Hong Kong

Ritankar Sahu

On the changing role of a General Counsel

Your Career Journey Has Traversed Multiple Countries With Roles In-house As Well As Private Practice. Can You Tell Us About Your Journey So Far?

I am currently the General Counsel & Chief Compliance Officer of TLC Industries and was hired as part of Goldman Sachs Asset Management’s investment in TLC in March 2022. My expertise is in construction projects, governance controls and turnaround management. TLC is a property developer with a specialised expertise in sustainable modular construction, operating across the Asia-Pacific.

I am also responsible for delivering the group’s compliance program, the core focus of which is on corporate governance, anti-bribery/anti-corruption controls, data protection, diversity/inclusion, and supply chain controls.

GCs are no longer limited to a reactive role and often find themselves in the centre of disruption management

Prior to joining TLC, I worked at Norton Rose LLP in London and Abu Dhabi. I then moved in-house and was Corporate Counsel at Jacobs Engineering Group in Singapore, Mumbai, and Hong Kong. Most recently, I served as the General Counsel, Head of Compliance and Director of Standard Chartered PE’s portfolio company Maxpower Group (as well as the Maxpower-Mitsui & Co., Ltd. Joint Venture) in Singapore, Jakarta and Rangoon. I am a former Visiting Scholar at Duke Law School in North Carolina and engaged, at both Duke and the University of Fribourg Law School in Switzerland, in advanced research on why compliance programs fail.

Being In The Industry As Long Have You Have, What Has Been Your Experience Of The Evolving Nature Of The General Counsel Role Over The Last Decade?

GCs play a crucial role in prioritising among competing obligations, managing risk and providing clarity to ensure long-term sustainability of revenue streams. Amidst uncertainty, GCs must offer strategic clarity and deploy governance and control mechanisms for the company to set and execute strategy.

GCs are no longer limited to a reactive role and often find themselves in the centre of disruption management the business. GCs are capable of aligning organisational leaders around a shared definition of good corporate governance, scoping the program to focus on a core set of material issues, setting meaningful goals, and governing program execution toward success. An experienced GC’s knowledge of regulations and disclosure frameworks will ensure that corporate governance controls are consistent with industry expectations, stakeholder expectations and organisational capabilities. GCs need to train their minds and teams to operate in an environment which will never offer absolute clarity.

A General Counsel, More Often Than Not, Is Under The Scanner For Legal Spends And Has The Unique Challenge Of Ensuring Internal Stakeholder Buy-in. How Do You Deal With This Hurdle? What Is Your Approach To Budget Management?

The rising increase in legal costs have made the management of defence costs (as well as pre-emptive efforts to thwart disputes/compliance breaches) a pressing priority for many companies. Having said that, because businesses still view legal departments as cost centres, GCs need to demonstrate that the legal team is adding value to the business and not just consuming operational expenditure.

GCs are no longer limited to a reactive role and often find themselves in the centre of disruption management. They need to pre-empt problems as decisions are being made. In terms of a corporation’s corporate governance/compliance program delivery, especially in markets with high corruption exposure, GCs can influence internal controls so that they are coherent, comprehensive and material to GCs who run their offices like a business have more credibility at the Board level and will be favourably looked upon during budget cuts. I tend to go for fixed-fee arrangements with outside counsel with the right sets of assumptions. This takes some work on both sides. It is also important for the GC to realise that law firms are not looking to lose money. The compelling need to preserve cash but still spending enough to have operational control alongside recognition of ‘true’ contingent liabilities is something that GC’s like me who run distressed assets need to develop an expertise in.

As Chief Compliance Officer, What Is Your Modus Operandi For Operating In Financially Stressed Environments, In Light Of Enforcing Compliance Programs?

Dealing with distressed assets is always complex as there is the perennial risk of default. There will never be enough in terms of anti-enforcement funds or a failsafe strategy to thwart an event of default. Then there is the bit about how much to spend on compliance efforts.

The US FCPA is the single biggest legislation affecting anti-corruption program compliance globally and given our manufacturing bases in transition economies, we are quite exposed. The application of such anti-corruption laws is not dependent upon the existence of any contractual arrangements that a company may have in place. To feed the messaging down and dissipate this through the ranks of employees that such laws exist and can affect the balance sheet is difficult, especially with limited resources. For a compliance program to be realistic and successful, it needs to pay due attention to the physiological and psychological aspects of human behaviour. This is what I try to keep a track of. The risk of people doing things they should not be doing is quite high for a variety of reasons. I tend to not to focus too much on consensus building because otherwise, the program enforcement will fail.

What Is Your Advice To Young Lawyers Looking To Succeed In-house?

It is very important for lawyers starting an in-house career to be of a certain mindset. And the phrase that describes that mindset is ‘being commercial’. This does not mean revenue generation at any cost. This means understanding how the business makes money and being able to support the business on controlled risk-taking. It takes years to apply law school taught principles to the art of in-house lawyering. It gets better with time. One needs to be flexible and have an open mind. Basic knowledge of finance, accounts, marketing, and sales depending on the industry the employer is operating in is important. Managing relationship with outside counsel (law firms, audit firms, risk advisory firms, lenders, et. al) is an art that an aspiring in-house counsel needs to get better at with time.

Tags: Ritankar Sahu, TLC Industries
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