AIG Europe
General counsel: Chris Newby
Team size: 140
Major law firms used: Clifford Chance, Freshfields Bruckhaus Deringer, Berwin Leighton Paisner, DLA Piper, RPC, Clyde & Co, Eversheds Sutherland, Macfarlanes
The in-house legal team of mostly – unsurprisingly – insurance lawyers at AIG, spread across more than 40 countries in Europe, the Middle East and Africa (EMEA), sees itself as a genuine strategic partner of the broader business. ‘[Legal is] the moral compass of the business. You can’t just be the law department; it’s about finding solutions and helping the business around problems,’ says EMEA general counsel (GC) and chief operating officer (COO) Chris Newby. ‘Legal is recognised as a significant function within AIG Europe.’
It is this role Newby cites as a key strength of the in-house team and one he backs up with his appointment as an AIG Europe director, which has seen him advise the board for the last six years. But he also believes his team of around 140, spread across corporate secretariat, legal and regulatory compliance, has significant strength and depth, with few people leaving the team over the last five years. This has been achieved, he says, by expanding the roles of people it might otherwise be difficult to promote.
‘We build links with law firms at all levels through our team to help their career development, so that as lawyers go through firms, from mid-level associate to senior associate to partner, our lawyers move up at the same rate.’
This in-house experience and internal knowledge is matched by the team’s spread across AIG’s 25 European businesses, with lawyers in most of its major countries. This means the team can give the business a ‘pan-European’ view without having to rely heavily on external counsel. As Newby says: ‘There isn’t really any area that we can’t cover internally in some shape or form.’
Newby is also the chair of the AIG EMEA diversity and inclusion council, and points out that his team has a lot of female lawyers, as well as ingrained flexible working and maternity leave initiatives. ‘We have a pretty open policy on that side of things, which means our female talent is not leaving the business.’ AIG legal counsel Samantha Stocker is one Newby points to as a ‘home-grown’ future leader who has particularly stood out of late.
The in-house team has long been seen as a leader in innovation and technology, an area it still focuses on, particularly through an automated service centre in Manila and through an in-house workflow tool the business built itself. Newby also took on the in-house COO role last year, a position he sees as overlapping with his senior leadership role and core job as GC.
Aviva
General counsel: Kirsty Cooper
Team size: 324
Major law firms used: DLA Piper, Allen & Overy, Linklaters, Latham & Watkins, Slaughter and May, Pinsent Masons
The strength of leadership in the highly-regarded in-house team at FTSE 100 insurer Aviva is consistently praised, even as the team saw significant change over the last year. And it is not just the high-profile GC and company secretary Kirsty Cooper whose leadership is pointed to: new GC for UK insurance Alison Gammon, GC for Aviva Investors Rachel Wheeler, GC for international markets and group competition Lee Callaghan, and GC for M&A capital markets, Asia and digital Neil Harrison are all cited.
‘Kirsty is a very effective leader and there’s a really strong group of GCs just below her,’ says Pinsent Masons head of financial services Alexis Roberts. ‘They are all strong and have a range of expertise.’
Cooper reiterates the sentiment, while going further: ‘I’ve got in my direct reports some exceptional leaders, but we’ve also got some exceptional technical expertise, both in the leaders and further down, especially in UK insurance and some of the more technical areas.’
Cooper manages 224 people in the UK, of which the vast majority are lawyers, as well as 100 across the rest of the world in areas such as Canada, Poland, Singapore and Hong Kong. The broader Aviva group restructured in 2017, merging the UK life and general insurance businesses. This saw Cooper cut her direct reports from 12 to seven and led to a decision to have one GC responsible for the new arm: a role filled by Gammon, who joined from healthcare group Bupa last year.
‘We’ll get some quick wins this year.’
The reshuffle followed the departures of the highly-regarded Aviva UK Life GC Monica Risam, who joined Lombard International Assurance, as well as Tim Vickers, who led Aviva’s general insurance legal team. Cooper comments: ‘Alison’s been a great hire and really hit the ground running. She had both the experience of life insurance and general insurance, and with the businesses coming together I wanted someone who had experience in both.’
