What are the most significant cases or transactions that your legal team has recently been involved in?

Lembaga Tabung Angkatan Tentera (LTAT) embarked on its transformation journey in 2019 to build a strong foundation of established retirement funds with best practices, principles and standards, as one of the Malaysian government-related investment companies with an emphasis on strengthening governance, recovery and increasing investment portfolio returns.

Among the notable transformative transactions that the legal team has been tasked with, is the proposed amendment to the Tabung Angkatan Tentera Act 1973 (Armed Forces Fund Act 1973), which was passed by Parliament in August 2022, and it came into effect on 1 November 2022. We have been working on changes to the act internally without the involvement of any external lawyers.

We have had countless engagements with the legal departments of government agencies, as the company falls under the jurisdiction of the Ministry of Defence, and relevant government agencies including the Attorney General, the Ministry of Finance and Members of Parliament. The latter is necessary because the changes, as mentioned before, need to be presented to Parliament. The bureaucratic process has challenged the legal team. I must explain and justify the basis of the amendment, particularly at the working level of the government agency, to get the first buy-in. Depending on the participants of the engagement session, the management team also attended briefings with government agencies.

I held several discussion sessions with the Minister of Defense himself and the Deputy Minister of Defense, who was assigned to present the amendment in Parliament. The sessions with the Deputy Minister of Defense were necessary to prepare him for the questions that may be asked in Parliament, and it was therefore important to explain the basis of the amendment to him.

The proposed amendment is a milestone for LTAT to become a fully-fledged retirement fund. The amendment has addressed four pillars namely, providing further protection to contributors, increasing social security protection, improving governance and the ability to declare a sustainable dividend rate.

Apart from this, on 12 June 2023, LTAT successfully took over Boustead Holding. For this exercise, the legal team worked closely with the strategic team. The team had to work very carefully because takeovers are highly regulated in Malaysia. We provided the necessary legal guidance and support to the strategic team in all its decision-making, with the help of external counsel appointed to carry out the privatisation. The privatisation moves also brought LTAT into contact with Bank Negara Malaysia (BNM). Together with the strategy director, we have involved BNM representatives at the working level several times including meeting with the deputy governor and with the management team to present our case for the implementation of the said privatisation.

How do you see the general counsel role evolving in Malaysia over the next five-ten years?

The role of the general counsel has evolved from its convention of merely providing legal advice and being a legal custodian. I am of the view that the general counsel should be a business partner to his clients, working together with business / operational units, while still holding up the legal torch and ensuring that the necessary risk mitigations are implemented. However, this concept of business partners has not yet been fully embraced by internal counsellors. This must change because the general counsel should not be seen as a roadblock to a transaction or deal, rather it should complement any transaction, whenever legally possible.

Apart from being a business partner, in the next few years it will be important for the general counsel to have a strategic mindset to be able to provide commercial input and strategic direction at the management or board level.

On the operational front, general counsel needs to be agile in adopting operational changes in the business because by convention, lawyers are seen as conservative working with pen and paper. Digitalisation is inevitable and with the pandemic, the way of doing business has changed.

How important is choosing to work with external lawyers who align with your company’s values? Are you likely to reconsider what firms you work with based on this?

It is fundamental that I appoint a law firm that is aligned with the values of the Company. Ultimately, any deliverables of an external lawyers will be a deliverable of the in-house counsel. Therefore, such deliverables or advice will need to address the decision-making process and full proof it with the necessary proposed mitigation factors.

I will reconsider the firm to be appointed, especially, if I am not satisfied with its response time, attention, or the lack of commercial input, because it is key to ensure that the external counsel shows professionalism in its service as this is translated in its delivery to the client.

As we enter the next decade, what skills will a corporate legal team need to succeed in the modern in-house industry?

I strongly advocate that in-house counsel must have business acumen, strong commercial sense, provide solution-oriented advice and be agile in driving change in the office environment.

How do you suggest in-house lawyers build strong relationships with business partners?

Once internal counsel understands and appreciates the business model, business partners will see how invaluable contributions from internal counsel can be. As such, it is important that in-house counsel engages the business partner regularly, learns the business or transactional needs, and then advocates the business partner to contact in-house counsel at the initial stage of a transaction. Through early engagement with the in-house team, legal issues can be intercepted and resolved quickly.