Conversation with Vijaya Sampath Chief Advisor to Chairman and Group CEO Bharti Enterprises

Bar & Bench spoke to Vijaya Sampath, Advisor to the Chairman and Group CEO, Bharti Enterprises. Till June 2011, Vijaya Sampath was the Group General Counsel at Bharti. She has more than 30 year of legal experience and has worked both as a Partner in a law firm and as in-house Legal Counsel.Vijaya Sampath talks about initial years of her career, the differences between working in a law firm and as in-house counsel, her role as GGC, the evolving position of in-house-counsel, work culture at Bharti and her future plans..Bar & Bench: You have been in the legal profession for over thirty years. What made you decide to take up law? .Vijaya Sampath: Actually when I started my career, law was really a default option. We had engineers, doctors and accountants but if you didn’t get anywhere else you became a lawyer, though law was for me a clear choice. I did my basic degree in English and wanted something which would offer a good career for me and not something that I really did not enjoy doing. I thought, ‘Why not law?’ Also, the law college was very close to my house and a very convenient commute and this made a lot of difference. I did not want to keep spending all my time and energy commuting. So, that is how I joined law. Of course, when I joined it, there was no corporate law, it was all litigation oriented, and so the idea was you finish law and then you start going to courts – now we have come a long way..Bar & Bench: Tell us a little about your journey from your first job to your current role as Advisor to the Chairman & Group CEO at Bharti?.Vijaya Sampath: I have worked for almost every single type of company in India and in all the major metros. I grew up and studied in Chennai and graduated in law from Mysore; so I have been all over the country. I worked for a mid-sized Indian entrepreneur in Kolkata to start with. It was a great experience because the law department consisted of just me and another person. You got an agreement from say, a foreign collaborator the only changes you were allowed to make were grammatical errors and filling in details, that was all negotiation was at that time. I have worked with a large multinational, Alcan of Canada. I used to be a representative of Alcan on the Board of its subsidiary, Indian Aluminum for a short while. I have also worked with Indian multinationals and in a law firm and handled different roles. Basically, as my career grew, the law profession also grew. So, to use a very clichéd phrase, I was in the right place at the right time. I also managed to join the right company. Every company I joined always had a good trajectory when I was there including, in particular, Bharti. You just get lucky sometimes and I think that is what happened to my career including my stint with J. Sagar Associates, which was very different from being in-house counsel. Overall, if I look back at my career, I would say that every step was a great learning experience..Bar & Bench: You have been in-house legal counsel for large Indian groups and prior to joining Bharti you were a senior partner in law firm J. Sagar Associates. What are the differences between working at a law firm and being an in-house counsel?.Vijaya Sampath: The main difference is that in a law firm you become very focused on just legal work, which is very important. It gives you a very good grounding of drafting, negotiating, concentrating on legal issues without having the overhang of business interest. But permanently whether that would be the solution for me, not really. Ultimately law and business have to work together and that is where, if you work for a law firm and then join as in-house counsel, you have learnt the best of what it is in a law firm and you are able to put that into practice very effectively along with keeping the business interest aligned as an in-house counsel. So, I think the progression actually worked very well. I worked as in-house counsel, worked with a law firm, then went back as in-house counsel. I think the second time around, it made a difference because I did learn how law firms work..Law firms have their own trajectory and their own way of working. It is actually very interesting. The only assets that law firms have are people. So, as Narayan Murthy once said, all its assets go home everyday. In a law firm, everybody is a lawyer, so everybody is talking law all the time and it is a very energizing experience there. When you come to a company, then you realize there are a hundred different things, law is just one part of the whole. There the law was the whole thing; and here you have marketing, you have finance function, you have HR, you have legal, you have IT and you have sales. And ultimately you understand that if you do not have sales and marketing and then finance and all the other functions, legal has no role. That is relevant for every function. Every function has its role to play and they all play together, like an orchestra. So, if one part is jarring, then the others do not really gel together. So, that is the difference between the experience, between one and the other; there you focus on one thing, law all the time, here you focus on law but also keep the business interest aligned..Bar & Bench: How has the position of an in-house counsel as a whole changed from your initial experience onwards?.Vijaya Sampath: When I started my profession, the law department was not only the last room down the corridor but also the last resort for advice. Only when your colleagues were in grave trouble, did they come back to us asking for help to get them out of the problem. And they would say that since we are in trouble now, we have no choice but to go to the lawyers. Now it is not like that..Now, law departments are neither musty, dirty or ill equipped. They use technology very effectively and I think they have come to the forefront. You got a seat at the high table now. Because you are