Canadian Lawyer InHouse

february 2015 22 INHOUSE barbara munroe: vice president, general counsel, and corporate secretary WestJet airlines, Calgary years as gc: 3 department: 5 lawyers the training and everyone understands what the ramifi cations are. It's a way of thinking everybody easily understands. In the area of cyber risk, with respect to protecting not only employee data but the systems that house our guest data, it's a dif- ferent language. You need to try and under- stand whether or not we are deploying all of the appropriate due diligence and security measures. It really takes some time to un- derstand the language of IT professionals. They can give you the representation that everything is fi ne but it's the ability to ask the good questions that is more challenging in that area. We struggle with that as law- yers and we see our board members wanting to know more in that area. what's your approach to forming a strategy for the legal department? It's such a compressed world, if you have a strategy much beyond three years in our business you are kind of wasting your time. Your competitors today may not be your competitors 18 months from now depend- ing on many factors including the regula- tory environment. The ability to be nimble and tuned in to where the organization is going is critical. We also need to be relevant to the organization, ensuring what we ulti- mately deliver up to the board is meaning- ful. Are the materials we give them prepared with the right lens? Are we giving the board enough, but not too much? you hold the compliance role in addition to that of general counsel. do you ever see it as a conflict? At this time in our evolution I'm taking on both functions and I am more in the camp that says until it's actually proven that the role should be split it's OK this way. There are a lot of things that I do in my role that is part of business and part of it is advisory. So I'm not waving the big fl ag that this has to be split. Our model pulls in different professionals contributing their areas of expertise such as internal audit, our vice president of safety, quality as well as our chief risk offi cer. Effectively they roll everything up to me and I'm the one that makes sure there are no gaps. I see the slate of appropriate people involved to enable me to report to the CEO who in turn can report up to the board. are you looking to change the relationship you have with your external counsel in terms of fee arrangements? We've had the good fortune of having long- standing external counsel and I haven't felt the need to press counsel because when we need them we need them for their expertise. More of the pressure is striking the balance between building some of that expertise in- ternally and at the same time giving enough interesting work to lawyers in-house as op- posed to sending it out. We try and help the business units be more self-serve in the ar- eas of contests and promotions so we're not inundated to review terms and conditions. We work to make sure that they know the law in this area. what's your approach to managing your legal team's career development? My department is full of lawyers in the fi ve- to 10-year mark and they are very interested in what their career trajectory is. Being so lean there is always that question of: How do I make a career of it here? What I'm try- ing to encourage is to get my lawyers to take a step out of their legal role. We have one lawyer who has taken a step into operations. He's going to go learn about the business for a couple of years on the condition he can come back and practise law again if he wants. We think it will make him better in- formed and a better contributor to the over- all direction of WestJet. The other way is we rotate portfolios. I think ultimately the idea is giving them enough visibility into what management is about, and what is important to their development. IH Paul ToTH what are the top challenges for the westjet legal department in 2015? Our business is at a point in time where we're growing but we are asked to take on that growth with the same level of resources. While it's not doing more with less, it's doing more with the same. That's the mindset we have coming into 2015 and it's all about watching costs religiously and assisting the business to be as nimble as possible and taking advantage of the growth in revenue opportunities. Last year, we launched into Dublin and we've now announced we're going into Glasgow so we're now into the European Union and that brings with it a whole new realm of regulatory and privacy issues. It's a new world from that perspective. There are a lot of new components to consider. We're also bringing on wide-body air- craft, replacing the arrangement we've had with Thomas Cook. what about perceived risks around things like projection of data? is that a major issue for you? I think it's on everyone's agenda. Our board members are asking about it and wanting to understand it not only from a legal perspective, with respect to compliance, but really zeroing in on our IT professionals in and around the area of cyber security. It's interesting because in other areas such as anti-corruption everyone understands that so it's about getting after everyone about

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