Chris Newby
AIG
Team size: 140
Major law firms used: Bryan Cave Leighton Paisner, Clifford Chance, Clyde & Co, DLA Piper, Eversheds Sutherland, Freshfields Bruckhaus Deringer, Macfarlanes, RPC, Womble Bond Dickinson
‘We don’t really mind what happens with Brexit because we’ve got it covered.’
‘We’re in a position where we don’t really mind what happens with Brexit because we’ve got it covered,’ AIG EMEA general counsel (GC) and chief operating officer Chris Newby says. ‘It’s been a busy year and we’ve led on three key projects, which has kept us out of mischief.’
Those projects have dominated the workload of Newby’s 140-strong legal team. There was GDPR and an EU Insurance Distribution Directive to deal with, as well as a headline Brexit transaction the insurer announced in April 2018: splitting the European business between two new entities in Luxembourg and the UK to ensure minimum disruption to its insurance coverage when Britain leaves the EU.
He says AIG was one of the first companies to finalise such a transaction, which was confirmed in late 2018. Most of the work was handled in-house, requiring the recruitment of additional lawyers on a short-term basis, while Freshfields Bruckhaus Deringer partner George Swan provided external legal advice. ‘A new legal entity generates a lot of work,’ Newby comments. ‘We decided from a client perspective that for policyholders, getting a Brexit-proof structure through prior to 29 March was a competitive advantage. But even though we’ve got a structure, there will be a lot of regulatory work flowing out of Brexit.’
The wider business changes also saw the legal team reshuffle. It was previously divided between northern and southern Europe, but that has shifted to a split between Continental Europe and the Middle East and Africa (MEA). Diego Manzetti is GC of the former, relocating from Italy to Luxembourg, while Aviram Gavish is GC for the MEA region. The third region is the UK, headed by Newby, who also has oversight of all of EMEA.
Another recent initiative, called the Way of Working, sought to increase efficiency within the legal department. That saw the development of an in-house workflow management tool to help improve the way the business instructs lawyers, while every one of Newby’s lawyers has an individual career development plan. Newby added the in-house chief operating officer role to his responsibilities in 2017.
‘The legal team has got to show it can support the moves of the business. If you’re a chief executive, utilising the legal function in that way means you can get more out of legal.’
Joanna Nayler
JUST GROUP
Team size: 12
Major law firms used: Clyde & Co, Eversheds Sutherland, Herbert Smith Freehills, Hogan Lovells, Macfarlanes, Pinsent Masons, Slaughter and May, Taylor Wessing
Joanna Nayler, group GC at Just Group, has been credited for bringing her legal department closer to the front line of the retirement market-focused life insurer. She is a self-confessed ‘risk management specialist’, overseeing legal risk across the FTSE-listed company, but she has also advised on substantial deals.
Nayler joined Partnership Assurance Group in 2013 as GC and advised on its merger with Just Retirement Group to form the Just Group in 2016. ‘The merger was a really lengthy process. We worked with Freshfields Bruckhaus Deringer on a scheme of arrangement deal, which had to be sanctioned by the courts. Both companies did pretty similar things and it was a merger of equals.’
In August last year, Just Group acquired a 75% stake in the holding company of Corinthian Pension Consulting, which led to Nayler stepping outside of her role as GC. ‘As business lead, I enjoyed leading a cross-functional team on the due diligence assessment and acquisition of the business.’
She oversaw a smooth transaction within five months of initial due diligence. ‘GCs are being exposed to more areas of businesses nowadays. There is more of a crossover into corporate governance and regulatory advice.’
The Just Group does not have a formal panel but will typically go to two or three law firms a time for work. Efforts to bring legal work more in-house since the merger saw the company save £150,000 in 2018. ‘The goal now is to replicate this in other parts of the team by streamlining work so the business can become more self-sufficient,’ says Nayler.
Her advice to aspiring GCs is to ‘worry less’ and seize opportunities. ‘In my previous job as legal counsel at ACE European Group [now Chubb], I was seconded to a European subsidiary that was in distress. That was a big step outside of my comfort zone, but I learnt a huge amount.’
Edward Davis
AXA UK
Team size: 30
Major law firms used: Clifford Chance, DAC Beachcroft, Hogan Lovells, Linklaters, Pinsent Masons
‘It’s easy to sit on the fence as a lawyer, but it’s really important we don’t do that.’