Aside from the restructuring, other recent standout work includes the acquisition of Friends Life for £5.2bn in 2015 and integration work to bring the two companies together. Cooper also points to the team’s work on the company’s MyAviva platform and ‘Ask It Never’ proposition – an advanced form of underwriting that enables the customer to receive a quote after answering a few simple questions.
Recently-appointed head of legal operations Amanda Brock has been charged with leading the team forward on innovation.
‘We’ll get some quick wins this year,’ Cooper says. ‘Having somebody like that who really holds you to account in terms of performance and efficiency management is really, really important.’
Prudential
General counsel: Alan Porter
Team size: 220
Major law firms used: Clifford Chance, Linklaters, Cleary Gottlieb Steen & Hamilton
Life insurance giant Prudential GC Alan Porter oversaw serious expansion in 2017 as the company explored new markets.
A key deal was the acquisition of a majority stake in Zenith Life of Nigeria. The transaction, which was completed in July, also saw Prudential enter into bancassurance partnerships with Zenith Bank in Nigeria and Ghana. Above all, the deal represented Prudential’s entrance into the Nigerian market, Africa’s largest economy. Prudential’s group and Africa legal teams played a pivotal part in striking the deal. Simon Ramage, who has been with Prudential since 2010, heads up the company’s group legal function. Kim Bromley, Prudential’s head of legal for Africa, has been with the insurer since 2012.
The group and UK legal teams also picked up prominent roles in striking a ten-year strategic partnership with Tata Consultancy Services, a global leader in IT, business process and digital services. The rationale behind the partnership was to use Tata’s expertise to enhance Prudential’s services to UK savings and retirement customers.
Last year also saw Clifford Chance advise Prudential for the first time on a heavyweight transaction. The Magic Circle firm, led by finance partner Maggie Zhao and M&A partner Hilary Evenett, was on hand as Prudential picked up a vital share of Bradford & Bingley loans from the UK Government, the total value of which was £11.8bn.
‘We support Prudential through our integration with the business, a seat at the group executive committee table and close involvement with our individual business unit leadership teams.’
At the time, Zhao said: ‘To our knowledge, it is the first large-scale UK portfolio acquisition won by an insurance company through a competitive bidding process. This is also one of the first transactions Prudential put together to implement its pan-European portfolio acquisition strategy, competing directly with traditional private equity houses and asset managers in this market.’
Porter comments: ‘Our role is to support the Prudential group in achieving its strategic and operational objectives while ensuring that it manages legal risk. It does this through integration with the business, a seat at the group executive committee table and close involvement with our individual business unit leadership teams.’
Porter recently created the role of head of operations for group legal, governance and secretariat. Benjamin Devon, a risk and compliance lawyer who has been with Prudential since 2013, assumed the new role and is tasked with promoting greater collaboration between the group legal, governance and secretariat functions.
‘We provide a supportive environment to our colleagues and actively encourage career development opportunities across our geographies,’ says Porter. ‘This model is designed to enable our lawyers to fulfil their potential and drives our success as an in-house legal community.’
Legal & General Group
General counsel: Geoffrey Timms
Team size: 35
Major law firms used: Slaughter and May, Clifford Chance, Eversheds Sutherland, Pinsent Masons, Macfarlanes, CMS Cameron McKenna Nabarro Olswang, Simmons & Simmons
‘As GC I find it invaluable to have a strong legal team,’ says Legal & General’s Geoffrey Timms. ‘They enable me to stay employed without doing much work.’
Getting there took a lot of work on Timms’ part, however. ‘The team is fairly unstructured, but unstructured co-operation is the hardest thing of all to achieve. I have tried to build people around me who are capable of getting on with things without direction. My philosophy is that if one of my lawyers has something to raise, they should go directly to the chairman rather than relying on me as the conduit. I want the fantastic work my team does to be seen directly by the business.’
The success of this policy is evident in the diverse career paths some of Timms’ senior lawyers have taken. Kaye Maguire left to become chief legal and resourcing officer to Legal & General Investment Management in 2017. In this role Maguire will be responsible for HR across a business unit that currently has around £1trn assets under management. Similarly, Natasha Mora, GC of corporate and Legal & General Capital, will shortly be moving to Australia to run Legal & General’s Asia-Pacific business operations.
