Session 508 Legal Department Integration Soft Skills and Relationship Development Demonstrating Organizational Value-add

Moderator Greg Brabec, Senior Counsel - Wacker International Speakers Paul Nightingale, Senior VP & General Counsel - HP Hood LLC Miles Archer, VP Internal Audit - Unum Group (formerly VP & Chief Counsel at Unum Group) Danna Haydar, Associate GC - Tampa Bay Lightning/Tampa Bay Sports & Entertainment Welcome!

What does the organization value? How does the legal department add value? How do I add value? 3

Perspectives: Organization, Department and Individual COMPANY Executive Team Regulators Customers InvestorsOthers Employees Legal Department Value Integration Value Integration Soft skills Relationship Development Soft skills Relationship Development

What does the board and executive team expect from me and the legal department? How can the legal department provide value to the executive team? 5

Legal Leadership Perspective: Executive Leadership Know Your Customer: Understanding the Board and Executive Leadership What is the risk profile of executive leadership? What is the focus of executive meetings? How does executive leadership prefer to interact with the legal department? What is the board looking for from the legal department? What is the most effective way for the legal department to communicate with the board and executive leadership? Answering these questions can enhance the trusted advisor role of the CLO / General Counsel.

Legal Leadership Perspective: Executive Leadership Legal Department Goal: Manage Legal Affairs of Company Competently and Efficiently Additional Ways to Add Value: Smart and savvy in-house attorneys are uniquely positioned to add this value! Understand the business and its key drivers Understand the major commercial and legal risks to the business Help business managers navigate and avoid both kinds of risk

Legal Leadership Perspective: Legal Department Keys to Legal Department Success: (1)Structure the department to optimize support (2)Hire ‘Go-To’ lawyers willing and interested in working with business partners to further the organization’s goals Action Items to Consider: Evaluate organizational needs and department strengths, weaknesses Determine how to best support business to achieve goals Enable attorneys to spend time with their business clients Ensure attorneys understand key drivers and risks of the business Provide mentoring, support and opportunities for growth Encourage work outside of comfort zone to enhance knowledge, experience Action Items to Consider: Evaluate organizational needs and department strengths, weaknesses Determine how to best support business to achieve goals Enable attorneys to spend time with their business clients Ensure attorneys understand key drivers and risks of the business Provide mentoring, support and opportunities for growth Encourage work outside of comfort zone to enhance knowledge, experience

How can I set a strategy to increase the legal department’s focus on delivering value? What leadership attributes do I need to demonstrate to drive value?

Developing a value focus Strategic objectives Company vision and strategy Business partner plans and expectations Key company and department initiatives Cultural imperatives Evaluate “value” Team feedback and data on work Business partner needs and priorities Input/surveys on what business partners value the most Implement, test, adjust Test/pilot plan with clear measures of success Business partner commitment and advocacy Joint communication plan Team engagement in change management process Stakeholder communication

Translating value focus into action Vision Mindset Delivery Proactive Empower Developer Value Provider How will you create value? Create a before and after picture Nature of your role Clear performance expectations Joint ownership Innovative approach Create capacity Modernize access Technology enabled Knowledge management focus Drive relationships and interactions Solution-orientation/strategic input Future focused viewpoints Both team and business partners Self service focus Playbooks Defined and supported risk appetite Leaders not just lawyers Leverage non- attorneys Create go-to resources Foundational attributes Communication Innovation Ownership mindset Change leadership Courage Collaboration

Am I a go-to lawyer? What can I do better?

How does executive leadership perceive me? Do they view me as a “go-to” lawyer? Whether or not one is regarded positively in this regard often has less to do with title and level of experience, and more to do with style, judgment, and one’s ability to “get the business folks where they need to be” A “go-to” lawyer has the ability to assess the risk, (simplistically) explain such risk, and then creatively develop/propose/sell/execute a more ‘workable’ and strategically-sound approach Having the reputation of being a “go-to” lawyer is more than good business for the lawyer in his/her personal capacity – it is great business for the company. Attorneys that are sought-out from the beginning, are able to shape business decisions (rather than trying to remedy after-the-fact) Are you a ‘Go-To’ Business Partner?

Which Attributes Could You Benefit from Developing? Know when to take a stand and when to back off Know your company and the players Demonstrate a “one team” mentality Commit to objective, candid and frequent communication Embrace the chaos Be a cool cat Find the balance

How will YOU add value to YOUR organization?

