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Governance should not be a ‘tick-the-box’ exercise

Coupled with the wider legal profession, in-house environments are continually evolving. This includes on the governance front, which one legal counsel says should be the responsibility of “the entire leadership team”.

user iconLauren Croft 30 April 2024 Corporate Counsel
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Shiara Mutukisna is the BeiGene senior director and senior legal counsel in the Asia-Pacific region.

Speaking on a recent episode of The Corporate Counsel Show, she discussed the importance of being proactive in terms of governance in organisations and evolving in-house environments.

BeiGene is a biotech company largely specialising in oncology treatments – and Mutukisna said that over the last few years, she has observed a change in-house and what is expected, both from in-house lawyers and from external firms.


“What in-house teams expect of their external counsel has actually evolved over the last several years, and I think now we as in-house teams actually expect much more from our legal panel firms. This is really about being really good at undertaking horizon scanning for your industry. For us, healthcare is a very dynamic industry. Things are always changing, the regulations are always being updated. So it’s about having their eye on what’s happening in the macro environment so that they can let you know proactively,” she explained.

“It’s also about really getting to know your organisation so that they provide impactful and bespoke solutions and not just cookie-cutter legal advisors. I’ve worked with some really good operators in firms who will say, ‘look, this change is coming up, can we come and talk to your leadership team.’ And for me, that has huge value because it’s really about investing in the long-term relationship of your business and not just being transactional.”

Because in-house teams are still “firefighting” on a near-daily basis, Mutukisna outlined how balancing being approachable and accessible with strategically managing her time day-to-day should be a priority for in-house legal leaders.

“If it’s a change to a pro forma document or simplified, which is going to add value at the back end, then I will actively make time to prioritise that. We lawyers are not very good at being pragmatic. I think we tend to be perfectionists, but I think there is huge value in being pragmatic over perfectionism. And that is not to say you don’t dot your i’s and cross your t’s, but it’s really about thinking about, what if I don’t review this CDA, what is going to be the impact of it?” she said.

“And I try to ask myself those questions and try to let non-high risk, high-value transactions go to the keeper, so to speak, so you can focus on the more strategic value-added matters, which sometimes tends to be deprioritised until you actually need it.”

And in terms of getting the governance structure right when prioritising various matters, Mutukisna said that this should be a team effort across an organisation.

“I’ve seen good governance work when the entire leadership team, but also the broad organisation, have accountability for all aspects of governance. So, it can’t be something that one person owns. I think that having governance be a tick-the-box exercise is also not new. We saw some of the failure of industry within as part of the banking royal commission, and one of the factors highlighted was the focus on form over substance,” she added.

“And I think, for me, really, it’s about making sure that the values within the organisation and the culture align with governance so that it then doesn’t become a tick-the-box exercise. And I’m also a massive fan of simplicity. So, if you can’t provide a document to someone in the business, anyone in the business, and if they can’t easily grasp it, it means you haven’t done your job.”

Having governance not be a “tick-the-box” exercise means making sure that those coming through the ranks within an organisation are responsible for more than just their own day-to-day responsibilities.

“It’s really about ensuring that everyone within the organisation, within the legal team, understands that their role is really a caretaker of the organisation. It’s not just being a lawyer who produces documents, who responds to queries about a contract, it’s so much more than that. It’s really about being a trusted advisor to the business, holding the hand of the business, bringing them along for the journey and to add value beyond your function,” Mutukisna explained.

“I’m a firm believer of not staying in my lane, so I think being in a leadership team, you’re called upon as a legal representative on that team to add value beyond your legal function. And for me, that is really the role of all of us as legal professionals. And it’s certainly something that I think is important to impart onto younger lawyers coming through the law school, because these are some of the things you don’t necessarily learn in law school that you pick up.”

Finally, Mutukisna emphasised that moving forward, in-house lawyers navigating governance in the new normal need to embrace uncertainty, as it offers opportunities to remake legal work.

“Uncertainty is the new normal. Things are always changing, and it’s about constantly evolving ourselves to meet the challenges that we see coming through the macro environment that hits our business,” she concluded.

“So, it’s really about making sure that we partner strongly with our business colleagues, that we build robust frameworks, that we constantly evaluate those frameworks because what worked yesterday may not work tomorrow.”

The transcript of this podcast episode was slightly edited for publishing purposes. To listen to the full conversation with Shiara Mutukisna, click below: