In Conversation With Pooja Bedi, Head of Legal & Compliance- Philips Indian Sub-Continent

Formative Years

Pooja, you have 20+ years of diverse experience in the legal industry. What were the formative years of your in-house journey like? Did you face any challenges, if so, how did you overcome them?

PB: When I joined the legal profession, private practice was where the glamour was supposed to be – or at least that’s what most people believed lawyers should or must do. So, in a way my journey overlaps the rise of the in-house Counsel to the C-Suite and therefore it is crucial to put things in perspective. 

Back then, we were not the natural choice to be part of the executive committees and in true sense had to earn our place in leadership teams. So, for me personally like many others, it was indeed challenging and some of the conversations that are easy today, seemed like pushing the envelope back then. I credit all the success to the work of many of my legal peers, seniors, and predecessors in positioning of this role as it is today. 

I started in-house and the moment you are an in-house counsel- you’re an expense, a cost centre- this realisation hits you almost instantly – to turn that around and create value for the business is on you, entirely. What helped me is my belief that the law, is a massive Enabler– it is how you choose to see it. Law, when interpreted and applied suitably can drive organizations and people to bigger and better things. 

Secondly, as an in-house counsel I was expected to step up and take responsibility quickly – because the role necessitates taking more decisions than an average law firm member might typically be expected to make. There is no such thing as choosing to advise the business teams on the law, with caveats, and leave the decision making to them- that convenience does not exist in an in-house lawyer’s role. Non-legal members of my organisation were looking for my input into their decision-making, therefore being risk averse or not looking at the commercial proposition with a problem solvers attitude was not even a choice.

Initially, it was tough to be a junior woman legal counsel advising industry veterans, in a room full of men who had more experience than me. I had to learn quickly that excelling in-house is not just about being an excellent lawyer, but more being an integrator and our most understated strength can come from our advantage of seeing the whole life cycle of a transaction, which helped me acquire a more nuanced understanding of business and a better appreciation of the needs of a variety of stakeholders to earn both their trust and respect overtime. 

I always liked outcome-based work, got early exposure and learnings of driving commercial objectives, chased financial metrics, so in the nutshell it was a combination of business acumen, communication skills, being a good delegator and a collaborator, and having the ability to lead, including in times of rapid change that helped me succeed. 

Work as an in-house Counsel

Tell us about your experience of working with in-house teams over the years. You are building a Best-in-Class Legal, Compliance, Governance, Risk, Company Secretarial & CSR function at Philips.  What does it take to build the best in-house legal teams?

PB: I have experience working with both large and small-sized teams in my career. One is your direct management team but as an in-house lawyer you end working with multifunctional groups and project teams almost every day. I consider myself blessed with the great team of people that I always end up working with- it’s a joy to work alongside great people and rub off on each other’s passion. 

Currently, I am building a Best-in-Class Legal, Compliance, Governance, Risk, Company Secretarial & CSR function at Philips India sub-continent region. As business lawyers, we focus on aligning risk with commercial objectives, customer acquisition and growth. My team enjoys challenging the status quo while continuously improving the way in which legal/compliance services are delivered keeping in mind the associated cost base, often adapting quickly, and leveraging the use of technology. 

We as a team, are also passionate about developing bespoke market (entry as well as pivoting to conditions) strategies that are compliant with regulatory requirements across multiple jurisdictions. We are a team of resourceful business partners with sound judgement, subject matter expertise, deep understanding of corporate issues, and invest significant time and resources in building exclusive network which then helps us provide both strategic as well as tactical advice to the business. 

One thing I would like to point out though is that working as an in-house counsel isn't always enthralling, it can come with mental exhaustion as well as pressure tests our physical abilities often, so as with any job it has its peaks and lows. It is important to learn to recognise your exhaustion cycle and quickly re-adjust to re-energise yourself. As a leader of a high performing team, it is my job and personal responsibility to ensure that my team is having as much fun as it is working incredibly hard, that they have enough time off and relaxation in-built as much as they are showing up at every crisis. There should also be space created for personal passion and interests where your team can find a connection that extends beyond work. 

Compliance and Risk Management

As per a survey by Deloitte, 41% of non-banking and 14% of banking companies, have no definition of legal risk. With increased reported cases of fines on corporates, how do in-house legal departments contextualise legal risks in comparison with other risks, and what would be your playbook to build a robust new-age compliance framework?

PB: This is a great question; the answer is very close to my heart and aligns with my inner purpose as a legal professional. I already mentioned that providing straightforward legal advice on a company’s compliances is no longer enough for a GC, we need to elevate our roles as Conscience Keepers in a big way. Recent pandemic has highlighted just how important risk management is to a company’s stability. The companies are under a lot of pressure on all sides — from shareholders, regulators, investors to clients, consumers, and campaigners to carry out business with integrity and transparency and that extends the debate further into legal versus ethical conduct. Organisations are increasingly taking notice of the rise of ESG and are conscious of how expansive and profound could its ramifications be.

