Graeme Muir jumped the good ship Flemings following the Chase Manhattan takeover. He had worked there for 10 years as head of legal and compliance for the firm’s private client and investment management business. “I guess I’m not a big company animal,” says Muir. “I feel like I can contribute more here. I am the head of compliance and legal here so I don’t have to worry about someone in New York telling me this or that.”
Prior to joining Flemings, Muir worked at Hill Samuel from 1981 to 1989, when it was taken over by TSB. “Such is the way of the City,” he sighs. And now he is the only qualified solicitor at Singer & Friedlander, having joined two years ago. But Muir is far from lonely. He has a team of three that concentrates on compliance work for the most part. “We tend to use external firms quite a bit. I guess that I’m more of a channel so we don’t have to have a big legal department,” says Muir. “We do what we can, but inevitably, when you get involved in some detailed areas, you have to call on the specialists.”
And Muir enjoys working in a smaller company. He reports straight in to the chief operating officer and his role involves a great deal of liaising with business its, “making sure that it’s got the right flavour, the right tone in it” he says. And Singer seems a friendly organisation; during our interview, company secretary Steve Doherty pops in a couple of times to help out with a few details.
Slaughter and May acts as Singer’s main company lawyer and has been for more than 10 years. It is the only firm the company keeps on a retainer. “Being a public company, it is helpful to have a main firm of solicitors that is multi-disciplined. They are always available for us,” says Muir.
“It’s important to have someone who understands how the City works, particularly when you are involved in floating public companies. It’s having somebody who appreciates the timing aspects, the stock exchange aspects, someone who is big enough to understand the Swedish stock market, for example.”
Singer sold 70 per cent of its holding in Carnegie, the Swedish investment bank, raising £54m in February. The firm is looking at a further reduction in its holding. The sale was a public flotation made particularly difficult by market conditions. Much energy was expended on deciding whether or not to go ahead, but go ahead they did, and, Muir says: “With hindsight, we were right to do so and maybe should have let more go.”
Martin Hattrell is the company’s key contact partner at Slaughters. The firm advised on the Carnegie flotation and is working on the latest bit of bother. Slaughters partner Elizabeth Barrett is advising Singer on some litigation involving a new product that the bank decided not to proceed with.
Roland Doughty at Slaughters also receives a special mention for his work on employment matters. The Financial Services Authority changed the rules regarding the Criminal Records Agency in February this year. Muir has had to check every new member of staff with the Criminal Records Agency. “You may find that someone has a record for smoking cannabis at university and that’s not something to worry about,” he says. Well, if the former president of the US can do it…
Muir adds: “Internet policy has been studied. European legislation says that you shouldn’t be monitoring people’s emails, but we’re a financial institution and we have to check that certain information is not being passed on. Data protection information has had to be put into all our agreements.”
Muir says: “It’s essential for us to have firms that understand the open-ended investment companies legislation.” And Muir’s other regular firms Farrer & Co and Macfarlanes clearly do. “Tim Cornick is a specialist at Macfarlanes and Jonathan Bayliss has been very helpful at Farrers. He has excellent banking knowledge, as has new partner Grania Baird.
“One of the drawbacks of being an in-house lawyer is that you don’t always know what your competitors are doing. But if you go to a good City firm, often they will be acting for two or three companies and they should be able to adapt a certain piece of documentation for us that they wrote 60 per cent of for someone down the road.”
In February, the bank bought Hermes Asset Management for £11.8m. The company hired Field Fisher Waterhouse for the transaction because it had conducted business reviews for previous acquisitions.
“My main responsibilities are compliance, law and money laundering… or anti-money laundering,” says Muir, correcting himself. The money laundering side has been a big thing this year. The Proceeds of Crime Act, which was passed in July, has forced Muir and his team to make presentations to staff to show them what has changed from the previous money laundering regulations.
A great deal of Muir’s role involves educating others, which means that outside counsel may spend time educating him. “The Financial Services and Markets Act, which came into play on December 2001, caused a huge amount of work for us. We had to redo all our client agreements,” he says.
“We had to bring in a senior management responsibility regime, which involved our non-executive directors in the group. The buck stops with the chairman and the group board and it’s up to them to cascade it down. But we had to write job descriptions for everyone, including the non-executive directors, which was a very strange thing for them. They’re wondering what their responsibility is under this legislation and it’s a debate that continues today.”
Basle II on capital adequacy and risk management has been an issue that Muir has had to keep his eye on. “They keep changing the rules,” says Muir. “It’s been running for so long but for now, the latest thing that they’ve said – quite controversially – is that risk management and internal audit are separate functions. That is an issue for us because risk management and internal audit are the same department and now we have to create separate units and separate the staff.”
Muir has one main criticism that private practitioners ought to bear in mind. “Regular contact is important, but not many law firms are good at that. Many law firms are very transaction-based,” he says. “A lot of what I do is building a relationship. When you’re the sole in-house lawyer, you want to be able to use your external firms to bounce ideas off. I was contacted recently by the Serious Fraud Office – not something that happens very often, thankfully – but I wanted to be able to talk to our lawyers without having to give them a brief.”
Muir has never been one to jump from job to job and seems set for a long stint at Singer. “I’m working with all parts of the group, that’s why I enjoy working in-house rather than in private practice. I guess I’m a specialist to some extent, but I get a very broad remit. I get 101 questions, but that, to me, is what’s enjoyable.”
Head of Compliance and Legal
Singer and Friedlander Limited
|Organisation||Singer and Friedlander Limited|
|Operating profits||£18.7m (January-June 2002)|
|Annual legal spend||£500,000|
|Head of Compliance and legal||Graeme Muir|
|Reporting to||Chief operating officer Michael Gibbins|
|Main law firms||Farrer & Co, Macfarlanes, Slaughter and May|