From obstacles to solutions: putting legal and compliance at the hub of business

Aaron Campbell, Group Head of Legal & Company Secretary at the NCP Group, explores the benefits of working with a new management team in businesses that have experienced repeated ownership changes.

Tell us a little bit about your background

I trained and qualified in corporate finance and commercial work at a major City practice but decided fairly soon that I wanted to move in-house. At that stage, I wanted to work in a smaller team, be closer to business decisions and gain experience in the commercial structuring of transactions. I moved in-house in the financial services sector, working as legal counsel for a major investment bank where I worked on public and private mergers and acquisitions (M&A) transactions, capital markets and funds work across a number of jurisdictions and undertook both contentious and non-contentious commercial work. I subsequently joined another international investment bank as a director in the EMEA transactions team, working on a range of domestic and international equity capital markets, private equity and M&A transactions. I was also involved with corporate governance and regulatory compliance work.

Having worked on numerous M&A and private equity deals, I had a natural interest in the commerce and industry sector and in seeing what happened in corporate groups when they had been bought, so in January 2009 I joined the NCP Group as Group Head of Legal and Company Secretary.

Tell us a little bit about the NCP Group

NCP is a long standing business (having been incorporated in 1931) and is obviously best known for its parking operations. However, the NCP Group set up and sphere of operation is in fact much wider than that and is, in some ways, unique because it involves property assets and a quasi-retail product, combined with an interaction with consumer and business clients, local authority partners and transport infrastructure operators. This mix all means that the legal team works in a sector that encompasses a broad range of subjects: from joint ventures, partnerships, property sales and leases, planning, development and construction, and business development bids—to e-commerce, data protection, consumer regulation, consumer credit, technology solutions and systems, fleet management, corporate sales and marketing, trademarks and advertising.

It is a long standing business but, before its acquisition by Macquarie, had a stage between 1998 and 2007 where it went through three or four different private equity owners. The danger involved in a business going through numerous owners in a short space of time is that you tend to lose a lot of know-how and risk management processes, because of the short term nature of the investment and personnel involved. My remit was to review and rebuild the legal and the company secretary functions, using the experience I gained from my previous in-house roles. Having come from the more stringently regulated financial services sector, where a strong emphasis is placed on legal and corporate governance, I brought the same approach to governance to my role here, which was a bit of a culture shock for the business at first.

What was the reason behind reorganising and developing the legal team?

I joined the business at a very good time. Macquarie European Infrastructure Fund had recently acquired the business and a new management team was in place. The directors were therefore able to look at the business with a fresh pair of eyes and were open to exploring new ways of developing all areas of the business.

I initiated a legal review looking both internally and externally. First, I looked at the position of the legal team within the business. Unfortunately, it was very much on the fringes. My primary aim was to reposition the legal and compliance functions to make them more central and involved in all of the Group’s decisions, transactions and projects. There was an inadequate understanding amongst the business of the services and value that an internal legal compliance function can bring, together with a clear perception that the legal function provided obstacles not solutions—that was something I wanted to change.

I then looked at how we used external law firms. There was no coherent approach, no discernible legal panel and law firms were often instructed on the basis of personal relationships. Coming from an environment where you had set panels and structures for managing law firms this was something I wanted to target straight away.

There was also a lack of visibility over external legal spend. This meant that the business was not getting the best legal services (at the best value) it could and led to confusion amongst our law firms as to precisely what the NCP Group needed from them.

What factors supported the decision?

The new shareholder and executive management team placed a real emphasis on legal and compliance and it came up again and again at executive team meetings. There was a genuine desire to change (improve) the compliance culture of the business whilst not restricting the entrepreneurial spirit that was vital if the business was to thrive. This change needed to happen to ensure total alignment between the business’ perception of the legal function and the business objectives and targets which were emanating from the Board of Directors.

The business also needed to adapt to the new behaviours of its customers. Historically, NCP has always had a large market share in its sector but, as with the retail sector, the way in which customers shop for and obtain access to our services has changed completely in recent years. Customers have made increasing demands for online services and for flexibility in the range of parking products available to them. We have adapted to this by increasing the level of e-commerce, marketing and sales capability within the business. This had a consequential effect on the role of the legal and compliance team as technology systems, e-commerce and IT knowledge became central. We are still very much a commercial property business because, at the end of the day, the core assets are the car parks themselves, but the way in which we engage with our customers is very similar to that seen in the online retail sector and the business has been reshaped accordingly.

