White & Case
Few industries have seen more change and scrutiny in the last decade than financial services, triggered by the fallout from the global financial crisis. For Barclays, turbulence, controversies and shifts in strategy have dominated. The bank faced a Serious Fraud Office investigation, a multibillion-dollar settlement with the US Department of Justice and similarly weighty fines for manipulating the forex market. Moreover, ring-fencing reforms saw Barclays in March 2016 split into two divisions: Barclays UK and Barclays International.
The stature of in-house legal teams at financial institutions has simultaneously increased, with Barclays in particular widely considered one of the more forward-thinking and innovative legal departments. Much of this run has been overseen by group general counsel (GC) Bob Hoyt, who joined in 2013.
‘Barclays is the furthest in its development, compared to other teams, because of Hoyt and his leadership, and the unique way the legal team organises itself and its operating model,’ comments one Big Four legal head. ‘He has a level of respect with the board and an autonomy that is unusual in an institution of that size. He is also doing all the things people are talking about when it comes to innovation.’
The most obvious manifestation of this was the banking giant’s final panel review in mid-2018 ahead of a long-planned phasing out of formal reviews by 2021. Alongside Hoyt, operations leaders Stéphanie Hamon (now at Norton Rose Fulbright), Jon Doyle and Alison Gaskins (now at a consulting firm) led on Barclays’ reshaping, generating savings believed to run into the tens of millions of pounds.
‘The pace of change within our sector is more rapid than ever. That means we need legal professionals who are agile and excited about using technology to enhance their work.’
‘The pace of change within our sector is more rapid than ever. That means we need legal professionals who are agile and excited about using technology to enhance their work.’
‘A big change in recent years is on the new approach to panel management and the way the law firms interact with us,’ Hoyt comments. ‘This includes seeking improvements from our panel of firms, rather than starting over with a new panel; deploying technology to give enhanced transparency; and challenging law firms to partner with us in seeking new ways to work efficiently. Barclays’ efforts in this area have been widely accepted as pioneering across the industry.’
The overarching strategy is to develop the legal professional, and function, of the future. Innovation and modernising legal services to develop better automation, market intelligence and access to information has seen an automated workflow platform deployed across hundreds of internal clients, a web-based knowledge management portal that staff across the bank can access and a contract management approach finalised. An internal competition saw more than 40 submissions from lawyers across the function identify potential work improvements, while the bank has launched an Innovation Consortium, regularly meeting nine of its panel law firms. On the people side, Hoyt also championed the development of the Mindful Business Charter, the mental health and wellbeing initiative (see Philip Aiken, page 90).
‘The pace of change within the financial services sector is more rapid than ever and legal functions need to keep up,’ Hoyt adds. ‘That means having legal professionals who are agile, ready to acquire new skills and excited about using technology to enhance the work they do. If we can do that, we will keep up with evolving business demands, new products and services, and the complex regulatory environment.’
For Hoyt, keeping up with that pace of change – either digital disruption or changing regulation – presents the biggest challenge. He says that while GCs have traditionally been valued for bringing judgement, perspective and experience to a company, the speed at which business and legal issues change means it is becoming increasingly difficult to strike a balance between relying on experience and being open to new disruptions.
‘For us, this involves the work we are doing to review our target operating models, adding alternative providers to our panel and adopting law tech automation tools. A lot of new tools are being brought to the market and the GC’s role now requires a much stronger understanding of the tools at our disposal so we can deliver the best legal services for the bank with efficiency,’ he continues. ‘Our most-valued colleagues will be those who can use that technology and combine or enhance it with great judgement and experience, a growth mindset and strong communication skills.’
Maaike de Bie
Team size: 75
Major legal advisers: Bird & Bird, Clifford Chance, CMS, DLA Piper, Norton Rose Fulbright
Maaike de Bie has earned a reputation as a pioneering general counsel (GC) adept at both transforming and evolving in-house legal teams as well as guiding companies through wide-ranging change.
De Bie ended her five-year tenure at Royal Mail in 2019, during which the company went through an initial public offering; she was promoted from deputy to GC and nearly doubled her team’s headcount; and established an internal training academy to school junior lawyers on soft skills, such as networking and leadership, in addition to traditional legal training.
Since joining easyJet, however, her role and the issues she faces have broadened. De Bie leads a team of 75 across multiple functions and took on the position of company secretary, with a remit that includes regulatory and policy, data and information security, and claims handling.