very much a part of the business, you are part of the negotiation, you are part of the decision making process. So, if you are smart and if you are really a good lawyer, what you should do is to ensure that the problems do not occur in the first instance. Some problems you cannot avoid, because unavoidable issues are always there which are called force majeure situations, which are completely out of your control. But if you are really a good lawyer, you should negotiate well. The best agreements are those that are negotiated very hard, but once you have signed the agreements, you will never have to look at them or refer to them again. You will just put them away, permanently stored as a nice beautifully bound record..So, basically the profession has seamlessly moved from being a very reactive department to being a very proactive, to prevention rather than cure. I think this is the big change that has happened..Bar & Bench: As a GGC, what was the range of expertise required from you? What was your role in the legal functions of the company? How different is your current role as Chief Advisor? .Vijaya Sampath: I had different functions as Group General Counsel and Company Secretary since we have a few large and many small and medium companies in various businesses like telecom, insurance, retail etc within the group. Oversight of the legal function of the entire group, contracts, M&A, advisory, litigation were some of the key focus areas..Besides, ethics and governance forms an important part combining the role of the General Counsel and Company Secretary to ensure that board meetings are conducted properly and effectively, drafting the agenda to ensure that the board members get the right information at the right time, ensuring compliance with all the various regulatory authorities like SEBI, RBI and the various sector regulators. Also, of course, overlying all of this is what we would call ‘risk’ because it is basically how you manage risk. Some risks you have to keep in mind and take in any business venture, but if it happens you know what to do, you need to have an action plan. The better alternatives are to terminate the risk or transfer the risk to somebody. So, risk overlies all of these. So, it is governance, negotiation, deals, transactions, advisory, litigation and compliance; it is a combination of various roles. Since lawyers are, generally highly sensitive, highly productive people, it also means management of the legal function, managing very smart lawyers. The whole world is open for lawyers today – so, hiring, retaining as well as nurturing and encouraging talent, younger talent, and training them, also becomes a critical part of your function. .My role as Advisor to the Chairman & Group CEO is a little different, because it is now shifted to more on the advisory side than on litigation, oversight of legal or governance. I work for example with FICCI and other associations on policy and the legal framework, how this impacts our group, also looking a little bit into the future to see what sort of future trends are there in law. So, it has become more advisory rather than actually sitting down and drafting and negotiating agreements. That is the change..Bar & Bench: As regards external legal functions, does Bharti outsource its legal work to law firms or individual practitioners? How do you decide on law firms and counsels?.Vijaya Sampath: Actually, in Bharti we have done a lot of outsourcing of many functions but we tend to do a lot of work ourselves in the legal department. Of course, we do outsource what is required and where we need to go and get help but in a more limited fashion because we have extremely talented young lawyers, many of whom are qualified in more than one jurisdiction. They have all worked in law firms, so they have come with a law firm background. When we recruit we always try and see we recruit somebody who has got law firm experience..How do we choose law firms? I think there are three or four criteria. One, it is important that we know the partner and the persons who are working in charge personally. Two, we need to have the best talent. Having been in the profession for a long time, you really know whom you need to ask for help. You also need to define their scope and role very clearly, otherwise you will think that they are overcharging you, they are stepping in your shoes, you are stepping in their shoes and also need to keep costs in mind, because external firms are expensive. The same is true for international as well as for Indian lawyers. When we do all our larger international transactions, we do engage international lawyers..Bar & Bench: In the event that the Indian legal sector opens up to foreign law firms, will it make a perceptible impact on your choice of external counsels?.Vijaya Sampath: Perhaps. While Indian lawyers are some of the smartest in the world, I think a lot of training and process is still not there, as well as scale. These are the three things that are missing from Indian law firms. I know law firms are not going to like me saying this but it is a fact. Let me give you an example to illustrate, when we did the Zain deal, we had to work on 17 overseas jurisdictions – with different languages and different legal systems. More than half of our documents were in French. So, we needed lawyers who would look at the documents that were in French and translate them into English and give us one report. We had one international firm that could oversee the transaction and could appoint local lawyers. If we had appointed 17 lawyers in 17 law firms, waited for their reports and tried to put it together, it would have been a nightmare. So, what we did was engaged one international law firm and we told them to give us one legal report that we can look at. So, in terms of scale, Indian firms are found lacking. This may be because we do not do have such large transactions in India, though I think over period of time this will also change..And the process