ACLA 16th National Conference

Workshop C
Developing an
in-house legal
department
Welcome...

This Morning’s Presenters are:
Michael Jackson
Vice President, Legal & Commercial
Matt Sinnamon
Head of Legal and Compliance
Andrew Murphy
Head of Legal – Corporate & Projects
Katrina Johnson
Director of Legal Affairs and Company Secretary
Rashda Rana
General Counsel Asia Pacific

ING Direct – Matt Sinnamon
Head of Legal and Compliance, Company Secretary
Matt Sinnamon is the Head of Legal and Compliance with ING
Bank Australia Limited. ING Bank operates retail and
wholesale lending and deposit businesses and, amongst other
divisions, ING Direct. Matt is also the company secretary of
ING Bank. Matt has held these roles for ING Bank for three
years after moving from Perpetual Australia. Prior to this Matt
commenced his career with Corrs Chambers Westgarth.

THE LIFECYCLE OF THE LAWYER
DEVELOPING THE BEST IN-HOUSE COUNSEL

THE LIFECYCLE OF THE LAWYER
Recruit
Retain
Release

RECRUIT
Screening
Assumptions
Fit

RETAIN
Expectations
Motivations
Goals and challenges
Continued improvement

RELEASE
Performance management
Second into the business
Moving on

BT Financial – Andrew Murphy
Head of Legal – Corporate & Projects
Andrew has over 10 experience in the wealth management
industry having advised a wide range of financial institutions
in both private practice and in-house legal roles. His main
areas of practice are superannuation, life insurance, funds
management and financial services regulation. Relevantly,
Andrew is currently in the process of building a new team
within the legal function. His new team will advise clients
across the different wealth management business units within
the group.

How do you build a high performance
in-house legal team (from scratch) - The
BT Legal experience
Andrew Murphy

12
Try something new
• BT legal team historically organised on business lines:
 Superannuation;
 Funds management;
 Life insurance; and
 Advice and private banking
• Outdated model due to business expectations and
regulatory change.

13
Jack of all trades
• New team of non-aligned senior lawyers
• No more silos - cross functional service
• Major initiatives and "pressure points“
• IBM “Legal Resource Centre” model going
forward?

14
How to find the best people
• Market rates in a post-GFC world
• Selling the ‘in-house’ experience
• Hiring the best "athlete" - entrepreneurial
types

15
How to keep the new team happy
• Challenging work and growth opportunities
(personal and professional)
• Flexible work options (legal and business)
• End to end experience proposition

16
The biggest challenges to building a new
team
• Headcount pressures (‘fee burner’ not
earner)
• Finding the right cultural fit
(secondments?)
• Nailing the numbers
• Building team profile

17
This presentation has been prepared by BT Financial Group Limited (ABN 63 002 916 458) ‘BT’ and is for general
information only. Every effort has been made to ensure that it is accurate, however it is not intended to be a complete
description of the matters described. The presentation has been prepared without taking into account any personal
objectives, financial situation or needs. It does not contain and is not to be taken as containing any securities advice or
securities recommendation. Furthermore, it is not intended that it be relied on by recipients for the purpose of making
investment decisions and is not a replacement of the requirement for individual research or professional tax advice. BT
does not give any warranty as to the accuracy, reliability or completeness of information which is contained in this
presentation. Except insofar as liability under any statute cannot be excluded, BT and its directors, employees and
consultants do not accept any liability for any error or omission in this presentation or for any resulting loss or damage
suffered by the recipient or any other person. Unless otherwise noted, BT is the source of all charts; and all performance
figures are calculated using exit to exit prices and assume reinvestment of income, take into account all fees and charges
but exclude the entry fee. It is important to note that past performance is not a reliable indicator of future performance.
This document was accompanied by an oral presentation, and is not a complete record of the discussion held.
No part of this presentation should be used elsewhere without prior consent from the author.
For more information, please call BT Customer Relations on 132 135 8:00am to 6:30pm (Sydney time)

Bovis Lend Lease – Rashda Rana
General Counsel Asia Pacific
Rashda is a former barrister who worked at the Bar in London, in various
states in Australia and in the Asia Pacific region. She has practiced for
nearly 20 years as an advocate. Rashda is also Adjunct Professor teaching
international commercial arbitration at Sydney University Law School. She
devised the course and it is the first of its kind in Australia. She is an active
member of a number of significant industry associations. She is, inter alia,
the Founding Member, Director and the Secretary of the newly formed
Society of Construction Law Australia, Fellow and Director of the
Chartered Institute of Arbitrators (CIArb) and Fellow of Commercial Law
Association of Australia (CLAA).

