As the interim head of legal and compliance at Winterthur Life, Credit Suisse’s UK insurance subsidiary, Sandra Basaran soon realised that she had a huge task on her hands. After joining the company just over a year ago, Basaran has restructured and significantly bolstered Winterthur’s legal and compliance department and has worked towards raising its internal profile.
Winterthur initially approached Basaran and asked her to conduct an N2 audit to establish how prepared the company was for the implementation of the Financial Services and Markets Act, 2000. While conducting the audit, Basaran discovered that improvements were needed. “What was apparent to me during the audit was that the profile of the compliance department internally was very negative, in that it was seen very much as a road block and an internal police force,” she says. “Legal, on the other hand, didn’t really have a profile. Some areas of the business were aware of the legal department’s existence and were using it, while others weren’t. The result was that most of the legal work was farmed out.”
Basaran also realised that the legal department, which was staffed by one full-time corporate/commercial lawyer and one part-time litigator based in Salisbury and Basingstoke respectively, plus two trainee legal executives, was inadequate, both in terms of its size and on the level and breadth of experience of its staff. She says: “It seemed to me that the number of staff wasn’t sufficient for the size of the business today, let alone to encompass the strategic business plan that the company had going forward. I was also somewhat perturbed to find that the compliance officer was acting as the lawyer, but with no legal training.”
She adds: “While the team was doing a good job, there was an awful lot that wasn’t happening and an awful lot of what I would expect an in-house legal department to be doing wasn’t being done, including what I would call proactive lawyering.”
So, last August, Basaran agreed with Winterthur’s chief executive officer and other members of the leadership team to increase the capacity of the company’s legal department in order to put in place the infrastructure required to position itself for the future.
Basaran embarked on an aggressive recruitment campaign to hire a team of lawyers to boost Winterthur’s legal department. “Having done a lot of recruitment over the years, I didn’t go out to recruit any particular types of lawyers. In other words, they didn’t need to have a specific skill set. Rather, they needed to be the right sort of upfront, go-getting and proactive lawyers, because one of the things they have to do is go out to the business and sell [the legal department].”
Since starting its recruitment campaign, Winterthur has hired seven new lawyers. They include Daniel Makele from GE Insurance Holdings; Simon Smith from Olswang; Jonathan Carter from Clyde & Co; Maggie Jarret from Baker & McKenzie; Stephen Balanwu from Denton Wilde Sapte; Candace Kendall from St James’s Place Wealth Management Group; and Sonia Billett from Barlow Lyde & Gilbert.
“What they all have is the clear determination and drive to want to be part of the creation of a legal team in a company that’s got fairly ambitious strategic plans for the future,” says Basaran.
Winterthur also merged its legal and compliance functions with that of its Salisbury-based subsidiary company Personal Pensions Management, a third party administrator of pensions, and moved everyone to Winter-thur’s headquarters in Basingstoke, because at times, there were effectively four different departments. Because the former compliance officers of each company, as well as Basaran’s predecessor, did not have experience of the others’ functions, she was brought in to manage the newly merged department. Basaran says: “The team currently in place it loosely tacked together – I wouldn’t say it’s glued. I think it’s going to take some months of designing and steering before it’s glued.
“One of the biggest challenges is to get legal and compliance to work together as one team and to understand why they should have anything to do with each other. The second is to get rid of the possible conflict between Salisbury and Basingstoke. Because of the geographical distance, we must ensure that everybody feels they are part of one team,” she adds.
Winterthur does not have a formal process for instructing external lawyers and historically the company has appointed firms for all sorts of reasons. Basaran intends to talk to the firms that have been used in the past and discuss with them ways in which they can help the company in the future. Where appropriate, she will beauty parade firms before handing out any instructions.
Winterthur currently has relationships with Barlow Lyde & Gilbert, DLA, Herbert Smith and Shoosmiths. Although none of these firms are handling any substantial work for Winterthur, national firm Shoomiths is retained to advise the company on litigation matters, most of which is outsourced. The company also typically obtains advice on specialist pensions-related matters.
Now that most of Basaran’s work is done, Winterthur is in the process of finding a replacement for her. Basaran will return to her consultancy business Janada in July. Basaran launched Janada after spending 14 years with GE Capital’s insurance business in Europe as the group legal director, compliance officer and company secretary.
But before Basaran’s departure, the new-look legal and compliance department will be re-launched to the business. The aim of the re-launch is to let the company know that legal and compliance have merged and to publicise the services it can offer.
Head of legal and compliance
|Employees||800-1,000 across Salisbury andBasingstoke|
|Balance sheet investment||£5.5bn in 2002|
|Head of legal and compliance||Sandra Basaran|
|Reporting to||Corporate development director Neil Cantlen|
|Main law firms||Barlow Lyde & Gilbert, DLA, Herbert Smith and Shoosmiths|