JOHN KEITH Employment Law Chief Counsel “The team is enjoying the rich variety of the work. It’s incredibly exciting and rewarding to be able to contribute meaningfully. I only wish we had done this years ago.” JOHN KEITH Employment Law Chief Counsel

DAWN SMITH General Counsel “By focusing the [in-house] team on interesting and challenging work, we achieved our goal of becoming a trusted advisor, while also encouraging career development for our team members.” DAWN SMITH General Counsel

ELLEN PEKILIS General Counsel “We went from a small department with uncontrolled incoming flow to a high-performing group who perform more complex, challenging tasks. The projects are more rewarding and cross-functional, and the legal staff is more engaged.” ELLEN PEKILIS General Counsel

STEPHANIE SCIULLO Associate General Counsel “Where there are repeat, routine tasks, we can benefit from creating an optimized process. … we are not trying to stuff every skill into a box or a form. There’s room for both creativity and efficiency.” STEPHANIE SCIULLO Associate General Counsel

RENATO CONTI former General Counsel “Although we liked to be perceived as characters in a Rambo movie, we truly wanted to improve our reputation and status with internal customers, and to bridge the gap between quality offered and quality perceived.” RENATO CONTI former General Counsel

CHRIS FOWLER BT plc UK Commercial Legal Services GC “We are now in a position to demonstrate to our internal customer that the value of their legal spend is being optimized and continually monitored.” CHRIS FOWLER BT plc UK Commercial Legal Services GC

RAFIK BAWA Associate GC “Aside from greater work-life balance, team members feel a sense of ownership of the solution and have moved up the value chain to do more complex, strategic work.” RAFIK BAWA Associate GC

JENNIFER BILLINGSLEY ZS Associates former GC “Allowing our in-house lawyers to specialize — giving them areas they own, and equipping them with tools and resources — allows them to focus on the things they really enjoy.” JENNIFER BILLINGSLEY ZS Associates former GC

JOE MILCOFF FedEx Ground Package System VP Litigation & Risk “Everyone is able to use all of their talents as legal professionals. There is no need to farm out this work to a firm billing us for a junior attorney’s time. We’ve seen increased quality, increased consistency, and increased job satisfaction.” JOE MILCOFF FedEx Ground Package System VP Litigation & Risk

RAY BAYLEY Novus Law CEO “It’s pretty cool when clients expect cases to go six months and [we] can resolve them after a few days or weeks.” RAY BAYLEY Novus Law CEO

LOIS BINGHAM General Counsel “We pursued a fast pace, but tried to be nimble and flexible. It was really a great experience. The team coalesced and put their all into realizing our shared vision: to be a best-in-class legal department.” LOIS BINGHAM General Counsel

TROY SWAN General Counsel Australia & New Zealand “Raising the legal IQ [among clients] has driven a marked decrease in requests for assistance, allowing the legal team to focus on higher-value efforts, thereby reducing the need to seek external advice.” TROY SWAN General Counsel Australia & New Zealand

STEPHANIE SCIULLO Associate General Counsel “Jump right in, even if you don't have everything perfectly in place yet.” [when asked for advice for future Champions] STEPHANIE SCIULLO Associate General Counsel

The 2016 ACC Value Champion Series Applying Value Strategies in M&A, Restructuring, and Other Big Transformations The 2016 ACC Value Champion Series

ACC Value Champions

The Challenge Create a data-driven process to separate the HP OGC into 2 Fortune 50 company law departments On time, within budget Continue to achieve department goals According to Accenture Strategy research 83% of companies consider carve-outs to be an important strategic tool to drive competitiveness in the next 3 – 5 years Divestitures are difficult to plan and execute 65% of companies surveyed were unable to complete carve- outs on time 67% went over budget

Financial Discipline and Resource Allocation Separation requirements Model resources and cost for two new Legal Departments, identify dis-synergies Manage transaction costs and ongoing Legal spend Established discipline and predictability 99% forecast accuracy target Combined with strategic focus on Bringing work in house Managing external spend Resulted in 5% year over year decrease in total Legal spend Same or increased volume and quality Redirect and optimize resources Example: Reduced IP spend while increasing patent filings by 24%

