Artur Chrzanowski is the Head of Legal of EIFFAGE Polska. Prior to joining EIFFAGE in 2016, he was a Senior Associate with Magnusson in Warsaw for one year. Earlier still, he was Head of Legal at Metro Properties, Legal Section Manager of the A1 Motorway Project at Skanska, an attorney-at-law with the Kronospan Group, and a lawyer with Kompania Piwowarska. In the process, he has served in managerial roles as a compliance officer and as a member of various company management and supervisory boards.
CEELM: How would you define the role of a General Counsel today, and how do you believe it’s been evolving over the past few years?
ARTUR: Today the GC’s role is sort of a “legal business partner” to the management board and company. I thought about this change in the role in the last few years and I perceive it as being transformed in a reactive manner to the fact that we are active players in the company and are deeply involved in daily business issues. Today, more than in the past, we are recognized as business partners rather than just as lawyers.
CEELM: What are the distinctions in your mind between the two – the “traditional” lawyer versus the “legal business partner”?
ARTUR: I’d say the distinction is twofold. First, I see us in a position of going out to other functions proactively and approaching them with conversations about either risks or opportunities for the company from our legal perspective. That is in contrast to the old-school approach of just sitting in your office and waiting for people to knock on your door to get answers.
Second, there are noticeable differences in the actual scope of the communications and opinions offered. I feel those are evolving more towards comprehensive input; not just legal topics but also taking into account the business needs and perspectives of the company.
CEELM:: What do you feel has been driving these changes?
ARTUR: I see both external and internal forces. Speaking from the perspective of the Polish market, there are at least three broad aspects that I believe are influencing this change. The first is the external element of increasingly comprehensive and complex legislation. This complexity obviously adds pressure on business people in terms of how business is conducted.
Second, again as an external factor, are the market demands on a company. I believe competition is increasing across the board and this competitive mindset is increasing the demands on the role of the General Counsel.
Third, internally speaking, I sense an increasing expectation from the business side that the GC add value from a business angle as well, and no longer just from a legal one.
CEELM: Drawing from the second factor you highlighted, how can – and how should – a GC add to the competitiveness of a company?
ARTUR: The most obvious way is comfort and ease of mind. The better GC you have and the more business-oriented he/she is, the more comfortable a company can be in identifying and leveraging creative solutions to enhance a business case. Another way a GC can add value is by gaining and then putting to good use experience gained in organizations tackling the same problems from different angles – whether it be a matter of employing best practices learned in other organizations or, even more useful, applying the perspectives of companies playing complementary roles in the same sector. For example, when looking at real estate-related questions, a GC can add true value if he/she has learned to analyze them while working with an investor, with a property manager, with a construction company, and so on, and then understanding the positioning that each type of a company takes and why.
CEELM: You mentioned internal expectations. Is that also reflected in decision-making involvement? Do you see more and more GCs included in the boards of companies?
ARTUR: I see many of my GC colleagues on boards. I would not say its common just yet, but it no longer is exceptional. Secondly, GCs are increasingly invited into various corporate bodies such as executive committees. These are not necessarily formalized in to the companies’ codes – they are not regulated or demanded by law – but they are created out of the internal needs of the company and they group the top-level managers of the companies. These bodies are not conducting the company itself of course – that’s what the board is there for – but they have a strong influence on how the company is carrying out its business and how it is growing, and they support the board in implementing its resolutions. Third, decisions are not made only on the basis of purely legal opinions produced by the legal team and then passed over to the board. Rather, GCs are deeply involved in the decision-making conversations directly.
CEELM: And in what ways are the GCs themselves evolving given this set-up?
ARTUR: The opportunity for GCs to grow with these expectations is most definitely there. I feel there is quite some room for development on the business side though – both when it comes to support for the managers but also in respect to the running of the in-house legal team. Growth of a GC is linked to that of his/her colleagues in the legal function, so we need to make sure we offer a platform for that as well.
CEELM: How do these translate in practice?
ARTUR: At first glance comprehensiveness rather than specificity – a kind of “feasibility study.” It’s about knowing, not always in detail, but in general, not only the legal answer to questions raised but also the right business answer, the best ready-to-use practical tool.
At the same time, an approach that gives the legal team more space for self-development is critical. In the past it was overly-simplified and the GC was the only one representing the legal matters of the company. Of course, you still have a ‘Head of’, but there is more and more space to have other members grow. Both from the increased complexity of internal needs but also because people seek it more than in the past. It also comes from a limited-resources perspective. Having only one interlocutor can create bottlenecks – there is simply no time for one person to answer all the questions. There is thus a natural trend to spread responsibility across the team.
All other expectations that applied in the past stand, of course. Negotiation skills are still as critical as they were in the past, for example, so these need to be considered as add-ons to the skills and approaches that a GC needs to factor into his or her evolution.
CEELM: What’s on the horizon regarding the future evolution of the GC role in your view? What things do you foresee will make your lives easier or more difficult in the future?
ARTUR: I think the factors depend greatly on the sector. For a construction company, for example, the important topic at the moment in Poland is the tension on the prices market – when it comes to workforce, materials, etc., prices are getting higher and higher and that influences the work of the GC as well. I think it depends on the stability of the sector a lot at the end of the day – if we are looking forward to continued growth on the back of stabilizing prices or not is a huge question mark that will shape our work greatly.
Beyond that, I think it is simply a matter of embracing the fact that the future will bring constant change to the role of a General Counsel as we continue to move away from purely legal advice and take on the role of business/legal advisors to our boards and managers.
This Article was originally published in Issue 6.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.