Appendix: Useful Handouts and Reference Materials

Example – Client Support before and after view Outdated Client support Reactive and tactical (“Incoming fire”) Legal “sign-off”Strong service modelComplex and detailed Modern Client Support Proactive and strategic Informed, empowered decisions (Client self-sufficiency) Strong partnership modelSimplify and streamline

Example – value strategy in action Prepare ourselves and our partners for the future Proactive partnership and outreach Drive effectiveness through knowledge mgmt and technology Implement and promote client self help tools Modernize access and delivery Engaged and empowered business partner mindset Create development opportunities and broaden our bench strength Create capacity to drive value focus Our broad expertise and exceptional partnership connect law and business to create measurable business value. Vision Key Principles: Value aligned Innovative approach Team development Key Success Measures Delivery of enterprise business plans, key priorities and goals Improved productivity, effectiveness and culture of business partnership and empowerment Enhanced capacity to execute on strategic initiatives and proactively support business strategy Development opportunities that increase depth and breadth of legal and business acumen

Example - Critical Communication Skills Communication skills are the key! Listen as well as you speak and write; hear the client’s needs and concerns Ask questions when needed to fully understand issues Establish reasonable expectations for responding to requests Know when to pick up the phone or meet in person Don’t be afraid to say “I don’t know” Explain the law and its implications to the client Look ahead and provide risk analysis and direction Communicate in a clear and practical manner Provide straightforward, actionable advice; give answers and get to the point Avoid communicating like an attorney communicates to another attorney Clearly differentiate legal from business advice Tailor messages and level of detail to the audience, the complexity of the situation and the time available Avoid just saying “No” where possible Suggest alternative approaches that might achieve the same objective Where you can, convey your desire to assist clients’ in achieving their business objectives Don’t be perceived as aloof Act with Integrity Test to make sure clients fully understand

Example – Critical Soft Skills for You and Your Team Risk appetite Support informed, tempered risk taking while ensuring compliance Provide risk assumptions and articulate the chances of success for a particular strategy Be innovative, creative and solution- oriented Risk appetite Support informed, tempered risk taking while ensuring compliance Provide risk assumptions and articulate the chances of success for a particular strategy Be innovative, creative and solution- oriented Business acumen Know how to think like a business person Understand how clients’ legal needs align with the company’s strategic issues and objectives (or not) Keep abreast of what competitors are doing and how it affects the company Be recognized as a business partner— better yet, a business leader Business acumen Know how to think like a business person Understand how clients’ legal needs align with the company’s strategic issues and objectives (or not) Keep abreast of what competitors are doing and how it affects the company Be recognized as a business partner— better yet, a business leader Partnership focus Exhibit a positive attitude in difficult situations Align efforts with business objectives Drive sustainable client self sufficiency and self service Proactive approach to value alignment Partnership focus Exhibit a positive attitude in difficult situations Align efforts with business objectives Drive sustainable client self sufficiency and self service Proactive approach to value alignment Judgment Know the law and know what to do with it, focusing on what’s really important Make a call based on past experience but with imperfect information Help clients navigate through the gray issues with helpful suggestions Drive the business—don’t just be “overhead” Judgment Know the law and know what to do with it, focusing on what’s really important Make a call based on past experience but with imperfect information Help clients navigate through the gray issues with helpful suggestions Drive the business—don’t just be “overhead” Executive presence Convey mature confidence (but not arrogance) in your interactions and approach Collaborate well with peers and clients, knowing when to enter the conversation Develop the bandwidth to make tough calls and manage unpredictability using facts, data and logic Say, “No” without alienating the client Hone your ability to “stand and deliver” to leaders Be engaged with clients and enthusiastic about their work and objectives Executive presence Convey mature confidence (but not arrogance) in your interactions and approach Collaborate well with peers and clients, knowing when to enter the conversation Develop the bandwidth to make tough calls and manage unpredictability using facts, data and logic Say, “No” without alienating the client Hone your ability to “stand and deliver” to leaders Be engaged with clients and enthusiastic about their work and objectives Baseline: Legal Competence Elements of success Strong legal skills alone are not enough Clients want to work with you and proactively turn to you with confidence You stand out from other business partners Not associated with title, years of experience or amount of responsibility; it’s earned Demonstrate the differentiators: general manager mindset, ownership of outcomes and leadership focus Willingness to challenge yourself, explore new areas and act outside of your comfort zone Ability to be culturally savvy Proven ability to treat people at all levels with respect and courtesy