Canadian Lawyer InHouse

Aug/Sep 2009

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

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environment are having an ability to spot issues and to prioritize. "All of the lawyers on my team have quite a broad scope in their jobs, so they're not necessarily a deep specialist in a particular area, but have a great abil- ity to understand the business impera- tive and determine the most important things to get done." Canadian Tire also owns Mark's Work Wearhouse, a Canadian clothing retail- er with 372 stores, and PartSource, an automotive parts specialty chain with 86 stores selling nationally branded auto parts. It also owns Canadian Tire Petroleum, the country's largest inde- pendent gasoline retailer with 273 gas stations. And it operates Canadian Tire Financial Services, the second-largest MasterCard franchise in Canada, as well as a wholly owned bank, Canadian Tire Bank. "Being a public company, there's a lot of work associated with the securi- ties law aspect," said Collver. This could include everything from public offerings, to private placements, to acquisitions, to continuous disclosure requirements. There's also the matter of protecting one of Canada's most respected brands, so the way it conducts business across its global supply chain is critical to main- taining customer loyalty. And this is no easy feat, since it deals with 1,800 unique vendors around the world. "We're ship- ping goods from various parts of the world to the stores in Canada," Collver says. "This involves a lot of commercial contracts." As part of its ethical sourcing ini- tiative, suppliers must meet the require- ments outlined in Canadian Tire's Supplier Code of Business Conduct, which includes meeting all legal require- ments in the country of manufacture and strictly forbids the use of child labour, discrimination, and physical abuse. Maintaining this code involves audit- ing offshore factories manufacturing products for Canadian Tire and Mark's Work Wearhouse through third-party audits, internal assessments, and fac- tory self-assessments — particularly for those considered high-risk (based on country of manufacture and any record of human rights abuses). Any deficien- cies require corrective action plans and 36 • AUGUST 2009 follow-up audits. "It can be challenging dealing with our network of suppliers," says Collver. "I do provide legal advice, but the majority of my time is spent advising the president, working with the board of directors, and overseeing the work of my team." Collver manages a team of nine in- house lawyers and oversees external counsel. Canadian Tire touches on sev- eral areas of law because of its reach into so many different businesses. Three in- house lawyers handle the financial serv- ices business, three handle the retail busi- ness, one handles the real estate business, and two handle information technology, treasury, finance, and human resources. After graduating from the University of Toronto Faculty of Law, Collver was hired by Cassels Brock & Blackwell LLP, where she became an associate and even- tually a partner. While there, she prac- tised securities, and corporate and com- mercial law, and during several periods worked almost exclusively for Canadian Tire. In 2002, Canadian Tire decided to pursue a banking licence, and Collver had the opportunity to join the company at a senior level as general counsel of Canadian Tire Financial Services. This led to one of the greatest challenges of her career: helping to form Canadian Tire Bank. "Being involved in the for- mation of Canadian Tire Bank from its inception has been a learning oppor- tunity and a challenge. I didn't have a banking background before we started that project." In 2003, Canadian Tire Financial Services established the Canadian Tire Bank. Today, one in five Canadian house- holds have a Canadian Tire credit card, and there are 5.3 million Canadian Tire MasterCard credit cards in circulation. A banking pilot is currently underway, offering high-interest savings accounts, variable and fixed-rate mortgages, and guaranteed investment certificates. In her current role at Canadian Tire, Collver has a whole new set of challenges, but that's what she loves most about her job: the corporate culture, the challenges of the work, and her ability to influence decision-making both on the strategy and administration of the company. "We spent a lot of time this spring working INHOUSE 60-SECOND SNAPSHOT THE LAWYER: Robyn Collver The COmpany: Canadian Tire Grew up in nova Scotia. Graduated from Acadia University in 1985 with an Honours Bachelor of Business Administration. Graduated from the University of Toronto Faculty of Law with her LLB in 1988. Articled at Cassels Brock & Blackwell LLP, hired in 1989, and called to the bar in 1990, practising securities, corporate, and commer- cial law. Joined Canadian Tire in 2002 as general counsel of Canadian Tire Financial Services. Helped create Canadian Tire Bank in 2003. named general counsel at Canadian Tire in January 2009. with the new executive compensation disclosure rules and determining how to write our public disclosure documents with those rules in mind to make sure we were providing appropriate disclo- sure to our shareholders," she said. The challenges will continue as Canadian Tire looks to expand and ret- rofit its retail network, grow its finan- cial services business, and improve its PartSource automotive business through customer-facing technology and a more efficient supply chain. "It's a great Canadian brand. Most people shop at Canadian Tire, and a lot of people grew up going to Canadian Tire with one of their parents on a Saturday morning," says Collver. "It's great if your work can be about more than just pro- tecting the company, but to continue to participate in the growth and develop- ment of that company." IH

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