Legal Applications and Content Separation requirements Every asset, liability, contract, project and person had to be attributed to HPE or HPI Establish technology infrastructure for Newco (HPE) People Patents Trademarks Litigation Matters M&A Projects Contracts Records Systems in place enabled attribution of Patents & trademarks - Anaqua Litigation matters - TeamConnect M&A projects - Midaxo Contracts were less structured and required analysis Apttus and Seal Contract Discovery platform Corporate records database too large to clone 1+ Billion HPQ records, across 40+ servers New instances of HP Records Manager for HPE and HPI Time recording used to evaluate employee roles Web-based tool, 30-day study Additional insights regarding employee activities

Example: IP Data for Separation IP assets are tagged to a business or corporate entity in our IP Management System (Anaqua) “Clone, cleanse and go” process applied to the Anaqua application Trademark Searches by BU Trademark Applications by BU Registered Trademarks by BU and Corporate

Work streams, tasks, owners tracked in Midaxo tool Separation Project Management Work streams, tasks, owners tracked in Midaxo tool Example: Infrastructure work stream 4,800 total applications cloned 104 Legal and Compliance applications 146,000 HPQ SharePoint sites 1,000+ Legal and Compliance sites

The Result Separation completed on time, under budget $110 Billion transaction $50+ Billion worth of cash and assets moved (several times) through the structure 1200+ legal transactions 111 new entities incorporated 62 countries “cloned” Two 30+ jurisdictions simultaneous closings 83 Legal work streams 160+ in-house attorneys involved 391 days Contracts with 150,000 customers, partners, and suppliers assigned or cloned 50,000 patents and 15,000 trademarks assigned 1200 legal transactions

Strategic Initiatives HPE Post-separation Focus on innovation and resource optimization Time recording deployed based on insights from Separation exercise Business intelligence platform links time to data points from other applications Time Apttus transactions TeamConnect matters Strategic Initiatives M&A projects Customer accounts IP assets

Example: Contracting Metrics with Time Data HPE Strategic Initiative: Intelligent OGC Example: Contracting Metrics with Time Data Early results Inefficiencies identified and addressed Self-service, ad-hoc reports for managers Vendor scorecards created Data to inform carve-out of Enterprise Services business announced May 2016

BT Group plc – Labour law Creating the space to achieve

Cost savings identified Internal stakeholders Work visa processes Achievements Team established Identified key areas of focus for the team Internal stakeholders identified and engaged Cost savings identified Immigration front door developed and rolled out across UK Guidance document developed Obtained an understanding of work undertaken by external panel Contributed to the identification of firms for the panel review Front door We developed a new “front door”, with a detailed step-by-step guide to using it, for all immigration support requests. This dramatically changed the way requestors interface with the business for such requests. Full details have to be given to raise a request which has saved the business time and ensured an auditable process is in place and consistency is achieved. Cost savings identified Internal stakeholders Understanding of work undertaken by panel firms Reducing the work sent to external counsel by bringing it in-house and managing it via the front door Scope to single-source the external legal support going forward (subject to procurement and Reward requirements) Financial Controllers have early oversight of (individual against total) spend requests, therefore able to consider commercial requirements of each request. Possibility of reducing spend Cost of visas Cost of dependent visas (approx. 12% of total visa costs) We have engaged with firms to understand the process of obtaining a visa, incl. job shadowing This has given us a clearer understanding of which elements of the process could be brought in-house if necessary. We have a better understanding of how firms’ costs are spread and the cost/benefit BT gains Financial Controllers and their DRs Immigration (Right to Work and International Assignments) team HR / Recruitment operations team Cost Transformation

Visa front door

Corporate support front door

Corporate support front door (2)

Corporate support front door (3)

Corporate support front door (4)

Corporate support front door (5)

BT Academy

ACC Value Champions AON CORPORATION Strategic Improvement Project Audrey Rubin Vice President, Chief Operating Officer Aon Global Law