orientation, the manner in which the international firms manage the documents, they retrieve the documents, the training which they have. So, these are the differences. Otherwise, Indian lawyers are very, very good. I think it requires a little bit of polishing, if you can call it that. Again, it is not across everybody; there are some lawyers who are better than many overseas lawyers. Some of them who are very good but need a little bit of training, process orientation and skill for managing large-scale transactions..Bar & Bench: In terms of quality of work, do you think Indian firms can face the competition from the international firms?.Vijaya Sampath: Of course they could. You need to move up, right? It is always better to have people who are smarter than you because then there is something to aspire to always, otherwise you get so much into a comfort zone that you think you are the best and you do not need to know anything else. So, if you always have somebody challenging you, I think you give your best then. So, I think they will definitely come up. Again, it is not that all international law firms are the best in the world. So, you have the good and the indifferent..Bar & Bench: How much of a role do you play in the non-legal corporate governance structure of the company?.Vijaya Sampath: As a Company Secretary, a lot of time is spent on governance, managing board meetings, shareholder meetings, managing regulators, compliance, ethics. I am also the Ombudsperson for the whole group besides that. So, the Ombudsperson is a very important function in this company. We have a twenty-four hour call helpline. People can call, send messages either anonymously or with their names. They can send emails. We also have an external site, which collects information through an intranet. It could be not only employees, but vendors, third party suppliers, anybody who is affected in any way, and the system really works. We investigate each complaint and sometimes we do take external help. We also have a forensic team in the company who investigates as and when required, depending on the complaint. A detailed investigation is done for every complaint, though some may be frivolous, some may be serious and some may result in nothing. Still, every complaint is documented, it is dealt with properly, a closure report is done and an action report and a recommendation is done which is acted upon by the management of the company. I think we play a pretty important role in the “non-legal” if you can call it that..Bar & Bench: How is the work culture at Bharti?.Vijaya Sampath: It is very professional, and I have worked in many professional companies. It is very challenging because we have always been on our toes doing something or the other. It is a very action-oriented company. I would also say that it is largely free of politics. We also place a lot of importance on diversity. We have many women in the senior management of the company, which is unusual in the telecom sector. It is there for other companies but not necessarily in the telecom sector. There are a fair number of women and all these women have come up not because they are women but because they are the best persons for the job. The company does have a policy of encouraging more women to come into the top management..I would say it is one of the most open companies that I know in terms of senior management. I mean, there are a lot of challenges outside. Within the company, we work extremely well as a close-knit team and I think that makes a lot of difference because we stand up for each other quite well..Bar & Bench: You were closely related with Bharti-Zain deal. Can you share your experience on your role in achieving a smooth closure?.Vijaya Sampath: I was involved very intimately with the core team, right from the beginning till we closed -reviewing the due diligence, talking to the other side, drafting the documents, negotiating the whole set of agreements with them, and after negotiation ensuring that all the conditions that were required were met. A lot of conditions were there- we needed approvals, getting all the approvals in place, talking to all the authorities and finally being there when the deal closed on June 8, 2010. It was really a big achievement. But it was because, again, we were a very close-knit group, small core group of people who could take decisions very quickly and pretty well-empowered. And because we worked very well together we were able to do the deal. We also have very good lawyers on our side helping us, we had a good international firm and Indian firm working with us and therefore we could close the deal very quickly without, I would say, any major hiccups..Bar & Bench: What are your long-term personal plans and goals?.Vijaya Sampath: Right now I am enjoying what I am doing. I like teaching, and perhaps that is something that I would like to do over time. I also think it is important and I know this is again very, very clichéd, everybody says “Oh, I want to give back to society.” But I truly think, it is not that I want to give back, I think you need to give back. I am saying this very honestly and sincerely. I have gained a lot from society. I come from a very ordinary, humble middle-class background. Education is what made the difference to what I am today. That is the big divide. Everyone talks of the digital divide, but you can cross the digital divide if you cross the education divide first because that is the basic requirement. If you cannot access and cannot read and write, what is the point of having a computer? So, I think you owe it to society, to the country and to yourself most importantly, to give something back. So, I think some amount of social responsibility has to be done, and that is not about giving money. I think it is actually going out and doing something..I have a lot of administrative skills and I hope I am able to use that very efficiently. I do not know what I will do, but I think sooner I do the better for me.