‘We’ve spent the last six months getting everyone together to find a common purpose: “Why do we show up every day?”’ she comments. ‘These things don’t happen overnight, particularly when you’re finding time to do it because the day job is already incredibly busy, but bringing people together and collaborating is when you get great ideas and innovation.’
‘We are hoping to drive the industry into a better place.’
Since joining easyJet, de Bie has been part of a number of transformative projects: in November the company became the first major airline in the world to announce it would be offsetting all of the carbon emissions from the fuel on its flights, while also launching a package holiday business in the wake of the Thomas Cook collapse.
The team has been involved in lobbying in Europe regarding the proposed introduction of eco taxes, as the airline industry faces intense public scrutiny for its carbon footprint. ‘We are hoping to drive the industry into a better place,’ de Bie comments. ‘There is currently no viable (carbon-free) alternative, but we didn’t want to wait so we figured the best thing we can do today is offset the carbon we emit from the fuel we use when we fly. This will be an interim step, whilst we focus on developing viable alternatives. Carbon-offsetting doesn’t necessarily have the best reputation, so we needed to make sure that everything we did and said we did was absolutely accurate and credible. We’ll continue to research and implement other ways to reduce emissions, such as removing weight from our aircraft and we’re already championing the development of electric technology.’
Similar to her time at Royal Mail, de Bie has hired an operations professional for the function, Helen Lowe, and will look to refresh the company’s adviser panel this year. She is also introducing a legal training academy at easyJet and is involved in the O-Shaped Lawyer project led by Network Rail’s Dan Kayne (see interview).
Team size: 30
Major legal advisers: Addleshaw Goddard, Clyde & Co, Linklaters
As environmental sustainability continues to creep up the agenda for GCs in many businesses, energy companies particularly face immense challenges – not least an oil and gas company like SGN. In response, the company has undertaken a huge project to decarbonise the energy it produces and repurpose the gas network in response to pressure from customers, regulators and the press.
As director for legal and compliance, Nicola Graham-Shand is at the forefront of helping SGN, which provides gas services to over 14 million people, navigate various restructuring arrangements as part of its decarbonisation. Furthermore, when the UK became the first major economy in the world to pass laws to end its contribution to global warming by 2050, time was effectively up on SGN’s current business model.
Comments Graham-Shand: ‘As a business we need to invest in decarbonisation to promote the long-term sustainability of the gas network. We had to have open conversations with the senior team about what that means in terms of legal and regulatory risk.’
‘As a business we need to invest in decarbonisation. We had to have open conversations with the senior team about what this means in terms of legal risk.’
Rising temperatures have been identified by the business as a major form of risk to environmental sustainability, while the plan is to turn more attention towards cleaner energy products like hydrogen and try to gain a competitive advantage by being the first mover on new services and products.
The legal team has been involved in bidding for government funding for green energy projects recently. ‘Decarbonisation has forced us to look at projects strategically rather than commercially. We wouldn’t traditionally have done projects like this, but we’ve had to step into this role as it is more about de-risking our future.’
Graham-Shand says the industry is likely to see further acceleration of decarbonisation and, as these projects continue to come in significant waves, they will become an increasingly larger part of the work for the legal function at SGN.
‘We canvassed views from government around the challenges of becoming net zero. We’ve had to think about how we can get fit. Ofgem will no doubt challenge us on some areas and the more we can upskill as a business, the better position we’ll be in.’
Team size: 200
Major legal advisers: Allen & Overy, Bryan Cave Leighton Paisner, Freshfields Bruckhaus Deringer, Pinsent Masons
‘I’d say 2014 was a career-defining experience and not like any experience I’d had before,’ reflects Adrian Morris, Tesco’s well-regarded group GC.
Five years on from the £250m accounting scandal that saw the supermarket chain later agree a deferred prosecution agreement (DPA) with the Serious Fraud Office in 2017, Morris still receives phone calls from GCs facing similar regulatory investigations needing advice and invitations to talk about the ‘DPA experience’ at conferences. Multiple GCs say Morris is the first person they talk to when a crisis hits.
‘We were suddenly in this crisis and the key things were: “How do we deal with the immediate consequences of the investigation, stabilise the trading performance and strengthen the balance sheet?”’ Morris comments. ‘The DPA was unusual and only the third agreed in the UK. It was critical for the business that we could work through it.’