Developing an In-
House Team
ACLA ANNUAL
CONFERENCE 2010
Rashda Rana
General Counsel
Bovis Lend Lease

20
 An international property group
 Established in 1958, headquartered in Sydney,
Australia
 Listed on Australian Stock Exchange
 In 1999, acquired 110-year old construction
company,
Bovis
 In over 40 countries across Asia Pacific, the
Americas,
United Kingdom, Continental Europe and Middle
East
 3 core business streams
 Project management and construction
 Development
 Investment Management
30 The Bond, Sydney
Lend Lease Global Headquarters
Lend Lease Corporation
An overview

21
Bovis Lend Lease
An overview
 One of the world’s leading project management,
design and construction companies
 Operates in more than 30 countries and employs
over 7,500 people
 Works in partnership with clients to maximise the
value of their real estate development and
construction projects
 Uses industry best practice to create high quality,
sustainable property assets The Gauge
Melbourne

22
The Bovis Lend Lease Australian business
An overview
Brisbane
Sydney
Canberra
Melbourne
Adelaide
Perth
 Australia’s largest commercial
and community construction
company (2008/09)
 c1,550 people
 Diversified mix across key
sectors:
- Commercial - Government
- Retail - Water
- Healthcare - Multi-Sites
- Education

23
Recent Project Experience
Australia
1. The Gauge, Melbourne
Commercial office
2. Melbourne Recital Centre and
Melbourne Theatre Company
Cultural arts centre
3. North Sydney Railway Station
Transport
4. Australian Taxation Office,
Canberra
Commercial office
5. Knox on Bowman, Jacksons
Landing
Residential
1 2
3
4
5

24
1. Top Ryde Shopping
Centre, NSW
Retail
2. Darling Walk, Sydney
Commercial Office
3. Brisbane Supreme
Court
Government
4. ANZ Centre,
Melbourne
Commercial Office
5. The new Royal
Children’s Hospital,
Melbourne
Health/Govt
6. Myer, Melbourne
Commercial
7. 420 George Street,
Sydney
Commercial/Retail
8. Gold Coast University
Hospital
Health
Some key projects under construction in Australia
1
2
4
5
7
63
6
8

Legal Team TODAY
Australia
November 2010
General Counsel
Asia Pacific
Assistant General Counsel
NSW ACT QLD/WA VIC / TAS / SA ASIA
Disputes
11 Lawyers (incl 2 part-time)
5 regions with 1-2 senior lawyers
dedicated to each region
1 senior lawyer fully dedicated to
dispute/litigation
Emerging areas of specialisation
(PPPs, infrastructure, renewables)

Legal Team – a year ago
26
- 2 full time
- 1 part time
- 1 secondee
- 1 on paternity
leave
- 1 consultant (p/t)
Challenges:
- recruitment
-mix of the team;
-Dealing with
demands of the
business
Opportunities:
-review & assess
needs of business;
Build a good team;
-add value to
business
Look to future needs
and growth of
business and team:
- Workflow;
- Emerging
businesses;
Specialisation?

Multi-jurisdictional Issues
 Dealing with issues in different jurisdictions from centralised locale
 Speed of response and efficiency hampered
 General resourcing issues
 Difficulties in building relationships across the seas (internal and
external)
 NOW, Lend Lease business restructured across 4 regions: Australia,
Asia, Europe and the Middle East and the Americas;
 Each region has LL GC as well as GC for the subsidiary businesses
 More focused provision of services
27

Challenges of taking over a team
1. Start afresh
2. Review
3. Assess
4. Implement
 Morale, confidence and self esteem of team
 No practical structure to team
 No regulated work allocation
28

Opportunities
29
Greater Integration with business
 Deeper understanding of business
 Being proactive in meeting needs of the
business
 “Pierce the veil” between legal and commercial
BUT:
 Maintain professional independence