It has been a frenetic few years at the UK arm of French insurer AXA, with major corporate transactions and increased regulatory pressure keeping GC Edward Davis and his legal team busy.
Identified as the most important piece of legal work in recent times by Davis, AXA UK undertook a landmark transfer of its historic disease liability book to rival Riverstone in 2017, including mesothelioma and noise-induced hearing loss. He says it was the culmination of over three years’ work when it finalised in October 2018.
Behind the scenes, he and his team have also been busy preparing for Brexit, in whatever guise it may ultimately take. ‘As we trade across borders, we have put a lot of work into making sure we are ready, assuming a hard Brexit,’ Davis says.
Regulation has also become tougher, with the likes of the Financial Conduct Authority (FCA) taking further steps to impose itself on the insurance industry. In particular, the FCA wants to improve customer outcomes. ‘That’s a challenge we want to meet. It is vital we improve customer experience. We have to have a dynamic relationship with our regulators.’
He has joined a slew of GCs exploring managed legal services, where aspects of the legal function are outsourced to external providers. In the case of AXA UK, litigation as a whole has been offloaded to panel firm DAC Beachcroft, meaning the in-house team is freed up to focus on non-contentious matters.
He notes: ‘I’m very keen on the whole concept, and I’m thinking about expanding it even wider in the years to come.’ Davis also indicates AXA UK’s five-strong panel, currently comprising DAC, Linklaters, Clifford Chance, Hogan Lovells and Pinsent Masons, is up for review in 2019.
Overall, he emphasises the need for lawyers to be proactive within their respective businesses. ‘Always try your best and try to make a difference. It’s easy to sit on the fence as a lawyer, but it’s really important we don’t do that. We should be as comfortable as anyone else when it comes to making decisions.’
Kirsty Cooper
AVIVA
Team size: 360
Major law firms used: Allen & Overy, DLA Piper, Latham & Watkins, Linklaters, Pinsent Masons, Slaughter and May
People have been on Aviva group GC and company secretary Kirsty Cooper’s mind this past year. The in-house legal department, which has grown to 360 staff as public policy and corporate responsibility came under Cooper’s remit, has already had a legal leadership development programme for several years, training lawyers to be senior business managers and not just legal advisers.
But in the past year, Cooper has expanded professional development initiatives further, with the launch of a training programme it called ‘Missions’. This sees small teams of six to eight people given a business problem to solve over eight weeks before presenting back to the legal leadership team. Lawyers get support from other people within the business on the projects, while Aviva also sponsors anyone in the function who wants to undertake an MBA – three have done so already, with a further three set to be sponsored.
The idea is to get Cooper’s lawyers thinking more like business people. She comments: ‘Missions has worked extremely well. It can be anything from a business problem – how do we cut through and provide a greater customer journey on a particular product – to whether there are particular issues we should be concerned about in terms of vulnerable customers – to a legal operational issue around automation and simplification.’
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, while a head of legal operations, Caroline Brown, was brought in from Chubb in June 2018. Cooper says this is about bringing rigour to the split between external and internal legal spend, as well as the use of technology and data.
‘We’re streamlining the relationship and protocols with our external panel and improving our management information to understand at a granular level where we’re spending money. Everyone is focused on the bottom line and wants to make sure we are getting a quality service and value for money. It’s not about headcount in legal, it’s about overall value and cost.’
Alan Porter
PRUDENTIAL
Team size: 150
Major law firms used: Allen & Overy, Baker McKenzie, Freshfields Bruckhaus Deringer, Hogan Lovells, Morgan, Lewis & Bockius, Norton Rose Fulbright, Skadden, Arps, Slate, Meagher & Flom, Slaughter and May
Alan Porter, GC of Prudential, has had a storied in-house career and is still offering experience and sound judgement in spades.
Porter first went in-house in 1993, joining British American Tobacco (BAT) as an assistant solicitor. He gained three years’ experience before moving to Farmers Insurance as a corporate secretary and senior corporate counsel in 1996. Porter returned to BAT twice before becoming group GC of Tesco in 2008, his first significant leadership role.
His previous experience in insurance paid off when he joined Prudential as company secretary in 2012, later being appointed group GC in 2015. His credentials see him assume notable authority at Prudential, where he reports into the group chief executive and sits in on the company’s board meetings.