Reporting restrictions lifted last year revealed details of Tesco’s DPA, showing it forked out £129m for its fine and £3m in investigation costs following a profit misstatement in 2014. The fraud case against two of its former directors, however, collapsed at trial in 2018. ‘Just as important as dealing with the litigation and investigation themselves was that we were heavily involved in the resetting of the business and looking at why it happened. We relaunched our compliance programmes, reset how we dealt with suppliers, our leadership training, so that these things have become imbedded in the DNA of the business,’ Morris adds. ‘Over the past few years we’ve had to deal with exiting some loss-making businesses, but five years on, the group is much stronger. Customers see us in a much more positive light and compared to 2014, we are fundamentally more competitive.’
The company is now satisfied that the turnaround is complete, he says, and more recently it has been a busy time for the legal team for different reasons, due to the £3.7bn takeover of wholesaler Booker. Morris and his team were also involved in the Competition and Markets Authority’s review of the proposed Asda-Sainsbury’s merger, which the regulator eventually blocked a few months ago over fears it would raise prices for consumers.
With Tesco recently announcing a review of some 2,000 stores in Thailand and Malaysia with the view to a potential sale and exit from international markets, Morris and his team of 200 lawyers continue to have to adapt to a changing business.
‘Our market continues to be dynamic and competitive,’ he comments. ‘Last year, a hard Brexit was a thing that could impact the food retail sector. There are also increasing legislation proposals while business rates and environmental sustainability have become increasingly important, along with our approach to recycling and plastics, which is higher up the customer agenda. My team has stayed fairly constant in numbers, but the skills mix has changed towards more investment in compliance, privacy, and increasingly into technology and innovation.’
Virgin Money UK
Team size: 50
Major legal advisers: Addleshaw Goddard, Allen & Overy, Clifford Chance, CMS Cameron McKenna Nabarro Olswang , DLA Piper, Eversheds Sutherland, Gateley, Pinsent Masons, Shepherd and Wedderburn
Clydesdale Bank acquired Virgin Money in September 2018 in a bid to challenge the country’s largest banks. A year later, however, and its value had more than halved to £2bn, and it rebranded as Virgin Money UK.
GC and company secretary James Peirson oversaw the merger and has been heavily involved in the post-transactional work ever since. The past 12 months have been particularly focused on the court process that allowed for the completion of the combination.
Mergers can sometimes trigger clashes, but Peirson says that while the legal teams of Virgin Money and Clydesdale had different cultures, they were complementary, as were the skillsets of both teams. Peirson comments: ‘Having loads to do has really helped that integration and helped drive that new culture across the team.’
‘James Peirson is one of the best we’ve ever worked with.’
The next 12 months will be focused on integrating the service lines of both businesses, as well as developing new offerings for the company’s core propositions, such as current accounts, personal loans, mortgages, credit cards, savings accounts and business current accounts. ‘We’re making sure we’re living up to high expectations of Virgin Money customers, and pushing ourselves to get behind the development of those customer offerings and redesign some of the technology that sits behind it,’ he comments.
Peirson sponsors the company’s disability inclusion network, which supports people with disabilities from the recruitment stage into the physical environment of the business. The network also considers disability from a customer perspective by working to make sure products are accessible and inclusive for everyone. Virgin Money also has a focus on gender diversity.
Head of client relationships for financial services at Pinsent Masons, Claire Massie, comments: ‘It has gone from being a challenger bank to one of the largest with the Virgin merger. James also leads on diversity and inclusion, and is right at the heart of that. He stands apart at this particular point in time and is one of the best we’ve ever worked with.’
Peirson says there is more work to come from his team in 2020: ‘We’re going to be spending more time over the next 12 months continuing our meticulous approach to mapping out everything the team does and making it work better – our re-engineering programme.’
Team size: 186
Major legal advisers: CMS Cameron McKenna Nabarro Olswang, Gateley, Herbert Smith Freehills, Linklaters, Pinsent Masons, Osborne Clarke, Slaughter and May, Womble Bond Dickinson
Centrica’s group GC, Justine Campbell, had big shoes to fill when she replaced prominent and long-serving GC Grant Dawson in March 2019. Added to that, she and her legal team have since been thrust into a major company restructuring designed to reposition the business as a low-carbon energy services provider.
Scrutiny is high in the energy sector at the moment, with regulators and activists putting increasing pressure on suppliers to produce cleaner energy. ‘There’s huge regulatory intervention – an inordinate amount,’ she says. But the bigger question is: how much of it will continue to be politicised? We are seeing a lot of politicians getting involved in regulatory debates around consumer protection in the countries we operate in.’