Inculcate in team
 Privileged position of combination of legal and business
knowledge
 Fast, practical and highly professional advice
 Value-adding input
 Drive, initiative and leadership
 Being in full control of all legal matters (even if outsourced)
affecting business
 Guide both business and external lawyers
30

31
1. Early involvement
 Allocate work according to synergies with business
 Insist on early involvement
 Constantly evolve and improve training programs for legal
team and the business
 Develop simple, user-friendly tools and precedents. Review
all precedents regularly
 Participate in project meetings, tender approval meetings etc.
 Promote ADR
Developing Workflow

Developing Workflow
32
2. Finding the right balance between in-house/external legal
work
 General principle – match each task with the most efficient
resource
 Need to maximise knowledge/skills of in-house lawyers
 Need to ensure maximum effectiveness – use expert
knowledge and resources of law firms

Developing workflow
3. Maximising value from law firms
 Drive value-based (not time-based) pricing
 Scope tasks accurately and narrowly
 Communicate!
33

Questions?
Rashda Rana
General Counsel
Bovis Lend Lease
rashda.rana@lendlease.com.au
34

eBay – Katrina Johnson
Katrina is a key member of the eBay Australia Leadership Team,
Katrina has also held roles of Director of Government Relations and
Director of Trust and Safety within eBay Australia and New Zealand.
Previously named “Australian Young Gun of the Year” at the 2006
Australian Law Awards and regularly profiled in “Who’s Who of
Australian Women”, as well as having been awarded the “Ausdoc
Prize for Excellence” for being the Dux of the College of Law in
NSW, Katrina is also a regular speaker and chair at legal
conferences.

Katrina Johnson
eBay Marketplaces
E: katrina.johnson@ebay.com
P: +612 8288 0024
F: +612 8288 0001

Thales – Michael Jackson
Vice President, Legal & Commercial
Michael joined Thales Australia as general counsel and
company secretary in January 2007. Prior to joining Thales
Australia, Michael was the chief operating officer at the
Export Finance and Insurance Corporation (EFIC), responsible
for the efficient delivery of key corporate services (including
legal services) to the Corporation and for supporting the
directors as Board Secretary. Michael has also worked in an in-
house legal role for a major Australian manufacturing
company and in private legal practice.

Bushmaster and Soldier image © Australian Department of Defence
Michael Jackson, VP Legal & Commercial, Thales
Measuring the In-House Team

39 Michael Jackson, VP Legal & Commercial, Thales
Why Measure?
Measurement tells you where to focus and where action
is needed.

Service Level Agreements – Objective Measurement
Shared Service Model
how much legal support will each Business Line (BL)
buy next year?
model highlights the need to engage the business in
setting objectives that directly support the business
goals
what is the BL’s strategic plan and what initiatives require
legal support
discussion - historic and current assessment of legal risks and
exposures

Service Level Agreements – Objective Measurement (cont)
Measures
response / turnaround times
may help set realistic expectations
may help with the ‘last minute involvement’ issue
use only first iteration
transaction debrief sessions
surveying

Service Level Agreements – Objective Measurement (cont)
Litigators can:
count actions
elapsed time
outside firm costs
quantity of discovery
pleadings filed
success meeting resolution target amounts
Transactional lawyers:
number of agreements
agreement type
dollars involved
elapsed time from start to finish
Others:
advice over the phone, by email or in meetings. Unclear sometimes
when the assistance began and ended
benchmarking particularly important

Benchmarking / Targets
Broad Benchmarks
financial measures: use costs ‘by nature’
timesheets:
cost per lawyer-hour
cost per legal staff-hour
effective utilisation of paralegals
legal costs as percentage of revenue e.g. target
0.25%

Benchmarking / Targets (cont)
Benchmarks Against Team’s Own Performance
number of matters / files opened and closed
helps match demand to resources (headcount or budget)
not a precise measure
hits on legal intranet
against other Functional Departments – Finance, Human
Resources
Lawyers as % of total headcount – Thales approximately 1 lawyer
for every 430 employees
training: record the number of people trained, or number of
sessions held by the in-house legal team
success managing against a target budget and a stretch budget

Objectives
Personal Objectives
• set department priorities then build individual plans and objectives to align
• areas of greatest concern / loss
• care not to distort priorities by reacting to the latest problem or issue
Corporate Priorities
• behaviours / values
• safety (lost time injuries)
Team Objective
• material increase in satisfaction of internal clients measured by surveys
(June and January)
• same results for all team members
One-off Objectives
• e.g. implementation of the Legal Document Management System

Legal Survey Questions
Timeliness
• How satisfied were you with the timeliness of work the Legal team
performed for you over last 12 months?
Communication - written
• How satisfied were you that the written advice given to you by the
Legal team was clear and concise?
Communication - oral
• How satisfied were you with the oral advice given to you by the
Legal team?
Business understanding
• How satisfied were you with the Lawyer’s understanding of your
business / function?
Accessibility
• How satisfied were you with the Lawyer’s accessibility?

