The Counsel

interview wih Saira Nishtar
General Counsel and Company Secretary, ICI Pakistan Limited

What are your education and professional qualifications and work experience?
It has been 11 years since I completed my LLM from University of Cambridge.  Having achieved a Gold Medal and highest marks ever in the history of Peshawar University during my LLB, I was awarded a full scholarship to the University of Cambridge and completed my LLM in 1999. I also studied a Public International Law Course at the Hague Academy of International Law in the Summer of 2004.

My work before ICI involved working for international law firms such Fulbright and Jaworski and Afridi and Angell and local firms of repute such as Fakhruddin G. Ibrahim & Co.  However, my first experience as in-house was as Legal Advisor to NEPRA from 2002 to 2004.  I have also worked at the University of Peshawar where I helped to set up a Human Rights Studies Centre affiliated with the University of Oslo as well as having lectured at the University of Oslo. I have been with ICI for over 2 years now as General Counsel and have recently been appointed Company Secretary as well.

You are amongst the highly respected Chief Law Officers (CLOs) in the industry. There is a perception that CLOs are ‘business persons’ providing legal services to their companies. How accurate is this description?
The perception that General Counsels are business persons providing legal services is generally held by private legal practitioners. Businesses on the other hand, generally perceive in-house counsels as lawyers and not much else. However a good in-house counsel is one who serves business interests while being a sanity check for the over-exuberant businessman. Lawyers by training are risk averse and successful business persons are generally risk-takers. Successful in-house counsel must therefore be able to balance both.

It is easy for the managers and executives to view in-house counsels as more than just advocates working for the company, which can be both a blessing and a curse. As a CLO, how do you balance between being an integral team-member of your organization and a useful provider of legal advice?
In-house counsels are required to be managers and lawyers. In Pakistan, you will find a wide range of approaches towards the role of in-house counsels. In the worst form in-house counsels are perceived as postmen passing on legal work to outside counsels. That in my view is a complete waste of resource and will have to change as in-house counsel become more important due to increasing regulation in almost all industrial and commercial sectors. An inflexible in-house counsel runs the risk of being perceived as a business prevention unit. In-house counsel must facilitate business and obviate risk at the same time otherwise there is a danger of the counsel being sidelined and becoming irrelevant to the business. Again the balancing act for in-house counsel must be to remain independent and know where to say an absolute “no” while doing his best to find a workable solution for the business.

What in-house ethical considerations are particularly nettlesome? Can you provide our readers with some examples and satisfactory resolution of such issues?
I do not as a rule consider any ethical consideration to be nettlesome. The General Counsel as the custodian of the Company’s Code of Conduct is the organization’s conscience. I have the privilege of working for an ethical organization so have generally not found any issues at that end.  I would however watch out for the popular in-house counsel who pleases everyone since that may in some cases mean a compromise on the company’s integrity. One must constantly remind oneself that ultimately everyone in the company works for the shareholders and one’s first duty is to protect the company from risk.

In the post Sarbannes-Oxley world, boards of the companies have been reinvigorated and realigned with the companies’ ultimate constituents – the shareholders. This development has also taken root in Pakistan. Consequently, what is the enlarged role of CLOs in balancing between the board (and its committees), the executives, and ultimately the shareholders? How do you walk this tight-rope?
Again there are varying views on the role of General Counsel and the relationship with the Board. In Pakistan, a General Counsel does not generally enjoy a seat on the Board of Directors unless if it is in the capacity of a Company Secretary. The role of the Company Secretary also varies depending on the culture of the Company- from that of a scribe to that of a trusted advisor. What I find as essential for being an effective General Counsel and Company Secretary is to be completely in sync with the Company’s vision and to ensure that the culture of compliance goes beyond the boardroom.

What specific compliance policies have you initiated that fulfill the Pakistani legal environment whilst maintaining international obligations of the Akzo Nobel group?
ICI Pakistan has a comprehensive anti-bribery policy and a competition law compliance policy. We also require our key vendors and suppliers to assure us that in doing business with our company they will comply with the law, the company’s values and business principles.  In the difficult business conditions in which we operate it is crucial that the support system is in place for employees to stand by their principles.

CLOs are expected to take a lead role in outsourcing transactions to outside counsels. What is the key to establishing a successful outsourcing relationship? What in your view are the important steps and considerations in identifying, selecting and negotiating a successful relationship?
In any professional relationship, ‘respect’ is the key. You must respect the external counsel’s professionalism, be considerate in demanding his time and provide all support required as he contests the company’s case. A high level of engagement is also required with the external counsel in order for him to devote his attention to the case.

What are the important attributes, in your view, that a successful corporate legal officer must possess?
The most important attributes of a corporate legal officer are independence and competence. My advice would be to treat your company as a client but remember this client will be at the door every morning and that it is your only client so you have got to get it right!

Saira Nishtar is the General Counsel and Company Secretary of ICI Pakistan LTD.
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