We asked Patricia Byrne, vice president and associate general counsel for international compliance at BAE Systems, Inc. and the winner of the Regulatory (Non-financial Services) Team of the Year award at the 2018 Global Counsel Awards, her opinion on what it takes to be a successful in-house counsel, the best way to advise senior leadership and what winning the award meant to her.
Describe your current role (responsibilities, size of team, structure).
I am the vice president and associate general counsel for international compliance at BAE Systems, Inc. I am a direct report to our general counsel, and am responsible for managing both our anti-corruption compliance and international trade teams. I have four direct reports on the anti-corruption team and nine direct reports on the headquarters international trade team. The anti-corruption team provides support to our businesses on third-party due diligence and aligned business processes. The headquarters international trade team is divided into international trade compliance – which handles all of our export control audits and assists with investigating matters of interest which may become voluntary disclosures – and international trade licensing – which assists the business with licensing issues and liaises with the US government as necessary.
What led you to a career in-house?
I had been working for a DC-based law firm, and BAE Systems was a client. I had been looking for opportunities to move in-house because I knew that I did not want to work in a law firm for my whole career. When the opportunity arose with BAE, where I knew that senior management took the company’s compliance programme extremely seriously, I made the jump – and I have been very glad I did.
In your current role, what is the most challenging situation that you have faced? What are the most significant challenges that in-house lawyers are likely to face over the next few years?
Our biggest challenge is balancing the requirements and needs of our compliance programme against the time limits and the deadlines that the business is under. We have worked very hard with our businesses to try to get them to involve us as early in the business development process as possible, so that the due diligence we do is of maximum assistance to them in selecting business partners, and the export teams are involved upfront in discussions about licensing. It is not helpful to our mission, or our relationships with the businesses, if a business has spent six to nine months developing a relationship with a business partner, and then we find a potential issue and they have to find someone else. Similarly, on the export side, it is not helpful if they have spent months trying to develop a market for a product only to find out too late that they will not be able to get licences to sell the product in that country. It is much better if we can start the review when they are still in the early stages so that we can help to guide them to the most productive outcomes. I think we’ve made real progress over the last few years, and it is a process of continuous improvement.
Moving forward, I think one of the biggest challenges that in-house teams at companies engaged in international business will face is the fact that the world is only growing smaller. That means that we are more directly subject to foreign laws, regulations and policies, as well as to US law, not to mention systems imposed by NGOs or other multinationals. As companies grow internationally it is imperative that they continue to work to maintain a consistent compliance culture across the entire enterprise and that they adapt to new legal requirements that may arise from the new locations.
Are there particular types of legal issues that you routinely refer to outside counsel? And what kind of matters do you tend to handle in-house?
With regard to my team, we have a panel of outside counsel involved in a review of the due diligence during the on-boarding all of our third parties and third-party renewals. Otherwise we conduct almost all of our own due diligence and compliance training in-house. We would likely refer any substantive corruption investigation – something that looked like it was more than an internal policy violation – to outside counsel. Otherwise, we usually go to outside counsel for advice on very specific matters if we cannot resolve the issue ourselves, and we use foreign law firms for advice on local law issues in foreign jurisdictions. But I have a highly qualified team with decades of collective experience in the area and I think that the business views us as subject matter experts and comes to us for advice in the first instance.
What do you consider to be the essential qualities for a successful in-house lawyer?
In addition to sound legal skills, the things that I think make for a successful in-house lawyer are a collaborative attitude, a willingness to keep an open mind and a pragmatic approach to problem solving. In the case of a compliance lawyer, it is also important to have the ability to say ‘no’ when it is really necessary to say ‘no’, but to find creative solutions if there is a reasonable and compliant alternative – that is, to be able say “not like that, but how about this other option instead”.
What’s important for in-house counsel to consider when advising senior leadership?
Whether they say so expressly or not, businesses generally rely on their legal counsel to act as a check on activity that might turn out to be ill-advised on both business and compliance grounds. I think it is important to be able to tell the truth as you see it to senior management, even when that might be uncomfortable, but also it is important to be able to express that truth in a way that it is heard. I think it’s important to listen well to what senior management is saying even while you are trying to provide them with your view. I also think it’s important not to pretend that you have answers if you really don’t know. If you are asked a question you don’t know the answer to, even if it is something you perhaps should have prepared an answer for, I think it is much better to say, “I don’t know, I’ll find out” than to try to bluff your way through or speculate. I think it is more important to preserve people’s trust in your honesty/straightforwardness than it is to try to save face in that situation.
How does the legal department contribute to your company’s growth?
We contribute to growth by providing sound legal advice that allows the business to make more sound business decisions, defending the business where it is engaged in litigation and ensuring adherence to law and regulations, thereby avoiding behaviour that could be very costly in time, money and reputation.
With regard to your industry, are there any significant developments worth highlighting?
With regard to the anti-corruption compliance world, the Department of Justice’s (DOJ) adoption of the Corporate Enforcement Policy in December 2017, including increased transparency regarding the type of behaviour that results in a declination or reduced penalties, is a pretty significant development. It is clear that the DOJ is seeking to increase corporate self-disclosures and it will be very interesting to see how that plays out – though hopefully not from first-hand experience.
If not a lawyer, what would you be?
This question is surprisingly hard for me to answer. After nearly 20 years of practice, being a lawyer is pretty intrinsic to my sense of self. I thought seriously about becoming a high school English teacher before law school, though I’m not sure I would have lasted long. Perhaps I would have ended up as a programme manager in a business because I am quite good at logistics and I like managing teams of people. I do occasionally wish that I had done an MBA as well as a JD. But mostly, I really like my job and do not want to be doing anything else.
What did winning a Global Counsel Award mean to you?
Our entire department was thrilled to win the Global Counsel Award. We work very hard to try to provide really sound support and guidance to our businesses and it is very nice to be recognised for it.
The purpose of the Global Counsel Awards is to identify those in-house counsel, both teams and individuals that excel in their specific roles. The primary aim is to reward lawyers for demonstrable achievements across the full spectrum of in-house responsibility, not simply those who have acted on high-profile transactions.