The Counsel


Corporate General Counsel, Legal and Company Secretary

interview wih Mr. Andalib Alavi

Director and General Counsel, Engro Corp.

What are your education and professional qualifications and work experience?
I have done my LLB (Hons) from the London School of Economics (University of London) and called to the Bar from Lincolns Inn. After four (4) years of external practice with Surridge & Beecheno and Justice (R) S.A Sarwana, I practiced independently for five (5) years, then left to join BCCI Head Office in Abu Dhabi in March 1991. I returned a year later and joined Engro.

You are amongst the highly respected Chief Law Officers (CLOs) in the country. There is a perception that CLOs are ‘business persons’ providing legal services to their companies. How accurate is this description?
I appreciate the first sentence and I hope it is accurate. As regards the second sentence, CLOs cannot deny that we are an integral part of a “business” and get remunerated to support that business. However if the question is suggesting that we should sacrifice legalities to support the business, then the answer is a categorical ‘No’. We can, and should, be more responsive to the needs of the business than an external counsel can ever be as we are involved in it full time and (i) for problems that have already arisen, will have a better background and knowledge to tackle the matter and (ii) more importantly, we can be more proactive in advising against potential problems that can arise in the future.

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?
You have to balance your time given the demands from various group companies/departments for legal advice and support. However, you have to keep time aside for professional development such as research and reading, maintaining contacts within the legal community and, of course, keeping abreast of the business. In my view, all of the above is expected from an effective in-house lawyer.

What in-house ethical considerations are particularly nettlesome? Can you provide our readers with some examples and satisfactory resolution of such issues?
I am glad to say that as I work for a company with very high emphasis on ethics in the conduct of its business, I really have never had any such problem.

In your career as an in-house counsel did you ever come across any conflicts of interest between your role as a member of the legal community and your position as a member of the leadership of a business?

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?
The fact that the role of the CLOs (particularly where they are also the Company Secretary as I am) has enlarged, especially over the last five (5) to ten (10) years, is beyond doubt. We are not a foreign owned company but are meeting and exceeding the requirements of the Code of Corporate Governance and international best practices is now a business consideration. Good governance and corporate practices impact the computation of a Company’s value and worth in an ever-increasing global market. As the CLO, I have to ensure we meet these requirements, and remember we are now a holding company with twelve (12) subsidiaries of which six (6) are major companies in their own right. So I have to ensure that governance matters throughout the group. I would however add that it is a lot of work but fun, and as most directors/executives are very co-operative, it is not that difficult.

In-house counsels 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?
I think it is vital for the in-house lawyer to be involved when matters are being outsourced, as they are able to ask more relevant questions and, therefore, guide the external lawyer better. I think that if you are also on top of the problem, the external lawyer will have greater respect for you and this often results in a better outcome for the company - being a post office is no good! For selecting external lawyers, I look for competence, commitment and honesty.

How important is it for in-house teams to be strong on relationships, both with its in-house lawyers, as well as with external legal providers? What are your experiences in setting out a strategy and direction for your legal team? How important is mentoring your junior team members a part of the team-building exercise?
Strong and positive relationships always help in every sphere. Mentoring and guiding junior members is not only an integral part of the job, but a pleasure.

What are the important attributes, in your view, that a successful corporate legal officer must possess?
These attributes include (i) a deep and broad knowledge of the law and the business (ii) strong interpersonal skills (iii) good relationships with the external legal community and (iv) the ability to work as part of a team.

How has the recent economic downturn affected your in-house practice? What strategies have you adopted to maximize opportunities during this downturn?
Our in-house practice has not been effected much (in fact we increased our strength by one) though we did economise on some non-essential expenditures.

The Company recently went through a major change, with the demerger of the fertilizer business and establishment of the holding company Engro Corporation Limited. What were the key learning points for you arising out of the demerger?
The process itself was relatively uneventful, except that we had to go through an extensive documentation exercise with our lenders, which took a lot of time and effort, but everybody was very supportive.

How has the demerger affected your role as General Counsel?
It has added another company! We were already providing in-house legal services to all our group companies and continue to do so, but I need to develop now a greater legal auditing role as in the context of a holding company.