‘There’s huge regulatory intervention – an inordinate amount. But the bigger question is: how much of it will continue to be politicised?’
The result has been a lot of deal-making for the legal team, including electric car and distributed energy transactions, ventures with car parks and support in policy changes for newer business models, like decentralised energy systems. ‘A big trend is the challenges around climate change and how companies deal with it. That’s a huge issue for us everywhere and driving a low-carbon future. Making energy more sustainable will affect my role as much as others,’ says the Freshfields Bruckhaus Deringer-trained lawyer.
As part of its restructuring, last year Centrica announced it would be selling its 69% share in Spirit Energy, an oil and gas firm worth more than £1.5bn with a major base in Aberdeen. As a consequence, Campbell has made 35% cost savings over the last few years and has seen a third of her team’s headcount taken out.
Continuing into 2020, Campbell will continue to help the business reconfigure itself as a sustainable energy supplier. She has started moving towards automating legal work in the team, including an online non-disclosure agreement selector. ‘We also have an app called “Ask the expert”, which is online compliance guidance and we’ve got an intake tool we are going to roll out to triage requests,’ she says. ‘It’s all about ensuring that we have the right culture: innovation, driving change, disruption and also about having the right risk appetite in business.’
Team size: 13
Major legal advisers: CMS Cameron McKenna Nabarro Olswang, Herbert Smith Freehills, Pinsent Masons
Chris Sawyer is recognised within BP as somebody who is on the path to the top and excited about energy transformation.
Based in Aberdeen, Sawyer is managing counsel for BP’s North Sea oil and gas business, which is handling as much business-as-usual work as it is adjusting to seismic shifts in the energy industry towards more carbon-neutral energy production.
In keeping with an increasing number of climate change initiatives across the industry, BP is exploring ways of reducing its carbon footprint for its onshore facilities in the North Sea, while also looking at options for the use of carbon capture utilisation and storage (CCUS), a form of energy production that renders the carbon emissions out of energy processes but has also attracted controversy among policymakers in the past for being costly to trial.
‘Ten years ago, when CCUS was first tried in the UK, the politics didn’t quite work, but business and society are now aligned on the need to drastically reduce emissions. BP publicly acknowledges this and its important role in addressing CO2 levels.’
‘Lawyers have traditionally been slow to explore agile or lean working methods to help manage change.’
BP is also on the cusp of new direction following the appointment of new chief executive Bernard Looney, formerly chief executive for upstream at BP, in February. He replaces Bob Dudley, who announced his retirement after nine years in the top position last October. In February, Looney said BP would work to become a net-zero company by 2050 or sooner.
Within the legal team itself, Sawyer has been trialling new working methods to help free up time for his lawyers to concentrate on personal development. The successful introduction of agile working in BP’s upstream business is now being phased in across the BP legal function and North Sea.
‘Lawyers have traditionally been slow to explore agile or lean working methods to help manage change and workload prioritisation and shared learning. We’ve really embraced various tools like Kanban, value-stream mapping, Scrum and Kaizen to impressive effect.’
Team size: 140
Major legal advisers: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Freshfields Bruckhaus Deringer
SSE has been through immense strategic change recently, announcing its intention to realign its focus on renewable energy and electricity distribution networks while divesting its retail business.
GC Liz Tanner is now leading SSE towards its vision of becoming the leading energy provider in a low-carbon world: ‘We are at the heart of a transformational change that means we have realigned to very much focus on our core business,’ she comments. ‘We now have dedicated and more focused executive committees for each of our seven business units.’
The manifestation of this shift saw in September last year OVO Energy unveil plans to acquire SSE’s retail arm, with the £500m acquisition completed in January 2020. OVO is now integrating that business and its 8,000 staff and 3.5 million customers.
‘Liz Tanner is a class act, understands the business, is pragmatic and great at running relationships.’
In turn, SSE has put sustainability at the centre of its business strategy, with four fundamental goals for 2030. These include cutting carbon intensity by 50%; building more renewable energy output; helping accommodate ten million electric vehicles; and supporting a fair tax and real living wage. Part of the transformational change in the last 18 months has also included a focus on technology across the business and providing better access to data, information and reporting.
Tanner has simultaneously realigned the business’ compliance and regulatory teams so that they are more focused on the needs of each of the business units. She also encourages agile working as well as diversity among SSE’s preferred law firms: ‘There’s a real passion to try and make sure that we as GCs, who have significant outsourcing projects, think about how we are engaging and instructing external law firms.’