‘Anyone who has an aspiration to move into business will be snapped up’, comments Timms. ‘The company can see the value lawyers bring to the table and are happy to move them laterally into non-legal roles. The breadth of Legal & General’s operations – covering everything from clean energy to aircraft leasing – also gives our lawyers plenty of scope to build up a range of expertise and skill. It has been several years since we lost someone senior to an external recruiter – the opportunities within the group are just too good to match.’
‘If one of my lawyers has something to raise, they should go directly to the chairman. I want their fantastic work to be seen.’
Chief executive Nigel Wilson describes the legal team as the midfield of the business: ‘They bring the grit that stops us conceding goals and the flair that allows us to score. Often, Geoffrey and I will form a negotiating team with the senior lawyers. I never see that on the other side of the table.’
The trust the business places in its lawyers is also shown by their close involvement in commercial matters, with the team effectively left to run many of the group’s M&A deals. Last year, Claire Singleton, GC of Legal & General Capital, ran the £630m sale of its Mature Savings unit to Swiss Re and was also closely involved in Legal & General’s acquisition of the remaining stake in CALA Homes, the UK’s tenth-largest housebuilder.
That deal, says Timms, reflects Legal & General’s commitment to developing new product lines. ‘Things like urban regeneration have been a major focus for us in recent years. Few people are aware that we are at the forefront of building modular housing in the UK. We try to be a market disruptor, both because we like to do new things and because we have a lot of long-term financial commitments. There is nearly £80bn on our annuity book, so we need to think long term and find assets and investments that will deliver over a 40-year cycle. As the market shifts, the longevity and credit risks we have to be aware of as lawyers shift with it. That comes back to the need for a legal team that is comfortable working outside the confines of the law, addressing senior figures in the business.’
RSA
General counsel: Charlotte Heiss
Team size: 25
Major law firms used: Slaughter and May, RPC, Linklaters
Charlotte Heiss, GC of insurance giant RSA, is no stranger to the GC Powerlist, having been named as a Rising Star in the 2014 edition.
This year her legal team is highlighted after a standout performance. The function consists of a small head-office team of two lawyers, both of whom have an ‘incredibly broad role’. There is a five-strong team of company secretary staff, in addition to regional GCs in Canada, Scandinavia, the UK and the Middle East, all of whom have a team underneath them.
Despite the small size of the head office team, it played a significant part in one of RSA’s most important pieces of work in 2017. Senior legal counsel Yvonne Lee, who has since left to join Slaughter and May as senior counsel, supported Heiss on the issue of two floating-rate restricted tier-one notes of around £300m in aggregate size.
Slaughters capital markets partner Guy O’Keefe advised RSA on the mandate. He comments: ‘Charlotte Heiss is a very impressive GC and very good to work with. I have been involved in several transactions where her advice has been much needed. She is a very good advisory GC to the board too.’
‘It’s a conscious decision to have such a small team. People have fewer roles but are focused on what’s important for the business.’
O’Keefe also praised RSA’s head of legal for the UK and international business, Jonathan Cope, describing him as ‘a very good transactional lawyer’. Of the team as a whole, O’Keefe says: ‘It might be a small team, but it rightfully has a strong reputation.’ This supports Heiss’s assessment of her own group: ‘It’s a conscious decision to have such a small team. We are a business that is undergoing transformation and my team is regarded as best in class. People have fewer roles but are focused on what’s important for the business. We can attract and retain really high-quality people.’
Another major transaction for RSA came at the beginning of 2017, when it disposed of £834m of UK legacy liabilities to the Enstar Group. Heiss led on that deal again, supported by Cope. She regards this work as some
of the most substantial handled last year, describing it as ‘an ongoing process.’
While not a dedicated head of legal operations, Peter Townsend, RSA’s head of financial crime, deals with a lot of that type of work. Reporting on a dotted-line basis to Heiss, Townsend is spending half his time making sure RSA will be GDPR-compliant. ‘GDPR is taking a lot of work, but we are confident we will get there before May,’ Heiss says.