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TRANSCRIPT
How the General Counsel & Procurement Are Leading the Adoption of Contract Lifecycle Management
Featuring:
&
Webinar Agenda
• Determine Intro
• Presenters
– Prashant Dubey – The Generalist Counsel Concepts
– Dan O’Connor – A Legal perspective Case Study
– Scott Heimerman – CLM Technology & Planning
• Q&A
OUR HISTORY
Combined DNA of technology innovators
• Leading provider of contract management and supply management solutions
• Focused on managing the challenges facing global business
• Providing vision, insight and control for the enterprise.
Copyright 2015, all rights reserved, Determine is a registered trademark
Our Speakers today
Setting the tone for the discussion
Increased focus on compliance and risk • Amplified reliance on strategic suppliers • Increased regulations and audits
The “customer-driven” enterprise emerges • Specialized buy and sell-side contracts • More frequent contract negotiations
Business dynamics demand consistency and visibility • Growth in mergers and acquisitions • Increase in contractual disputes
Market forces propel contract management to the forefront…
Contract Management by the numbers
CLM is moving from “Nice to Have” to
“Need to Have”.
A significant proportion of all
inquiries entering Gartner (40% to 50%) are now aimed
at an enterprise scope.
- Gartner Research
Americas region represents over half of the CLM market. US market continues to set the pace, growing at the same rate or
faster. - Forrester
The New Role of the General Counsel
Copyright 2015, all rights reserved, Determine is a registered trademark
“GCs are no longer limited to a reactive role overseeing litigation farmed out to law firms but instead are key members of the corporate decision-making team. Many find the job unmatched within the legal profession, in both demands and rewards.” - Harvard Law Bulletin, Summer 2012
CLM stakeholders: Principally lead by Legal (GC) + Procurement (CPO)
Finance
Legal Sales
IT
Procurement
Compliance & Risk
Management
Corporate Governance, Risk & Compliance
Analyze Source Purchase Invoice Order Pay Source Optimize
Enterprise
Contracting
Supplier Management
A unique market opportunity: The intersection of legal & procurement
Copyright 2015, all rights reserved, Determine is a registered trademark
Procurement has traditionally been focused on bottom line cost savings and mitigating supply risk, while Legal has sought to protect business
assets and to ensure regulatory and jurisdictional compliance. The
common intersection is Contract Management –
the one function within an enterprise where both organizations play a critical role and where, increasingly, their collaboration can have a
profound impact….. the complexity and the scale of reliance on supply relationships has elevated the
importance of contracting and created a heavy dependence on a
shared vision and collaboration between Procurement and Legal.
-International Association for Contract + Commercial Management (IACCM)
”
“
AGENDA
General Counsel Role
Key Changes to Role of GC over past 5 years
Implications for Contract Management
Implementing GC Requirements in ECM Program
Key Highlight: High data integrity/pristine contracts and metadata
Copyright© 2015 The Sumati Group Confidential - Not for Distribution
Key Changes to GC Role over past 5 years
“This is an insightful, well written book that should be of
interest to a wide audience. For policy makers and others with
an interest in the modern corporate landscape, this book provides many examples of the
changing nature of the executive suite”
Peter Bragdon, Senior Vice President of Legal and Corporate
Affairs, General Counsel and Secretary
Columbia Sportswear Company
Key Changes to GC Role over past 5 years
“The legal profession is changing dramatically and fast. And the forward
thinking general counsel and their teams have been, and will, drive this
change (they are spending the money). Prashant and Eva provide an excellent summary of the skills and experiences one will need if they want to be such a
leader/general counsel.”
Mark Roellig, Executive Vice President & General Counsel Mass Mutual Life Insurance
“A General Counsel needs to be a business person first and a
lawyer second – not a lawyer that understands the business,
but a business person that happens to be a lawyer.”
Marla Persky, Former Senior Vice President, General Counsel, and Corporate Secretary, Boehringer Ingelheim
Understanding “The Business”
“The General Counsel role is a hammer that brings you to the table—but making the most of the role, being trusted and valued, has to do with building relationships. The management team must think you can contribute to the business.”
Peter Bragdon, Senior Vice President of Legal and Corporate Affairs, General Counsel and Secretary of Columbia Sportswear Company
Build Relationships
“You have to be willing to listen and learn – not talk – and you have got to have the ability to respect the opinions of others. This is difficult for the ‘aren’t I great’ personality types [and] there are a lot of lawyers who fit that mold.”
