In Conversation With Dev Bajpai, Whole Time Director, HUL, and VP, Legal for South Asia Unilever

Mr Bajpai, would you please take us down memory lane and share with our readers what motivated you to pursue law as a career? 

Law as a subject had always fascinated me. Besides, my immediate and extended family had members working in the Government or in the judiciary. For me, it was either going to be the civil service or a career in a discipline that I had an interest in & fascination for. I chose law and also did the Company Secretaryship. Both go hand in hand & complement each other. It has since been a fascinating & insightful journey of learning over the last three-plus decades. The diverse Industry experience has been invaluable and has always helped me in doing my present role better than the previous one. I have also been fortunate to work for Organizations where the Organization's values & my personal values have converged seamlessly making things easier and, more importantly, enjoyable.

How has the experience of working at HUL been? What are the core beliefs that have helped you lead by example at HUL? 

My current job has made me a better professional. The last 13 years at HUL have been challenging & rewarding. At HUL, we function with two important ideologies. Firstly, 'what is good for India is good for HUL' & secondly, 'Doing Well by Doing Good'. 'These core beliefs make one a better professional, and, more importantly, a better person. One views issues, challenges, and opportunities from a national perspective and focuses on a multi-stakeholder model while endeavouring to deliver the 4 G growth namely, consistent, competitive, profitable & responsible growth. 

The Legal, Governance & Corporate Affairs team that I have the privilege to lead at HUL  functions with the above core belief like the rest of the Organization. 

What is the team size and the array of work you handle at HUL?

We have a team of 75 to 80 lawyers, Company Secretaries & support staff that work tirelessly to create an impact not just through functional expertise but also by their contribution to our growth & savings agenda. We have a Legal Strategy that encompasses an agenda which is closely integrated into our business and its priorities, makes our team proactive & with an opportunity-seeking mindset but, most importantly, makes us humble and grounded. Lawyers in our team work towards becoming what I call "citizen lawyers" not only excelling in functional expertise but focusing to work for the larger cause & the society. 

My role in addition to the above involves leading a talented team to business partner, demonstrate a solution & growth mindset, tap opportunities, work on shaping regulations through effective advocacy, embrace newer areas of law as they unfold, digitize the function, build capability, protecting our brands & their underlying Intellectual property and have high employee engagement so that we as a function, are a highly motivated team to deliver the best. Above all, it is about leading with highest levels of governance & integrity. 

The last few years have been, to say the least, very challenging. First, it was covid, then the war and the resultant supply chain disruptions, hyperinflation and political, social & economic unrest in the sub-continent. It has required us to be agile, resilient & fit for purpose in our actions. To use the phrase used by Jamais Cascio, it has been a Brittle, Anxious, Non-linear & Incomprehensible (BANI) World that we live in. The Legal function has played its part & continues to do that in the service of the organization and society. 

As an important cog in the wheel, how would you rate India's overall corporate governance framework? Any glaring grey areas that require urgent attention?

We have had examples of both. Institutions that have worked with the highest ethical and governance norms and those that have compromised on these principles. Unlike the US, where corporate governance evolved & took strong roots through jurisprudence and judicial pronouncements, in our country, it has largely been an outcome of legislation, & rightly so. At Unilever, our four fathers & founders had, very early realized the importance of ethics and governance. William Haskith Lever had set up a business in colonial Britain on the bedrock of strong ethics and governance. Serving society and fostering brotherhood were the cornerstone of Unilever's business then. That tradition has continued and has strengthened. 

I think the present-day regulations that foster corporate governance are in the right direction. Companies should be encouraged to follow the path of functioning with the highest governance. I also believe that regulations should not be changed very frequently unless there is something that needs to be fixed. Given the trajectory at which our economy is, good governance will significantly help in getting long-term investment and growth. The Government is acutely conscious of this and is bringing about ease of doing business with the plethora of initiatives that it has taken. The areas that I can think of are opportunities to make self-regulation more pronounced, more work to remove outdated legislation, and amending regulations to change procedures so that they are in sync with today's realities. The Jan Vishwas Bill helps in this direction. 

Amid inflationary pressures, how would you rate Budget 2023 for the FMCG sector?

The Union Budget for 2023/24 is focused on growth, infrastructure, investment and promoting SMEs, the backbone of our economy. The increase in capex outlay by almost 34% is historic & will go a long way in strengthening infrastructure. The focus on housing, energy, and agriculture sectors is welcome. These are the right areas of focus as we look at the Indian economy becoming a USD 5 Trillion economy. The three specialized AI centres in agriculture, health & sustainable cities, and the launching of the National Data Governance Policy to enable start-ups to take benefit of anonymized data for research purposes are novel features of this Budget. The proposals in the Budget will bring about all-round growth. The Budget could not have come at a better time with India poised to be the fastest-growing economy.

The FMCG Industry benefits if disposable income goes up and under the new tax regime, increasing the exemption limit to Rs 7 lakhs helps the sector. 

There are voices within the GC community advocating the pressing need for the recognition of General Counsels as legal practitioners. Your thoughts

General Counsels play a significant role in Corporate India. It is only correct that they get the recognition they rightfully seek. It is the GC who takes in the responsibility to ensure that the Organization does not just what is Legal but also what is "right" They have a key role in shaping the thinking and & in propagating a culture of doing what is ethical, moral & values & governance driven. I am fully supportive in GCs getting legal recognition that they are so worthy of. 

What are your views on pre-litigation strategies for in-house legal departments?

The alternative forms of dispute resolution have gained ground & need to be further nurtured. Litigation should be the last resort. At HUL, we started an initiative more than a decade ago to strengthen alternative dispute redressal mechanisms through mediation. We appointed four retired High Court judges to mediate between us and ccuunterpartieswith whom we had a dispute or a potential dispute. The idea was for these esteemed persons with impeccable reputations to act as mediators in a bid to resolve commercial disputes that had piled up over the years. We took a  position that whatever was the guidance provided by the mediators will be binding on the Company but not on the counter party. This transparent approach that showed our genuine desire to settle disputes helped. I think mediation is a very credible & important manner of settling long standing disputes. Mediation is gaining increasing legislative acceptance if recently introduced regulations are to be considered. 

Any favourite book or movie/series that you'd like to recommend to our readers?

I have, in the last year or so, read three books on different subjects. First was Backstage by Dr.Montek Singh Ahluwalia. The second Net Positive by Paul Polman & Andrew Winston & the third was Loonshots by Safi Bachall. Each one had learning to provide. These have been outstanding reads.

From the treasure trove of your experiences, what are the must-have traits to become a successful General Counsel?

There is no set formula for this. What has worked for me is diverse industry experience, leading by example, high focus on performance management, aligning the Legal function's agenda with the business agenda and, above all, opting for the harder right than the easier wrong.