How have you implemented the changes?

When I reviewed the Legal function, I identified a number of phases that we needed to go through to reposition the team:

The first was a listening phase involving the executive management team, long-standing employees and our external lawyers. I took detailed soundings from each of these stakeholders asking them to identify what they required from the in-house legal team and what they thought was and was not currently working.

Next was the governance review phase where we undertook an audit of all policies and procedures that we had in place, the level of business awareness and understanding of such policies/procedures, and identified trends that emerged from any disputes or litigation which arose.

Thirdly came the team growth phase. I started off in the role of sole legal counsel. We are now a team of three lawyers (including a secondee), an assistant company secretary, and a legal and compliance assistant. In parallel, we recruited a new Group Risk Officer and the Risk team now has a further six members covering health and safety, data protection, information security, insurance and quality control. At each stage we had to present a business case to the Executive team as to why we needed additional head count and identify the targets and objectives for each new recruit. We looked at how much it would cost to hire each lawyer/risk officer, which particular project and areas of current external spend we would want them to focus upon and, in addition to their core areas, which other internal areas they could help with.

The next phase was the legal panel review. The business had never had a formal panel so I spoke to all of the law firms with whom we had existing relationships. I met the relationship partners to walk through the work they had done for NCP historically, to assess their understanding of our needs and to discern which firms were genuinely interested in investing in the NCP relationship. We asked them to submit their proposals for working with us and to identify the legal work they had done for us historically and the lessons to be learnt from that work. From there, we then formalised the number of firms and appointed them on a three-year term. Alongside the law firm review, as part of the corporate governance review phase, we centralised the sign-off process such that the Legal team is now involved in the sign-off for all external instructions.

We now have much stronger and more clearly defined relationships with our law firms and, as a result, our conversations with them can be full and frank. What I say to our law firms is by all means tell me when the relationship (or some aspect of it) is not working for you and criticise us when you can see things that NCP could do better or more efficiently. In the same way I should feel free to constructively criticise them if they’re not giving value for money, effective commercial advice or when internal feedback on the law firm is not great.

Finally, we moved on to the training phase. This involves training the business not only on the content and implications of new laws and new regulations that arise, but also on how to structure a deal, the content we require in Heads of Terms and training on litigation risks.

As part of the development of the legal team itself, each member has been set targets which evolve around engaging with the wider business teams. This includes attendance at the property team, business development, marketing team, sales team and technology team meetings to provide legal training but also to understand their pipeline of work. This also helps to achieve greater visibility for the legal function around the business.

Having implemented these changes, we are now scoping out an evaluation phase to audit and assess the impact of the journey that we been on and the changes we have made.

What has been the overall outcome of the process so far?

We are now more involved with supporting each of the business areas and have massively increased our profile and the understanding of our role across the group. We arrange periodical one-to-one meetings with the directors and the team heads to ensure that our legal resources are aligned with the group’s business priorities. Legal and compliance training is also now a part of the induction process for new employees (which is a big step forward) meaning that everyone who joins our business spends time at an early stage with a member of the legal team.

We’ve reduced legal spend since 2009 by 40%, have stronger and more clearly defined relationships with our law firms and have seen a material reduction in the number of contractual disputes and regulatory investigations in which the business is involved.

And finally, what lessons have you learnt?

The main lesson is the importance of business buy-in at a senior level. This means taking the time to have a different conversation with the heads of each team and business function to highlight the particular benefits for them of the legal and governance changes being made.

Secondly, I have also learnt that the legal and risk teams have to be willing to take business as well as legal decisions. We have to be willing sometimes to say yes or no and to give an opinion on whether a business case or project proposal actually stands up.

Thirdly, attendance at board or executive management meetings to understand the directors’ objectives and priorities has also been fundamental and I do not think we could have achieved the improvements made without that insight.

Finally, an honest and frank dialogue with our external law firms has proved to be very important. Our willingness to accept criticism from them and to understand their perspective of our business and legal practices has been vital and will continue to be so.

 

 

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