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CCCA62_026-033.qxd:CCCA_V1No2_Recruiting-V1.qxd 09/14/2007 03:07 PM Page 28 Cover Story “ Global corporations are highly complex organisations that serve a wide array of different stakeholders with near-term and long-term interests, many of which are ” not always aligned. Simon Fish, ExecutiveVice-President General Counsel and Secretary CVRD Inco,Toronto. For the South African-born Fish, who served as general value lies in its good name.But these days,companies are no longer counsel of Shell Canada Limited before joining Inco,the current given the benefit of the doubt when things go wrong. wave of consolidations in the mining industry is reminiscent of The last few years have seen some of the world’s largest compa- “what the oil and gas industry went through about 15 years ago. nies grapple with bad publicity and its effect on the bottom line. It’s just a fascinating time to be involved in the sector.” Think of Merck Frost Canada, Hewlett-Packard, or Citigroup. It’s But for Fish, and other general counsel in his position, han- hard to deny that a strong advocate for ethics is essential for any dling takeover bids is only one part of the job description. global corporation facing hostility from investors and the media. Today’s global GCs must possess the ability to work across disci- In this context, general counsel naturally assumes the role of plines and jurisdictions to safely charter a course through the guardian of the company’s reputation.“With Sarbanes-Oxley,and scores of regulatory, financial, and procedural systems that gov- the expanded role of audit committees, there is clearly a lot more ern the world.They are also expected to direct ethics and com- oversight and there are a lot more rules-based mechanisms that pliance programs, participate in strategy discussions, and manage exist now than pre-Enron,” says Tyler Barrs, general counsel for public relations crises.That’s a lot to fit on just one plate. Canadian-based chain Boston Pizza International. “That’s really “Global corporations are highly complex organisations that where I see an increase in responsibility.” serve a wide array of different stakeholders with near-term and It can take significant time and resources for a company to long-term interests, many of which are not always aligned,” identify potential liabilities for risk, be it on the regulatory side explains Fish. The general counsel’s challenge in all this is to or in other areas of concern. shape company policies by correctly identifying opportunities, Take Boston Pizza, which owns and franchises locations in managing risk, ensuring sound corporate governance, and Canada and whose affiliates own and operate locations under a dif- actively managing litigation disputes. “But these challenges are ferent system in the U.S. and Mexico. Although operations are compounded by various factors,namely language,cultural differ- focused on North America, the Richmond, B.C.-based Barrs finds ences, time zones, and variations in local laws,” he says. himself having to manage compliance across multiple federal, state and provincial jurisdictions. “Just within our industry, there are a Do the right thing number of disclosure requirements in the U.S.and Mexico,” he says. Multinationals tend to be highly business-driven,and growth is the “There are all kinds of food-based requirements that we have to be ALENA GEDEONOVA name of the game.Still,keeping the company’s reputation intact is aware of, human rights and employment-related requirements.” critical,as some estimates suggest that up to 40% of a corporation’s When Wendy Kelley, a securities litigation specialist, joined 28 CCCA Canadian Corporate Counsel Association FALL 2007