Since joining BAE Systems, group general counsel Philip Bramwell has made his mark. He speaks to Leigh Jackson about the second phase of his three-year plan to overhaul the company's legal function

BAE Systems' ambitious group general counsel Philip Bramwell has only been in his role for 18 months but is already well into a major restructuring of the defence and aerospace giant's legal function.

His three-year plan to overhaul the legal team at BAE began in earnest in January 2007, when he joined the company from his role as general counsel of telecommunications firm O2, and is now entering the second half of its development.

With the overhaul on its way to completion, Bramwell, who replaced BAE's retiring veteran legal chief Michael Lester, is able to reflect on the first year-and-a-half in charge and the work that the team has done on its revamp.

The 'system reset' – as Bramwell dubs it – began with the new legal head hiring for a number of new positions.

For Bramwell, who was already one of the UK's most prominent general counsel from his time at O2, this 'reset' was about replacing a flat -structure with a more specialised team fit to handle the scale and particular issues facing a global aerospace company. By ushering in more specialist skills and central management the team has also been nudged closer to the 'internal law firm model' compared to its previous, more generalist -incarnation.

Chief counsel roles were created in key areas of the business – military air solutions; land and armaments; Insyte, BAE's technology arm; and BVT (a joint venture that BAE operates with VT Group) – as well as similar positions for practice needs within M&A, property, intellectual property and labour law. Among the appointments, Jo Talbot was recruited from Clyde & Co to head the dispute resolution and risk management function, while Andrew Guest and Mark Serfozo were appointed internally to take up the chief counsel of the Kingdom of Saudi Arabia and chief counsel for compliance and regulation roles respectively.

Bramwell (pictured) is now also looking to fill further coveted chief counsel roles for other BAE markets including India, South Africa, Australia and Sweden.

BAE also operates a UK and RoW (rest of the world) team for its other markets, which is headed by Roger Wiltshire. It acts partly as a centralised function for the business, within which the majority of practice heads sit.

"We provide legal support to central functions and deal with overflow from the businesses," Wiltshire says. "We have a legal account manager for each central function and business.

"We also have a head of labour law, a head of knowledge management and training, head of property and a head of dispute resolution. It is, therefore, a mixture of specialists and generalists."

As part of the revamp, BAE's legal head of knowledge management and training, Jo Humphrey, developed an internet-based knowledge exchange called the Lawyers Virtual Information System (affectionately known as LVIS – pronounced like the singing legend).

Humphrey says: "With the use of LVIS, expertise is available wherever and whenever. I developed an IT system where the team can share knowledge, work together, research and learn about the law, our business, customers and colleagues. It is not just about legal information, it is about anything that will make our lives easier."

The system enables the company's 120-strong legal staff to communicate wherever they are in the world.

Part of the theory behind LVIS is that by helping the legal team share knowledge company-wide, more advisory work can be handled internally.

The changes have also seen Bramwell build a pool of experienced commercial lawyers to mop up overspill, dubbed the cab rank. Its job is to catch any work that the core in-house team is unable to handle due to heavy workload.

He says: "We have to adjust the level of staffing in the legal hub to reflect the demand for support from the business unit legal departments."

The BAE legal team is currently grappling with the second leg of its plan: improving its level of in-house advice and compliance. During this phase a review of BAE's external advisers will also be high on the agenda.

Bramwell comments: "It will include looking at our relationships with external law firms, but only when we are satisfied that we have our own house in order. In the second half of our three-year plan we need to formulate appropriate performance metrics, based on legal value-add. We need objective ways to measure and will look to all the best metrics used in business."

Most of the in-house work will be focused on the development of what Bramwell terms 'the third dimension' of BAE's legal function. The aforementioned dimension draws on concepts developed at Harvard Business School by professor Constance Bagley, meaning the successful creation of a legally astute corporation.

According to Bramwell, the focus on making BAE Systems more legally aware will create a business-friendly organisation. He says: "Knowledge of the law will make the company better by being easier to do business with and the company aims to be among the most respected defence contractors.

"The overhaul will minimise the risk facing the company, increasing resource dedicated to compliance and cut regulatory drag. Equally, we will have a customer-facing business, developing new simple forms of contracting, making us easier for the Ministry of Defence to deal with," he says.

Ensuring that the company improves its governance is a big issue for any general counsel but, in the case of BAE and its recent brush with public scrutiny, the stakes are somewhat higher. When Bramwell took up his position the company was in the middle of one of the most controversial periods of its history. The Serious Fraud Office (SFO) had recently dropped its investigation into corruption concerning the company's dealings with the Saudi Arabian Government after the UK Government claimed that the probe was a threat to national security.

The issue is now back in the courts, with the SFO appealing a High Court ruling from earlier this year which said the body acted unlawfully in dropping the investigation. It has also been claimed that the case was shelved due to commercial considerations amid pressure from the UK Government.

Meanwhile, the company is working on implementing recommendations on improving its ethical policy and avoiding corruption within the company. The report was produced by Lord Woolf, the former Lord Chief Justice.

Bramwell says that the legal team will be heavily involved in acting on Woolf's report. "The team is important to the Woolf plan recommendations – we want to engage and be open," he says. "Regulation is about being pragmatic – it is not a battle."

In addition to regulation the second half of Bramwell's sweeping overhaul will assess the role of the company's legal advisers.

BAE currently works with a number of practices, including Allen & Overy, Slaughter and May, Freshfields Bruckhaus Deringer and Wragge & Co.

But while external counsel to such a large company would typically be wary of such a large client reviewing its advisers, Bramwell's preference for relationship lawyering over discount-driven panels will be reassuring. Indeed, Bramwell did not operate a formal panel at O2, where he regularly instructed Freshfields, Olswang and SJ Berwin.

"It cannot be reduced to simple matter of procurement," he says. "You cannot buy lawyers like stationery – there needs to be a relationship in place."

Looking to the future of the team following the completion of the restructure, Bramwell is keen for his team to strive to for excellence – by giving the members of the team the opportunity to progress.

It is clear that Bramwell, a trained barrister who, unusually for a senior in-house lawyer, also has frontline commercial experience under his belt from a period as a partner at specialist telecoms consultants DDV, is intent on fostering an ambition and drive at his team that is still seldom seen in-house.

He comments: "We invite junior lawyers to take on managerial responsibility in yearly cycles by heading practice groups. It allows us to break out of the lockstep seniority law career structure. It is not efficient if the only career development opportunities are generated by retirement – we need to break out of that."

And it is that opportunity to encourage the growth of a band of young lawyers that motivates Bramwell to reap the benefits of three years' hard work.

"Who gets out of bed looking to be average? We want to be recognised as being among the best; no-one wants to be in the 55th percentile of in-house counsel," he says.

"My job, in the context of leading the legal function, is to create an environment where in-house counsel can thrive – it's what I love doing."

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