As a member of the executive team, a GC must serve as a persuasive counselor, and as a monitor of the organization’s compliance function, mediator among the corporate communities, advisor, and authority figure especially in situations involving ethical dilemma – this is no small feat and often requires leading by example especially holding oneself to highest moral conduct, serving as a pillar of strength, fairness, and credibility within the function, the enterprise, the community and beyond. But to practically achieve this also requires, a deep and broad knowledge of the organizations’ business and objectives because one does not deal with legal issues in a vacuum. 

We, as GC’s have a choice on what approach we want to take - be the legal stamp of approval once a deal is done or play a more active role in managing risk and advising on legal strategy as the deal is being negotiated.  The GC, who is a key strategic advisor to business, can and should, take on a larger role of identifying, measuring, and managing complex risk rather than just trying to make sure a business decision works within the law after the fact. Yes, we must play defense for the organization by helping it avoid liability but ‘playing defense’ can also mean not only responding to problems but also averting them; GC’s must be proactive and reactive interchangeably to strike a meaningful balance. 

Legal departments of today must attune to changing realities faster than before including proactively changing their operating models and quickly adapting to new technologies to help address and align with business priorities and risk. We also need to fully embrace the role of acting as the conscience of the corporation and the keeper of the corporate reputation by not just encouraging but holding accountability for proper tone at the top. 

Trends for 2023

What are the top challenges in terms of Board management and governance in 2023? 

PB: Not just in board management and governance, organizations overall capability must now include developing and implementing a clear and well-communicated strategy for dealing with the economic challenges, geo-political tensions, and supply chain constraints. 

The Boards are being held accountable for all the potential risks an organization may face and must prepare contingencies against those risks. From data privacy to cybersecurity, from cultural or societal opinions to executive ethics: all these potential risks can affect an organization’s long-term future. The best way to make sure risk is accounted for in a board’s operations is to designate risk as a major component of organizational strategy.

More importantly, be prepared for increased scrutiny of operations and activism, both from consumer and other stakeholders. It will be expected that the Board’s get ahead of social activism by regularly engaging with stakeholders and listening to their concerns. Board’s will also be expected to show resilience and will be judged by their capability to identify potential issues before they become major problems and take proactive steps to address them. 

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

PB: It is ironic that while professional communication between a legal adviser and a client is accorded protection under the Indian Evidence Act 1872, the Advocates Act 1961 and the Bar Council of India Rules, the same applies differently to in-house lawyer who is essentially providing the same service to an organisation, Board of Directors, and Executive leadership. I know the work my colleagues and peers at the General Counsels’ Association of India (GCAI) are doing, I fully recognise their efforts and support the initiative to benefit the next generation of lawyers who must get the same accreditation and professional standing because we go through the same rigors of education and professional training, the only difference is we end up advising and providing our services to just one client. It would be great to see this dream realised while in my active professional life as an in-house counsel. 

D&I at Workplace

What is your definition of diversity and inclusion? Are corporations doing enough to encourage more women in leadership roles?

PB: My personal belief is that ‘Diversity’ is dynamic, it goes beyond gender and race. Organisations need to adopt a flexible approach to manage the diverse pool of talent that is available today. Having a ‘One size fit all’ approach works only for short term and falls through the cracks when individuals’ intellectual capabilities stop identifying with the employer value proposition around diversity. We tend to oversimplify and standardise the differences that exist in people, which may help to attract talent, but overtime makes it difficult to retain them. Unfortunately, the representation of women diminishes as we go up the ladder in corporate leadership roles. I have always tried and succeeded to have over 50% women in my team.

Although on woman leadership, India seems to be doing better than before but there is still a long way for us to go. Pay and benefits might attract someone initially, but it takes more to make a women stay in the workforce and aspire for more. Organisation of today are trying to change the way they have worked with women traditionally by changing polices, accommodating flexibility yet in some ways the responsibility lies on us. I feel that women need to be open and mentally resilient to handle this conflict of challenging the status quo and be okay with unapologetically defining what and how they want their own career to be. 

Several times in my professional journey, I chose to stay because I had an opportunity to shape my career the way I wanted- at some stage it meant more flexibility at another taking more executive responsibility. What worked for me personally was being bold and deliberately challenging traditional stereotyping of women that can happen within the best cultures and truly progressive organisations as well. I also owe a lot to my mentors and sponsors throughout my professional journey who took a chance on me and were truly invested in my success. For this reason and the gratitude, I carry, I always want to pay it forward by standing up for women and form a sisterhood to help them succeed.  

Success Mantra
 
What would be your message to aspiring and young in-house counsel who are looking to tread a similar path?

PB: Best-in-class in-house counsel contributes as much around strategy and driving the business as do other senior leaders in the organisation, so changing our own mindset to elevate your role is the most important. My strong recommendation is that -The more you are perceived as a business leader with a legal background, rather than a lawyer who supports a business, the more you will be primed for greater responsibility in an organization.  

My one bonus pro-tip is also that the lawyers who stand out can read balance sheets, understand profit and loss statements, possess at least a working knowledge of finance, and have good relationships with the finance team. 

If an in-house counsel can provide sound, reliable advice on business strategy that goes beyond the parameters of just relevant legal requirements, then they begin to present themselves as people who are business-focused and who can effectively move senior management’s strategy forward. This is easier said than done, so always have the metrics of value created (enabled commercial success) but also value preserved (mitigated risks) in numbers handy and ready to be shared with examples.