In terms of making his long-term mark on the business, Porter oversaw the creation of a new head of legal operations role with Benjamin Devon, previously a risk and compliance lawyer who has been with Prudential since 2013, stepping into the position. Devon is tasked with the integration and further collaboration of the group legal, governance and secretariat teams.
Porter was also prominent as he and the UK legal team helped shape Prudential’s ten-year strategic partnership with Tata Consultancy Services (TCS), agreed in 2018. The deal with TCS – a global leader in IT, business process and digital services – was touted to enhance Prudential’s service for its UK savings and retirement customers.
Other transactional highlights include Prudential’s entry into the Nigerian life insurance market in 2017. Porter offered support as Prudential acquired a majority stake in Zenith Life of Nigeria and established partnerships with Zenith Bank in Nigeria as well as in Ghana.
Geoffrey Timms
LEGAL & GENERAL
Team size: 22
Major law firms used: Clifford Chance, Eversheds Sutherland, Pinsent Masons, Slaughter and May
‘Geoffrey manages people in a way that is human.’
‘He’s an average musician,’ says Legal & General chief executive Nigel Wilson of his GC and company secretary, Geoffrey Timms. ‘It’s good that he has a day job.’
Questionable comparisons to Pulp frontman Jarvis Cocker aside, Timms’ approach to people management has seen him attain an enviable level of respect in the market. ‘Lawyers work incredibly hard’, Wilson adds. ‘They take their roles very seriously and work incredibly long hours. Despite that, Geoffrey manages to manage these people in a way that is human.’
A number of the lawyers under Timms’ wing have subsequently branched out into other areas. One went to HR, another to business development and another became a managing director. ‘That’s what you get from good leadership,’ Wilson insists. Timms obviously has a talent for some of the soft skills modern lawyers require, but Wilson adds he is never afraid to ‘rattle a few cages’ when necessary.
He is clearly also a strong technical lawyer, getting stuck into a variety of pressing matters for the business: ‘We operate in one of the most highly regulated industries in the UK and Geoffrey has a great source of knowledge when it comes to dealing with our huge amount of stakeholders, such as the Financial Conduct Authority, the government or our shareholders.’
Timms is also responsible for external legal procurement, with Eversheds Sutherland, Slaughter and May, Clifford Chance and Pinsent Masons being the prime beneficiaries of Legal & General’s instructions. Wilson praises the collaborative nature of these external relationships, noting the weekly morning sessions Timms runs to keep his panel firms and his own lawyers up to date with L&G’s affairs.
But perhaps most importantly, Timms is simply a nice human. Wilson concludes: ‘He organises a big charity event once a year where he and his band play music. He’s lead guitar and vocals. Luckily there are other bands too.’
Charlotte Heiss
RSA
Team size: 25
Major law firms used: Linklaters, RPC, Slaughter and May
‘Speak up. Too often women have great ideas but don’t speak for fear of looking stupid.’
Charlotte Heiss’s career has gone from strength to strength since being named as a Rising Star in the 2014 edition of the GC Powerlist. As GC of RSA, Heiss has overseen a period of consolidation, as her team has halved from 50 to 25 in the last five years. Despite this, the team has continued to complete high-calibre deals while driving more value from external advisers.
A specific challenge for 2018 was ensuring RSA is Brexit-proof and has a suitable European hedge. Heiss and her team led for the business on establishing a Luxembourg base as a result. Speaking weeks before Brexit day, she said: ‘It’s about making sure we’re prepared for March 2019. We’re assuming a hard Brexit.’
There have been other regulatory issues to consider, with the Financial Conduct Authority clamping down on pricing in the insurance sector. There are internal pressures too – RSA’s new corporate governance code has necessitated more engagement with stakeholders. One of Heiss’s standout qualities is the way she instructs her team to approach external counsel. In 2018, RSA reviewed its legal advice panel, with the same roster of firms being reappointed. She says this ongoing relationship is key: ‘We work really well with our panels, but we try not to send a lot of work out. The problem is that it means we need longer to establish and build a relationship with those firms.’
Heiss’s career advice is to make sure your voice is heard: ‘Speak up. Too often lawyers, and especially women, sit in a meeting and have lots of great ideas but don’t speak for fear of looking stupid or being too obvious. If you don’t ask, you don’t get.’