GC: When you joined HBO Europe in 2011, you undertook a review of the company’s legal systems. Could you tell us a little bit about that process?
Gordon Finlayson (GF): I’ve been with the business now for three years, and I came in at a point when it had changed quite significantly in terms of its management and ownership structure. It had previously been a joint venture between Disney, Sony and HBO, and HBO bought out the business shortly before I arrived. As part of that change, our CEO, Linda Jensen, brought on board a number of new members of senior management.
When I joined, I undertook a review of our internal processes and identified that as a department we could deliver legal services in a more efficient and cost-effective manner that would enable our colleagues across the business to more effectively concentrate on their core responsibilities.
I went about restructuring the department in two phases. The first was about team structure and internal resources, and the second phase was concerned with utilising technology to deliver quality legal services efficiently and transparently across our business.
Phase one: building the team
The HBO Europe team includes 12 in-house legal counsel (and a number of retained law firms) which I restructured to operate as a “virtual team” across our key offices in Budapest, London, Amsterdam, Warsaw, Prague, Zurich, Zagreb, Sofia and Bucharest.
The first phase really involved facilitating more effective communication and teamwork across the legal team. When I came on board it was very much a disparate network of individuals operating as sole counsel, reporting back to the previous head of legal. What I did was move away from a “command and control” style operation and foster a virtual network of experienced legal advisers with effective lines of communication between one another. We could better serve the business by enabling all counsel in the group to draw on the experiences of other counsel in different jurisdictions who had faced similar issues – effecting dynamic information-sharing between geographically distinct legal staff.
One way was just simply making sure that we had regular weekly video conferences – that all of the legal counsel across the region met at a minimum of once a week and were able to talk about what was going on in their region – and to make sure that these meetings went on if I wasn’t around, to facilitate active communication throughout the network, not just to the centre.
One other aspect was to ensure that the team had world-class resources, research materials, key databases of precedent documents, cross-group reports and regular updates on group commercial issues.
So it was really about making sure that our legal team had the resources and they were empowered to get the work done effectively and efficiently on the ground, yet at the same time were able to make the most of being a regional organisation.
This phase also necessitated putting in place escalation processes across the team, and implementing clear sign-off processes and limits of authority. Individual counsel were given substantial autonomy, but also clear guidance about which issues to escalate for discussion at a regional level.
That process of creating a team was really challenging. It was about establishing cross-jurisdictional communication and about me being able to establish my credibility with legal counsel, many of whom had been working with the business for a very long time in different markets. It was actually a fascinating process.
GC: How do you navigate video conferencing across regions with language differences?
GF: English is the common language across the business generally, and because much of our drafting is in English, all of our staff must have effective business English. The language barriers don’t come into it so much in our internal communication process, they come into it more in terms of things like approving documents; defining how to structure legal agreements; whether or not you’re drafting in the local language, bilingually or in English; choice of jurisdiction and so on.
Once we had cohered into a team, the second phase was about taking some of the building blocks that we had established in the first phase and using technology to facilitate teamwork and information-sharing across both the legal department and the business as a whole.
Getting feedback from the business
GC: How did you go about reviewing your existing systems?
GF: My colleagues and I engaged in a process of obtaining stakeholder feedback from executives across the business, to identify key business requirements and assess existing systems that operated on a country-by-country basis.
This was largely a face-to-face process where we sat down and talked through the needs of each stakeholder. We had a set questionnaire that I would go through with individuals, talk about the current systems and how they were working, and take feedback on specific areas of need.
We drew many conclusions from the review, but the key ones were that people wanted more visibility over the workflow process, more information and reporting on the current status of agreements, and easy access to approvals and archived agreements. While our old systems effectively allowed us to control risks and conduct appropriate legal review of key company documents, we were not using technology effectively to add efficiency and visibility.
There was an understandable desire from our business colleagues to be able to conduct their roles without excessive process interference or administration. Therefore, very importantly, we also identified that any system must be user-centric and must justify itself by replacing existing processes with a highly accessible system that wouldn’t bog down the user with additional complexity or administration. We sat down with our IT department and external consultants, and developed a brief for a new regional legal workflow, approval, reporting and archiving system.
Phase two: building the system
GC: What timescale did you allow for the project?
GF: We were expecting the process to take about a year and it ended up taking about 18 months.
GC: How did you go about developing the right system?
GF: We found that some of these off-the-shelf systems had a lot of functionality, they were great, but they really didn’t justify the implementation because they were going to add to the administrative workload. They were going to add complexity to people’s lives. So our IT team devoted their resources to taking an off-the-shelf software solution and building a new web-based front end on to that – a very simple front end that you would be able to log into and access the key information about workflow, reporting, archived contracts and internal approvals. It was one of those situations where it seemed to be a lot more complex to get something that was very simple!
GC: Did you face any other challenges in developing the system?
GF: One of the key challenges that we faced was working with our IT team and external consultants to identify what our existing processes were. We as a legal team needed to translate what we were doing on a daily basis, and articulate that system in a clear manner to the technology team – essentially translating between lawyers and the geeks! That was really interesting.
I think that the process of articulating these systems also helped identify how the systems were working, and fed into the thorough process review across the business.
GC: How successful was the roll-out of the new system?
GF: We’re now in a situation where we’ve got the system launched and available across the business to the legal counsel and the business people. It’s really allowing them to do their job more effectively, to eliminate the bottlenecks created by paper-based approaches that were reducing the efficiency of legal service provision.