Tom Sabatino, Senior Executive Vice President, Chief Administrative Officer And General Counsel, Hertz
Effective Communication
“I've seen in-house lawyers fall into this trap - they try to derail a bad idea by saying it is too risky from a legal standpoint, when really it isn't – it’s just a bad idea for business reasons. That can hurt your reputation. I would just say, 'I think this is a bad idea and here is why.’”
Stephen Krull, Executive Vice President, General Counsel and Corporate Secretary of Con-way, Inc.
Establish Credibility
“Once you reach the position of General Counsel, it's not just about fire
prevention and firefighting. It's being part of a team that's trying to run and
grow a business. You are now a senior executive jointly charged with creating, nurturing and projecting a sustainable
future. On my legal leadership team, we are the offensive linemen.”
Hilary Krane, Vice President and General Counsel of Nike, Inc.
Demonstrate Leadership
What does all this mean for Contract Management?
Contract Management is a business process with legal and risk dimensions
It requires an enterprise wide focus
A department with enterprise remit needs to drive funding for contract management
It can’t be about the legal terms – it’s about incremental business value
Contract Management implementations are hard – executive leadership is critical for success
A key manifestation of this focus
Ensuring a high integrity contract repository with:
All contract documents organized in parent/child hierarchy
Fully text searchable
Renamed in a common naming convention
Amendment provisions reconciled with masters
Detailed metadata extracted, fully QC’d: Obligation management
Spend management
Risk management
High Data Integrity in Contract/Contract Metadata
GOVERNING HIERARCHY
ACTIVE (MATERIAL)
AMENDMENT + OTHER
INACTIVE
MASTER METADATA
PRICING & TERMS
LIABILITY & INDEMNITY
COMPLIANCE & RISK
MANDATED (CORPORATE
INTEGRITY AGREEMENT)
COMMON NAMING CONVENTION FULL TEXT SEARCHABILITY (OCR)
IMPLICATIONS FOR CONTRACT WORKFLOW TEMPLATES DATA QUALITY MANAGEMENT
FOUNDATION
The Project
Kellogg’s Legal and Compliance team has been working with Procurement for more than two years to find a path forward to change the way Kellogg works with contracts.
What We Were Looking For: Existing vs. Future State
Contract requests directed to anyone in L&C via phone or e-mail
Finding contracts required calling a Transactions legal assistant or someone else with access to our data base
Contracts created from various templates housed on shared drives and various hard drives of L&C members
Multiple versions of an agreement could exist because of handoffs between L&C, Procurement and business partners
Approvals sought via e-mail or face to face meetings
Link from L&C home page will take user to single contract request guide; answers to certain questions will generate the appropriate form or route the request to an appropriate L&C resource
Everyone in L&C (and those outside the department granted access) can search contracts worldwide
Single set of approved templates (with regional variations) resides in the tool
Users check document in and out and system tracks changes made each time
Approvals granted in system; each level of approver can see approvals granted previously
High level direction from the GC
Enhance our sense of working
“Down the Hall”
Position the legal team to handle
expansion without increased headcount
Empower but protect
25
Driving Adoption
Welcome to TIGR
Transaction
Information
Global
Resource
Defining Goals, Achieving ROI
Getting Organized
Connecting Systems
Managing Change
Measuring Your Business
Getting Organized
• Start Preparing Early
• Document Your Current Processes
• Aggregate Your Contracts, Reports, & Templates
• Identify Key Users, Team Leaders
• Define Key Success Metrics
Connecting Systems
•Survey Your Technical Landscape
• Integration Methods
•Preparing the Teams for Implementation
•Kellogg’s as an Example • CLM, Oracle, Vendor Management
Managing Change
•Set Achievable Targets
•Phasing Your Implementation
•Co-evolution: Your Business and CLM
•Kellogg’s as an Example
Measuring Your Business
•Legal + Procurement: Many Common Goals
•Data is Objective
•Success Breeds Cooperation
•Kellogg’s as an Example
In Sum: CLM as an Integrative Force
Getting Organized
Connecting Systems
Managing Change
Measuring Your Business
Interesting in obtaining a copy of this book?
Please send an email with your mailing address, name, title and
contact information to [email protected]
The first 15 people to do so will receive a complimentary copy
of the book.
All others who respond will be sent a 30% off discount code from Oxford University Press.
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