Canadian Lawyer InHouse

21 CANADIANLAWYERMAG.COM/INHOUSE JANUARY 2016 Q Q Q Q What is your top focus for 2016? We set objectives each year and an overarching objective is to engage with our business partners early and often so we understand their strategies and are better able to anticipate the legal issues as they are implementing their strategies. We spend time with our anti-money laundering, compliance and fraud partners before our year begins to identify where we collectively see the strategies of the various business units going and what we think are the regulatory, legal and compliance issues that will arise during the year. Our top focus for 2016 is to get as close to our businesses as possible to understand any legal risk and mitigate that risk. We're trying to be more anticipatory and less reactive. We have found that our businesses are very receptive to that approach. Another priority for us is what we call putting "fi tter and faster" into action to respond to developments in the market faster while still protecting the bank against unacceptable legal risk. The fi tness aspect of being "fi tter and faster" also relates to how we do what we do — how we liaise with our external counsel and use the resources of our internal group so we can bring together all of those resources in a way that will allow us to be as effective and effi cient as possible. The bank as a whole is trying to act in a "fi tter and faster" manner. For legal, it's about how we use technology/knowledge sharing and how we engage with our external fi rms — and that's not just a cost element. We are trying to enhance our capabilities to meet our customer promise of comfort and convenience in a digital age. We see ourselves as enablers of the business as well as controllers, so we try to enable solutions that comply with all relevant requirements while controlling against unacceptable legal risk. Is cybersecurity a priority for legal? Cybersecurity is such a big issue for any busi- ness and certainly in the fi nancial services industry it's a major area of concern. How do you reconcile cus- tomer needs for quick transactions digitally in a trustworthy way? We have members of the legal team who work with our technol- ogy and business partners to try to identify where the risks are, and how we handle them to provide our customers assurances their transactions and information are safe and secure. As the banks respond to new tech- nologies and new participants in fi nancial services, and try to engage with customers digitally, we have to deal with the legal is- sues that come up. There are privacy issues and cybersecurity comes into that. As well, procurement and how we engage with other providers is an issue. It is a very interesting challenge in terms of how we reconcile regu- latory requirements — many of which were built for a pre-digital age. Do you have any advice on issuing RFPs to external law fi rms? The bank has done RFPs for about 15 years. Two years ago, we did a large RFP for external fi rms and achieved savings through consolidation of work in Canada and the U.S., and strategic fi rms were identifi ed with whom we partner in a deeper way. There are now six fi rms in Canada and eight in the U.S. that we have consolidated work with who we regard as our strategic partners; we also continue to work with a larger number of fi rms on various needs for external counsel. RFPs really create the rules of engagement for a three-year period and include rates. We also put particular projects in the litigation area forward to RFP and invite some fi rms we think are qualifi ed to make proposals on those specifi c matters. In-house lawyers have to be as clear and specifi c about what it is they are looking for when it comes to RFPs. If it's a big panel- related RFP that's one thing, but if it's a specifi c matter I really think you have to scope as carefully as you can and then have a discussion with the fi rms so they can build in their assumptions, matter or case plan and budget. The single biggest determinant for success is clarity on objectives. For a legal department of any size contemplating an RFP, they have to be clear in their own minds what they are hoping to accomplish. Clarity comes with being as specifi c as possible on what you're asking fi rms to respond to. That way you stand a better chance of getting all the benefi ts of good planning and project management, to the benefi t of the legal department, the business and the law fi rm. How do you manage in-house? Our leaders of today and tomorrow will be people who have skills in a number of areas. Balancing the need for deep subject matter expertise while developing broader leadership skill sets is an area of focus for us as we develop our terrifi c talent. We have created a regulatory law sub-group and that's bringing people together that do regulatory work, competition law and anti-money laundering, privacy — that's a refi nement of resources we already have. IH SANDRA STRANGEMORE PHILIP MOORE SVP, deputy general counsel & corporate secretary, TD Bank Group Legal Dept. Years as GC: 2 Department: 84 lawyers

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