Legal Survey Questions (cont)
Diligence
• How satisfied were you with the Lawyer’s diligence?
Judgment
• How satisfied were you with the Lawyer’s judgment (in particular
the Lawyer’s ability to focus on the issues that related to key
transactional or business risks)?
Efficiency
• How satisfied were you that the Lawyers you worked with
performed their work in an efficient way?
Overall satisfaction
• Overall, how satisfied were you with the support provided by the
Legal team over the past 12 months?

Objectives (cont)
Capture Day-to-Day Work
review, draft, negotiate and settle agreements, deeds, etc as
required.
provide all desirable legal support to assist [Business Line /
Function]…
in providing legal services, demonstrate the following
characteristics:
legal ability
good judgment
diligence
transparency
good communication
efficiency
creativity
leadership
specific goal regarding meeting budgets by minimising spend on
external legal advisors

Objectives (cont)
Measure the management of external service providers,
particularly lawyers

Think-tank/Mentoring
Discuss, solve & present findings on common issues found in-house

Presentation One
In a maturing in-house
environment with limited
resources and internal
opportunities how do you;
- Promote a culture of business
development and continued
internal relationship growth?
- Manage legal resources when a
team member is seconded into
the business (and what are the
benefits to the business and legal
team)?

Presentation Two
How do you measure the
legal team’s productivity,
success and effectiveness
against the businesses
objectives and needs?

Presentation Three
As a General Counsel how do
you ensure junior staff
members are adequately
mentored and supervised
and how do you manage
senior staff’s desire for
promotion and career
progression?

The In-house Counsel Network
As seen on LinkedIn (search for In-house Counsel Network in the groups directory)
The In-house Counsel
Network was specifically
developed for the
Australian in-house legal
industry. The primary
objective is to connect
existing (and
prospective) In-house
Counsel for the purpose
of sharing information
and innovative solutions
relating to in-house legal
practice.

Company Overview - Brief History
Naiman Clarke was established in 1999, and since that time has grown to become one of the leading specialised recruitment
firms in Australia. We are driven by the desire to maintain our position as the best specialised recruiters in Australia. Our
ability to consistently deliver results by providing creative solutions that exceed the expectation of clients and candidates
sets the benchmark in professional recruitment.
What Makes Us Unique?
We consistently strive to become a valued and trusted partner of our clients and candidates. This is because the core values
that govern our company recognise the importance of people. We value our people and the partnerships that we create
with our clients and candidates. We continually strive to achieve excellence through continuous improvement, teamwork
and fairness. Our high ethical standards also ensure that integrity and respect are never sacrificed for short term gain.
Our Clients
We specialise in recruiting professional and support staff to professional firms, government and corporations within the
Legal and Healthcare industries. Our clients include blue chip multinational corporations, government, top and mid tier
capital city firms, hospitals and pharmaceutical companies as well as numerous boutique organisations both in Australia and
overseas.
Global and National Reach Naiman Clarke has an office in Sydney where dedicated consultants provide recruitment
services for clients in Sydney, Melbourne, Brisbane, Canberra, Adelaide, Perth and Darwin. We also have strong associations
with leading professional firms and corporations within the Legal and Healthcare industries in the United Kingdom, Europe,
North America, the Middle East and Asia.
Naiman Clarke provides a comprehensive range of services including:
•Permanent Recruitment Services •Search and Selection •HR Consulting and other professional services •Training
Specialties
Permanent Recruitment Services. Search and Selection. HR Consulting and other professional services. Training.

That’s a wrap... Thank you
From the In-house, Private Practice and Support
teams at Naiman Clarke,
we wish you a safe and happy Festive Season.

ACLA 16th National Conference

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