Canadian Lawyer InHouse

August/September 2020

Legal news and trends for Canadian in-house counsel and c-suite executives

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22 COVER STORY on would be financial risks. If we can't keep ourselves in the position to continue to do the work financially, that's an issue. And, lastly, reputational. We are an organization that's out in the public eye and it's important that our patients and their families have the utmost of confidence in the care that we're providing. Lawal: I must echo the reputational risk. Interac is very much based on trust and these are pillars that are closely identified with us, so we are vigilant when it comes to reputational risks. I think for us, I would add regulatory risks. I would also add data security risks in particular, because of the nature of the information that we handle. We cannot afford for information to fall into the wrong hands. We cannot afford for information to be mishandled in any way, so I would put data security close to the top for us. Milley: Regulatory risk and task compliance risk are significant concerns for us as a charitable organization. Certainly, there's multi-jurisdictional issues that arise. Privacy is a significant concern, but I think it's important to really ground risk in the goals that you're trying to achieve. As a charitable organization, we're working to help beat poverty and to advance education and so the success of our program is a real, real risk. If we are not making the impact that we exist to make as a charitable trust, that's a significant concern for our board of directors. Harrs: A couple of years ago, our enterprise risk management committee came up with 131 global risks. We manufacture in China and Mexico and France, so there is geopolitical risk and there's tariffs. I'm constantly fighting internally with the committee to try and escalate what I see as legal risk. There is the risk of litigation, the risk of product recall, the risk of data breaches or privacy violations. I think that if we had a product liability claim over a defective toy or if we had a recall of a particular item and we got in trouble with [a] consumer product safety commission, it could mean $50 [million], $60 [million] or $70 million in damages. I find there's a constant tension between making sure people understand risks that you control and mitigate and risks that you can't control. Although it might not seem like a great risk, if you were to have a lawsuit or have a class action suit against you or you have a massive government recall, you're looking at a very large financial risk and large financial repercus- sion. The way we measure risk is really about the financial effect on the company. INHOUSE: How is your legal department adapting to handle increased risk caused by the COVID-19 pandemic? Lawal: It's about reviewing the existing contracts and making sure that we are examining performance obligations on both sides and looking at what adjustments need to be made on that front. For example, it might be the case that delivery times need to be extended. We even have some contracts that are affected because they had to deal with conferences that cannot be held anymore so we need to look at alternate channels. All these things need to be considered by the legal team. We're also looking at things that need to be embedded into contracts going forward. We are looking more closely at things like business continuity plans and looking more closely at disaster recovery — both for purposes of our own delivery and for those of our vendors. Milley: The issue of contracting is a signifi- cant piece because that's how we really engage with other parties. Looking internally within the legal team itself, we are ensuring that there's increased communication among team members as well as the organization. COVID-19 has required each of us to work from home so that brings a whole new set of challenges in terms of managing and

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