Lloyd's of London is undergoing major changes. Leigh Jackson talks to director and general counsel Sean McGovern about how the insurance giant is positioning itself to benefit from emerging markets

Sean McGovern (pictured) and his legal team at Lloyd's of London have long been used to handling international issues, given the nature of the insurance giant's impressive client base.

But Lloyd's current international push has given the team new opportunities and challenges that go beyond the call of duty, even for some of the best-resourced in-house teams. After all, how many other in-house teams have the task of influencing overseas governments?

Alongside his 90-strong team, McGovern – who was appointed as head of legal in 2000 and general counsel in 2003 – helped to successfully lobby the Brazilian parliament to become the first reinsurer to gain entry to the country, setting up shop in Rio de Janeiro.

New legislation allowing overseas reinsurers into the country has paved the way for Lloyd's to become an admitted reinsurer – an overseas entity with a Brazilian office.

McGovern explains: "Brazil was a closed market. Lloyd's is a unique structure and there needed to be special provisions in the country for us to be integrated. It involved much lobbying but the market has been liberalised and we were the first allowed in."

Also looking to expand in the east, McGovern is working on the necessary legal framework to gain full entry to the Chinese marketplace. Lloyd's has already introduced an offshoot company, Lloyd's Reinsurance Company China, which aims to take advantage of opportunities in the much-coveted Chinese market.

"China is a new experience because the market has never really been accessible," says McGovern. "There is so much capital in the country that the majority of the buildings in Shanghai remain uninsured – we are well placed to take advantage of this. We know the market in China and the market knows us."

McGovern and his team are also closely watching developments in other countries where the potential to lobby governments and relax rules on foreign companies could allow it access to new opportunities.

He adds: "India is going through its own process, increasing its access to the liberal market, while the Middle East is in its infancy. There are also religious and cultural aspects to take into account. Sharia-compliance is a big issue [in insurance]."

But the role of the legal team extends beyond political lobbying; it also helps manage the relationship between Lloyd's and its main UK regulator, the Financial Services Authority, and deals with any issues that could arise between brokers and members.

With the legal function playing a fundamental role in the workings of Lloyd's, it naturally has a strong influence on the business. But the legal team's influence in running Lloyd's has not always been apparent during its 300-year history. The formulation of the legal team as it is today can be traced back just two decades.

In the late 1980s, Lloyd's found itself on the brink of disaster as it became flooded with a number of asbestos, pollution and health-hazard claims, largely from the US, swiftly followed by a number of individual investors successfully suing the company as their losses began to mount.

After paying out a number of substantial settlements, the insurance giant entered into a lengthy reconstruction and renewal process from which a substantial in-house legal team emerged. From this footing, the legal team at Lloyd's underwent a period of modernisation in the early 1990s, with Jo Rickard – then a senior litigation partner at Freshfields Bruckhaus Deringer – seconded in to help deal with the litigation and Mercury Communications' James Butler appointed as head of legal in 1996. Butler's appointment was seen as a major step towards building the team from back-office function into a formidable force.

Since the departure of Butler and the installation of McGovern in 2000, which made headlines given his young age of 29, the size of the team has trebled and its role in the future of the company has continued to grow in importance.

Just last month, in order to continue the modernisation of Lloyd's and to help ensure its competitiveness, company members voted in favour of a number of changes to the Lloyd's Act of 1982.

As a business incorporated by an Act of Parliament, changes in Lloyd's governance require an amendment. Using a legislative reform order to speed up the process the Act is currently working its way through Parliament after gaining overwhelming internal support.

"The last piece of legislation, passed in 1982, is now out of date." says McGovern. "The introduction of the reform order gave us the opportunity to amend the Act quickly. The consultation of our members closed in May, with 99% of members in favour."

He adds: "The new Act will remove out-of-date restrictions and update central governance. On the business side, agents no longer have to act only through a Lloyd's broker. It allows our market to open up – it will become a much more level playing field."

The changes to the structure of Lloyd's, which could pass into law by the end of the year, could help Lloyd's maintain its recent run of record profits. The business reported profits of £3.66bn in 2006 and topped the figure in 2007, revealing gains of £3.76bn.

However, McGovern is aware that despite the recent success, helped by the work of the legal function, there is always a risk that an adverse event, legal or natural, can change things very quickly.

He explains: "Approximately 40% of all business is from the US and consdiering they are at risk of adverse weather, alongside the UK's growing threat of flood risks, the £3.76bn of profit reflects a benign environment. It is largely cyclical – an event causes a price rise and competition causes a price fall until the next event."

He adds: "Litigation risk has become important to business leaders. There has been a growth in compensation culture and liability risk is becoming increasingly complicated. Non-executives are shying away from their place in the boardroom because of it."

And although his role within the business has grown alongside the in-house team, McGovern is sure the position of general counsel will become more prominent in the future.

"The position of general counsel has grown as a role," he says. "The financial director traditionally held a place next to the chief executive. But the role is continuing to change and the general counsel is beginning to find a worthy place within that structure."

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