The new system also provides the business with a much more transparent view of the legal services that we are providing to them. As a legal service function you always need to be demonstrating value to your colleagues in the business, and one way you can do that is by giving them tools so that they can transparently review the services that are being delivered to them. That’s one of the things that the system does – it shows them, for example: this person was working on this agreement here, it’s gone through this process that started here, etc. Our colleagues can now print out status reports, and access a lot of information on a real-time basis. The solution is delivered through a very simple web-based interface that’s accessible from the office or wherever they are – on mobile devices and so on.
“I think that one of the key tests of the effectiveness of the system is really down to user feedback.”
GC: Who in the business has access to the system?
GF: We restrict access to the system in such a way that the information is accessible to each individual based on their function. We don’t have it open to everyone; we’ve got a set of business rules which allows people to access agreements, reports and information according to their responsibilities.
GC: Has your legal team adapted well to the new system or have you had any pushback?
GF: They have adapted really well. We identified that it was absolutely necessary to ensure that each legal counsel, in each of our offices, was involved from a very early stage in the development of the system – so that our counsel would become evangelists for the system in each of their respective offices. I involved all of them in developing the specification; they were involved in testing at every stage. There was a high level of engagement from our legal counsel across the business from day one, and so by the time the system was launched, they were really invested in it.
GC: Do you have any metrics demonstrating how the new system has improved workflow across the department? How easy is it to demonstrate that it has made the department more efficient?
GF: We lacked appropriate metrics previously with our manual systems and processes. However now, with the new system, we can better quantify both the efficiency of our team and the added value that the system provides.
I work with business colleagues who are highly professional and demanding internal clients, so I think that one of the key tests of the effectiveness of the system is really down to user-feedback. My colleagues are not the sort of people who are going to hold back and not tell me if the system isn’t working, or if they don’t think that it’s effective. Overall engagement with the system and the feedback that we’ve received to-date have been positive, and having a lot of business stakeholder engagement from an early stage has meant that when issues have come up we’ve had a lot of involvement from across the business in finding effective solutions.
I think that people have seen the value of the system quickly because we spent so much time trying to get the interface right. It’s a legal system that’s distilled down to its necessary parts for the business – it’s not overloaded with sophisticated but redundant features.
GC: How does the new workflow system accommodate language differences?
GF: It’s all through the medium of English, but we’ve had to accommodate issues around Cyrillic script; we have to ensure that the documents can be imported; that we can search across documents; and that the key fields for people inputting information into the system have support for our various different scripts. They are all European languages so it’s not as complicated as it could have been if the system was operating, say, across Asia or the Middle East, for example.
GC: Were there any jurisdictional legislative or regulatory quirks that complicated rolling out the system?
GF: We didn’t have too many legislative impediments in our jurisdictions; however the level of regulatory intervention in Europe in general is quite high so we needed to take care with specific areas of the system. One area that we always have to be very careful about is the EU Data Protection Directive, and our business has a “privacy by design” approach to the development of any of our IT systems – whether they are in relation to HR, business or customer data – and that extends to our contractual systems as well. Issues around data protection are always very high up on our agenda and as a US-headquartered company, we always need to be careful about access to these systems and ensuring that access to any data is justified under the Directive.
Driving compliance through technology
GC: Have you revamped any other legal department technology or processes during your tenure?
GF: The legal department is also responsible for business compliance, so one recent innovation that we’ve had is the development of a new online training system for business compliance with a UK-based company called DeltaNet. This is going to allow us to deliver training on our standards of business conduct and anti-corruption policies through an engaging online system.
Previously the compliance training was conducted through workshops, and now we’re moving to a more sophisticated online system which will allow my colleagues to complete different modules to satisfy their yearly training requirement in this area. The modules contain a lot more information than can be captured in one workshop training session, they are a lot more interactive, and they allow people to do their training at their leisure throughout the year.
Issues around the FCPA [the US Foreign Corrupt Practices Act], the UK Bribery Act, and local anti-corruption laws are extremely important to us, and we view utilising technology as a really important way to engage our employees and get them thinking about anti-corruption, standards of business conduct, ethics and anti-discrimination.
“My colleagues are not the sort of people who are going to hold back and not tell me if the system isn’t working.”
It’s an exciting project that I think will really help to increase the quality of service delivery to employees in this area, which can sometimes be difficult to engage people on. And of course, it allows for different language versions as well, which is another really fantastic benefit for people across multiple jurisdictions.
We also work closely with our colleagues in the HR department who recently revamped our intranet, and we are utilising that to provide information to our colleagues on legal and compliance issues.
GC: What feedback are you getting from staff about moving from the workshop format to an online format for compliance training?
GF: When you stand up in front of a group of 50 or 100 people and deliver a workshop you get direct feedback, and I think that over the years I have been able to judge people’s level of engagement, and use different types of workshop structures and materials in order to keep people’s interest. There is always going to be a place for face-to-face training for people, and we will not completely abandon that – there will always be a need for follow-up training sessions, in-person, to discuss things.
But I think the amount of information that you can deliver to a person via an online training module is more than you can deliver in just an hour of doing a lecture.
With compliance, it’s absolutely essential that you always have buy-in from senior management. The online training scheme was a project initiated by my CEO and she’s been very supportive about developing and implementing the system with our staff.