Freshfields Bruckhaus Deringer partner Julian Pritchard notes: ‘Liz is a class act. She really understands the business, is pragmatic and great at running relationships with advisers.’
SSE is also undertaking a panel review following the divestment of the retail business, as Tanner comments: ‘A core part of our review will be around understanding culture within the legal panel. We will be trying to understand from senior partners what their longer-term plans are while encouraging the right kind of inclusive working environment.’
Team size: 130
Major legal advisers: Baker McKenzie, Constantine Cannon, Freshfields Bruckhaus Deringer, Lewis Silkin, Linklaters, Shoosmiths
‘The last 12 months have been some of the most strategically important in Three’s history,’ says its GC and director of regulatory affairs, Stephen Lerner (pictured). ‘We revolutionised the technology underpinning our network.’
Lerner is talking about Three’s roll out of its 5G home broadband network and purchase of 100MHz of contiguous spectrum, making it the only operator to own that much spectrum in one block. In doing so, Three became the only UK operator to meet a ‘gold standard’ 5G service, according to the UN’s international communications technology agency. For customers, that is said to result in faster download speeds.
The company believes this gives it a market-leading position with 5G, even if it is smaller than rivals such as BT and Vodafone. Lerner and his 130-strong legal, commercial and regulatory affairs (LCRA) team took a leading role over several years and projects to get there: most notably on the spectrum purchase.
Lerner, who became legal chief in 2006, says the 5G project presented many challenges. The LCRA handled the company’s engagement with its regulator, Ofcom, and had to see off regulatory challenges from rivals to Three, securing a licence variation so that it could own that much contiguous spectrum. ‘We collaborated across the business, creating cross-departmental working groups so that we could prepare for challenges and take advantage of opportunities, while fully understanding the implications across the business.’
The team, which brings together lawyers, economists, procurement, risk experts, government affairs and media relations, also worked on other projects such as an IT and network transformation, which allowed the business to adopt what it claims to be the world’s first cloud-based core mobile network. The company also needed to buy new equipment to support its 5G rollout, such as high-capacity smart antennae, which brought about further regulatory and planning issues. Lerner comments: ‘The seismic scale of this move meant a newfound need for innovation and effective collaboration with multiple stakeholders, from the government and Ofcom, to other mobile operators and tech giants.’
Three chief operating officer Graham Baxter adds: ‘The LCRA team has been instrumental in enabling Three to successfully roll out our 5G network; arguably our most strategically important commercial project of recent times. I’ve seen first-hand how they have adapted and developed in response to the many opportunities and challenges we’ve faced to get to this point, handling discussions with crucial stakeholders, regulators and business partners while playing a key role in making pioneering technology transformations a reality.’
Team size: 92
Major legal advisers: Blackstone Chambers, Covington & Burling, De Brauw Blackstone Westbroek, Herbert Smith Freehills, Freshfields Bruckhaus Deringer, Hogan Lovells, NautaDutilh
Ridesharing giant Uber has arguably been one of the most disruptive companies of the past decade – culminating in a highly anticipated initial public offering in 2019 that valued the company at more than $80bn.
Associate GC for EMEA and APAC, Matt Wilson (pictured), was the company’s first UK lawyer five years ago and now leads a team of 92. That growth has inevitably followed the business’ trajectory, with key projects including launching UberPool; obtaining regulatory change in countries across EMEA; launching Uber Eats; and working to achieve renewal of its private-hire operator licence in London after repeated TfL refusals since September 2017.
Uber’s respected legal director for northern Europe, Helen Hayes, has played a critical role in the company’s licensing battle in the UK. Comments Hogan Lovells partner Charles Brasted: ‘She is helping to deliver a wholesale transformation of culture and governance, which led the way for the global business. She has also built a new legal team across northern Europe, embedded the cultural change in a dozen jurisdictions, and is integral to Uber’s rollout of new products and services.’
Wilson leads a central hub team in Amsterdam with lawyers dotted around the more than 40 countries Uber operates in in EMEA, and has recently taken on responsibility for the Asia-Pacific region. Despite substantial growth in legal headcount, however, he does not expect that to continue into 2020 and is instead turning to efficiency.
‘We can’t scale up in proportion to the global business, so we need to find alternative ways of doing things and helping the business to self-serve,’ he comments. ‘Legal teams add diversity to any business through decision-making – when you have a lawyer around the table you get a different perspective. Done effectively, that is highly valued by the business.’