The Law Department has 425 colleagues in 42 countries supporting Aon globally. The team identified a need to enhance colleague development and reduce costs, while maintaining superior service delivery Aon’s Strategic Improvement Project: LEAN/Six Sigma Process Design: RFP Process & Partnership: Global Rotation Program: Contracts Work Location: Worked with preferred law firms to map the current and future state processes and identify improvements Worked with Aon’s procurement department to develop an RFP process for trademark legal matters Implemented a development program for attorneys to assist with international legal matters with resourcing constraints Moved commercial contracts work to a lower cost Law Department location Outcome Overview Reduction of Legal Costs Improved Legal Outcomes LEAN/Six Sigma Process Design: Decreased the total dollar amount of rejected invoices by 41% RFP Process and Procurement Partnership: Annual savings of 30% Global Rotation Program: Annual savings of 30% by using existing FTEs for these legal projects instead of outsourced resources Retained 15% of the annual training budget by providing internal on-the-job training Contracts Work Location Strategy: Reduced the annual cost of contracts work by 50% via labor arbitrage LEAN/Six Sigma Process Design: Decreased the average subpoena cycle time by 44%, from 175 days in 2014 to 98 days in 2015 Contracts Work Location Strategy: Reduced average contracts turnaround time by 71% by moving work to India Reduced average contracts turnaround time by 66% by moving work to Poland

Initiative: LEAN/Six Sigma Process Design Challenge Identified processes it executes with a particular third party law firm that need significant improvement Approach Spent 1.5 days at training to earn a LEAN/Six Sigma yellow belt Attended full-day workshop to: Map current state processes Discuss pain points Design potential future state processes that address areas of improvement, such as faster completion time, lower cost, and fewer errors Outcome Implemented future state processes within the Law Department and third party law firms in order to achieve efficiencies and cost savings

Used with permission of Legal Lean Sigma Institute Initiative: LEAN/Six Sigma Process Design Cont. Used with permission of Legal Lean Sigma Institute

Initiative: RFP Process and Procurement Partnership Challenge Developed an RFP process to evaluate and score potential law firms Approach Partnered with Aon’s procurement department and collaboratively created a list of potential suppliers, identifying key questions to address and defining a scoring rubric to assess contenders 3 Phase RFP Approach: Phase I: Qualification, Expertise and Complexity questionnaire Phase II: Case Simulation & Onsite Visit Phase III: Case recommendations Led financial negotiations and up-front bidding process to ensure pricing transparency and optimal fees Outcome Leveraged the RFP process to select outside counsel for additional areas, including various types of litigation, immigration, and court reporting Future state processes mapped during these sessions are implemented within the Law Department and third party law firms in order to achieve efficiencies and cost savings

Initiative: RFP Process and Procurement Partnership Cont. Future state processes mapped during these sessions are implemented within the Law Department and third party law firms in order to achieve efficiencies and cost savings

Initiative: Global Rotation Program Challenge Identified Law Department sites such as Gurgaon, India and Sydney, Australia, that were understaffed and needed resources for projects Approach Hosted a town hall that highlighted the location, project, and unique opportunity for understanding legal matters in a different country and building a global network Created a submission process that required applicants to utilize photos, video diaries, and Yammer (an Aon social media tool) Outcome Received applications from 50% of Law Department attorneys from the eligible team. Selected five attorneys to participate in a 2-3 week rotation at a sponsored site. Expect to expand the rotation program to all business units and to formalize the initiative as part of ongoing colleague engagement and development efforts

Initiative: Global Rotation Program

Initiative: Contracts Work Location Strategy Challenge Identified certain transactional, repeatable, and low complexity activities that were being performed in higher cost locations Approach Determined activities were fit for junior-level legal resources in India Created a transition playbook that detailed contract and training guidelines Analyzed additional work to move to a lower cost location, including Non-disclosure agreements (fit for junior-level resource in Poland) Outcome Created a new office and hiring plan in Poland and leveraged the transition playbook for onboarding. Consider Poland & India resources as formal members of the Law Department, interacting with “onshore” teams and communicating directly with legal clients. Provide ongoing training and career paths to keep colleagues engaged and encourage professional development

Initiative: Contracts Work Location Strategy Aon’s NDA Playbook Aon’s Training Schedule

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