Legal news and trends for Canadian in-house counsel and c-suite executives
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ROUNDUP • A roundup of legal department news and trends Adams gets top legal post at AGF Mark Adams has been appointed senior vice president, gen- eral counsel, and corporate secretary at AGF Management Ltd., stepping into the role previously held by Judy Goldring, who will continue in her position as executive vice president and chief operating officer. In his new role, Adams is responsi- ble for all legal, corporate governance, and compliance matters in Canada and abroad. Goldring will focus on the long-term growth and strategy of AGF. Adams has been with the invest- ment management company since he joined it as legal counsel in April 2004. He went to AGF from McMillan LLP, where he spent five years as a securities lawyer. He moved in-house, he says, to become more involved in the day-to- day business strategy within the scope of the Canadian capital markets. "Securities law can be a lot of paper, especially on the transaction deal side, which is what I did. I saw an opportu- nity at a company that was a key player in the capital markets and I saw a great opportunity to transfer some skills and get involved in a publicly traded com- pany," he says. Since Adams joined AGF the in- house legal department has grown. "We were a pretty small group on the legal side. Judy was the GC and it was basically her, myself, and one other lawyer," says Adams. "Companies over the last 10 years have realized the benefit of building an in-house team as opposed to continually outsourcing things you don't really have control over. When I joined there were three of us and over the next four years we went from three lawyers to five." In 2007, Adams was vice president legal counsel when he was approached to become corporate secretary, some- thing he had never done but corporate governance was becoming an impor- tant area. "We're a highly regulated industry so being in-house you really get to know your sector and regulations quite well," he says. "The one area that is newer for me is that as general counsel the compli- ance group now reports to me. I always worked side-by- side with compliance before but now it reports directly to the GC's office." His biggest challenge, he says, is managing cross-bor- der work. Mark Adams, AGF Management Ltd. "We have an international footprint and it's about mak- ing sure we're cost effective in going to these new jurisdic- tions, but also making sure our business operations and processes are compliant and adhering to the various local requirements that can change depending on what country you're in," he says. Cybercrime a growing concern A well-communicated and detailed anti-fraud program that comes from the top may help curb white-collar crime in the workplace, but few organizations are providing training on areas such as cybercrime, according to a new study. "When senior management takes an active interest in fraud within their organiza- tion and takes strong disciplinary action towards the perpetrators, the right 'tone at the top' is established," says Steven Henderson, national forensic services leader at PwC in Canada. "A corporate culture that clearly stresses the importance of integrity, where executives are seen as walking the talk and that has a well-communicated and comprehensive anti-fraud regime, is less likely to be victimized by economic crime." When it comes to what kind of fraud is of most concern, the perceived risk of cybercrime to Canadian organizations is on the rise according to a new PwC report on economic crime. The 2011 Global Economic Crime Survey ranks cybercrime as one of the top four economic crimes (23 per cent), slightly behind accounting fraud and bribery, and cor- ruption (24 per cent). Theft is the top crime, reported by 72 per cent of organizations around the world that were victims of economic crime in the past year. Overall, 32 per cent of the Canadian respondents from business and government said they were victims of some form of economic crime during the past 12 months, a decrease of 24 per cent from PwC's 2009 survey. This could be happening for a few reasons such as better diligence in implement- ing anti-fraud regimes within companies, the Canadian economy being stronger over the past two years than other countries, resulting in an environment with less visibility of fraud which normally arises during a downturn, or the fact that cybercrime or collusion between parties are still being committed but are inherently more difficult to detect. When it comes to cybercrime, 38 per cent of Canadian respondents believe the perception of its risks has increased and the majority (57 per cent) think the greatest threats are coming from outside their Canadian organizations and abroad. However, while companies recognize the significance of protecting and investigat- ing cybercrime incidents, only 36 per cent of the Canadian respondents said they have in-house capabilities to investigate cybercrime and less than half have access to forensic technology investigators who can create effective response mechanisms and policies. Only 21 per cent said that senior executives review the risks that cybercrime presents on an annual basis, further supporting the more "reactive culture" to crime prevention found in the survey results. INHOUSE FEBRUARY 2012 • 7