Canadian Lawyer InHouse

february 2015 20 INHOUSE roger fulton: executive vice president — human resources, general counsel, and corporate secretary linamar Corp., guelph, ont. years as gc: 11 department: 2 lawyers the internal lawyer shows it will more than double on a positive relative to the salary. We made that decision in an environment where we're seeking to hold the line on shared services costs. We had seven lawyers when I arrived nine years ago and now we have 15. We've grown our in-house legal department on the basis of justifying the expansion of it through doing a business case. So we've assessed our external legal costs and determined that for some of the areas of work we do it would be more cost effective and effi cient to have in-house expertise. Now we have 15 people looking to expand their careers and move up. The reality is that we've had to try and approach it differently than just promotions and title. We see the lawyers become very engaged at Enmax because they too are part of the company as opposed to just an adviser. Our business is also continuing to grow. We cover a lot of ground — from commercial matters to energy trading to litigation and HR, advertising and pension law, regulatory law, and real estate. So we do try and continually challenge the lawyers with new areas of work as their tenure goes on to make the job more interesting and retain them. We monitor compensation and adjust as necessary. have you seen the role of general counsel change significantly? What has changed is that clearly there is a need to continually focus on understanding the business and providing advice that helps us get business done at Enmax. The job of my team is to give advice but always come up with an alternative that is focused on the business unit while still being able to achieve the objectives set out. It isn't enough to simply give advice that it won't be compliant or can't work — it's incumbent upon us to come up with alternatives based on an understanding of what the business objectives are, working in concert with the business units themselves. The role has evolved as being one where certainly we're called shared service providers, and we support all the businesses through shared service organization. My role is to set the proper tone for compliance, support the compliance program, and constantly assess the legal advice at the root of the compliance program. IH what will be your major challenges for 2015? In terms of where we are headed, we've got tremendous growth happening in North America and Asia and Europe. We have $2.6 billion in work that hasn't even launched yet. We're busting at the seams in Mexico and we've got a lot of areas fi ring on all cylinders. In India, we opened a new plant and we are starting our third plant in China. India's new prime minister won on a pro-business platform but the bureaucracy is phenom- enal — worse than China. I was involved in China from day one and India is more of a challenge to deal with. We will be building a new plant in India and because India is so diffi cult to deal in we have to start the pro- cess of building now to make sure it will be ready in a couple of years. Bureaucracy is a four-letter word for us and that does free up energy that might otherwise be put into other administrative activities. What we do is more directly related to the business itself. Our chairman Frank Hasenfratz is 80 now and his daughter Linda is the CEO. He founded the company and the family is very committed to this as their business and they want it for the long term. Our compound annual growth rate is 15 per cent and we are going to be hiring more employees in Guelph, Ont. what are the top areas of risk management you are focused on for 2015? Anti-corruption and product liability. Anti- corruption is an area we have devoted a lot more time to over the last year or so. With the change in the Canadian legislation 18 months ago [Corruption of Foreign Public Offi cials Act], it really spurred us to take a hard look at that again. We came up with a robust policy and process and rolled it out throughout the company globally over the last year. We have operations in 10 countries so it's important we do that especially since we op- erate in sensitive countries. We're in China, India, Hungary, Mexico, and others and it was important to us that we have a robust policy in place. We've had no issues but you can't rest on the fact nothing has happened. We've implemented an anti-corruption pol- icy and closely monitor that and we've had full support from our CEO and senior man- agers, who have taken it quite seriously. We have spent a lot of time on product liability as well. In the past we have done "build to print" where the OEM does all the design work but we have moved to a lot more design work and full module and assembly production, so clearly some of that risk shifts to us and product liability becomes more important. We have worked extensively with operations, for example, to put model language into all of our contractual documents. We've educated our

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