Profile: Rosemary Martin, Vodafone

Continuous money saving has been the order of the day for Vodafone’s general counsel (GC) and company secretary Rosemary Martin, who has been under continued pressure to cut costs and headcount since becoming responsible for around 350 professionals in the telecom giant’s global legal team spread across 24 countries.

Vodafone, in common with other mobile phone operators and the telecoms sector at large, has faced strong headwinds, including tough economic conditions in Southern Europe, an adverse European regulatory environment and increased competition, leading to a dip in its 2012/13 revenue of 4.2%, albeit to well over £44bn.

GCs in the FTSE 100 don’t take on the job for a quiet life, which is just as well, because the past year has been dominated by two off-the-scale corporate deals: the $130bn disposal of its stake in Verizon Wireless and the £6.6bn acquisition of German TV firm Kabel Deutschland. These deals (which, unsurprisingly, have significantly inflated the group’s legal spend) come as Vodafone is still bedding down its takeover of Cable & Wireless Worldwide only last year – comparatively small fry at a value of around £1bn.

‘Our panel firms are doing really well. They are really good at engaging with us and trying to keep us happy with good work, although they probably expected a share of a bigger pie than we’ve been able to offer.’

The Verizon transaction – on which, according to Martin, there is still ‘a shedload to do’ leading up to completion – was run by the ‘very good’ former director of corporate and commercial Helen Lamprell, who in October replaced Vodafone’s outgoing UK corporate and external affairs director Justine Campbell. Lamprell’s role on the intense, tight-timescale deal undoubtedly raised her profile.

However, former M&A lawyer Martin was also heavily involved in the Verizon deal, the third biggest corporate deal in history, which saw the disposal of Vodafone’s US arm, whose principal asset is its 45% interest in Verizon Wireless, to Verizon Communications.

It is clear Martin has relished a return to deal-doing. ‘I like to be involved in the details of deals, especially with this one,’ she says. ‘I read all the main transaction documents repeatedly. With a deal worth $130bn, you don’t want to get that wrong.’

However, one doesn’t sense the control freak in Martin, who is (if only by necessity) quick to delegate, and quick to give praise to those who work for her. One name singled out is regulatory and compliance head Jacqueline Barrett, who has been with Vodafone for 15 years and in 2011 was appointed by Martin to pull together Vodafone’s compliance work into one umbrella function.

‘Jacqueline has done masses of good work since she pulled the compliance team together,’ says Martin. ‘The group reports to me, but has direct access to the chairman of the audit and risk committee.’

Being busy goes with the territory, but Martin’s company secretary brief means she is also heavily involved in Vodafone’s compliance function and in the running of

the board, again a ‘shedload of work’, but that attention-to-detail streak often seen in City lawyers means she gains satisfaction from achieving the smooth running of the executive.

With her GC hat on, the team has grown, as the company’s enterprise division has been transferred to become a part of group legal.

But other than the transfer, growth is off the cards and Martin is still being asked to cut jobs, a task she finds difficult. ‘It is challenging managing headcount reduction in legal; it is never easy,’ she says.

With a budget that has been under intense scrutiny, Martin has been at the vanguard of criticism of private practice over-charging and being wedded to the billable hour.

However, much of her current cost-saving energies are being focused internally, assisted by a Luxembourg-based procurement team, which is examining how best to slice and dice legal work and achieve more for less.

Piling the work onto already busy in-house lawyers is not the solution. ‘If you put a lawyer in a situation they will always have more work than they can do, so you have to be careful about adding more on. It’s about smarter ways of managing legal support,’ says Martin.

Nor is Martin in the position in which many of her peers in other sectors find themselves: of calculating whether growing the department is cheaper than using external advice.

‘I’m still talking to law firms and still being ignored! The situation is going backwards – the number of women disappearing from law firms at 35 or so is shocking.’

Instead, more innovation is needed to help Vodafone cut its costs. At the time of interview, Martin is jet-lagged having just returned from a trip to Delhi to meet the 16 lawyers at the legal process outsourcing arm of Indian law firm Qui Prior Law Associates (QP), which Vodafone signed up in March.

‘They are genuinely impressive, bright, energetic people led by Indian lawyers qualified not only from top Indian law schools but also from leading UK and US universities,’ says Martin of QP, which also lists Nokia India, Unilever, Swarovski, Reebok and Kellogg’s as clients.

The relationship with QP – run by senior in-house lawyer of 20 years, Rajiv Sarin, who has held senior positions at Coca-Cola, Unilever and HCL/Hewlett-Packard – is managed out of Vodafone’s Luxembourg office and the company is in the process of training and integrating QP into its systems and processes.

This innovative outsourcing arrangement fits into the ‘layering’ approach to external legal advice adopted by Martin, who was one of the first UK-based GC to appoint innovative US provider Axiom to her panel in 2011.

Rather than just relying on external law firms and secondees to fill the usually problematic ‘gaps and holes’ caused by events such as maternity leave, illness or simple fluctuations in business, Martin, in company with Dan Fitz at BT, is increasingly looking to flexible providers.

As Martin considers how to conduct next year’s panel review (likely with a view to it being less time-consuming than the last overhaul) it will be interesting to see whether new, more innovative entrants make an appearance.

The current group corporate advisory panel includes Field Fisher Waterhouse, DAC Beachcroft, Linklaters, Slaughter and May, Herbert Smith Freehills, DLA Piper and Norton Rose Fulbright, alongside Olswang and Axiom, while the UK panel comprises Osborne Clarke, Doyle Clayton and Shakespeares.

However, Martin’s perception of her external advisers has noticeably improved from a few years ago, shortly after the financial crisis hit and before law firms caught up with the idea that their clients expected them to share some of the pain they were going through. She comments: ‘Our panel firms are doing really well. They are really good at engaging with us, trying to keep us happy with good work and bidding for it in a creative way, although they probably expected a share of a bigger pie than we’ve been able to offer.’

Wragge & Co – also on the group legal roster – has impressed by providing a lawyer on virtual secondment, who works mostly in the top 30 law firm’s Birmingham office but spends time at Vodafone’s offices occasionally.

‘The arrangement blurs the lines between having an external lawyer and a secondment,’ says Martin. ‘It gives us a dedicated external adviser who knows the business really well.’

Martin has also notably turned to her panel to help drive a wider debate on diversity in the legal profession, although there she sees less progress.

In early 2012, Martin requested a male partner from each of Vodafone’s then newly-appointed panel firms to join a discussion on making wholesale changes to the profession to enable women to thrive and to improve client service.

As part of the same debate, Martin invited those equity partners to bring ideas to the table on what measures need to be taken to offer women a more viable long-term career solution.

‘I’m still talking to law firms and still being ignored!’ laughs Martin. ‘In fact I think the situation is going backwards – the number of women disappearing from law firms at 35 or so is shocking. But also social mobility is going downhill – one of the real negatives of the recession.’

However, what the law firms have been unable to achieve by themselves has to an extent been chivvied along by the liberalisation of the profession. ‘Things like Obelisk and Axiom are creating a bit of a challenge there actually,’ she says.

These entities have also forced law firms to re-examine the way they deliver their own services. In 2011, Martin was somewhat disappointed by the lack of imaginative thinking in her panel arrangements and even now she remarks that her attempts to get rid of the billable hour are met with resistance, even among her own people. However, the liberalisation of the market combined with the downturn has meant law firms are showing themselves more willing to think creatively. While the past few years have brought their challenges, in a perverse way, Martin has some reason to be thankful for tough times.