View 2020: Supporting the organization

Legal leaders from Canadian Western Bank and VIA Rail discuss upcoming challenges and growth plans

View 2020: Supporting the organization

In our View 2020 feature, we explore the new initiatives that general counsel from two very different organizations are working on as they embark on a new year of challenges and ambitious goals. We discuss the different ways in which they choose to work with external counsel partners and how they lead their teams in supporting the entire organization. We also examine how they plan to deal with risk management and compliance issues in the year ahead. 

Compliance is a critical component of the operations at Canadian Western Bank and at VIA Rail Canada Inc. as both organizations focus on adhering to regulations while serving customers and continuing to grow the business.  

“If we are not complying to laws and regulations enacted by our shareholder, it can very quickly have a negative impact on our reputation,” says Jean-François Legault, chief legal and risk officer and corporate secretary at VIA Rail Canada Inc. “Also, we have to be cognizant that whenever there is an impact to our reputation, there can also be an impact to the reputation of our shareholder, the Government of Canada, so we are very much focused on compliance and managing reputational risk.” 

For Bindu Cudjoe, senior vice president, general counsel and corporate secretary at Canadian Western Bank, managing compliance is also a daily requirement. 

“It’s who we are. Our sole purpose is to manage legal regulatory compliance and criminal risk,” she says. “We are seeing more activity as the regulators get more power and have fresh mandates from the government and the public to try to bring more transparency to the processes that we have.” 

Growth is also a common theme as both organizations are embarking on new ways to provide more flexible and efficient customer service during the year ahead.  

Bindu Cudjoe 
senior vice president, general counsel and corporate secretary at Canadian Western Bank 
Location: Toronto 
Department: 43 legal, regulatory compliance and investigations staff 
Time in role: 1 year 

Canadian Western Bank is a diversified financial services organization providing specialized service in banking, trust and wealth management. Since 1984, the organization has grown from a single branch operating in Edmonton to a western-based, federally regulated financial institution with a national presence. The bank offers full-service personal banking as well as specialty business banking services for small- and medium-sized companies. 

As a disruptor bank, Canadian Western Bank is always exploring new ways to meet changing consumer desires and to take advantage of new opportunities in the sector such as open banking. In the year ahead, Cudjoe plans to look at different ways to take risks to generate returns and deliver against the expectations of shareholders during challenging economic times in Alberta.  

Having a strong interest in the intersection of tech and law, Cudjoe is also working with her team to introduce new digital services such as document automation. 

“I see a great opportunity here as our organization is small enough and nimble enough and frankly poised to make changes, she says.  

INHOUSE: What business challenges are you anticipating in 2020? 

CUDJOE: As a bank headquartered in Alberta, there are tough times out there. As we live and breathe in the challenging economic circumstances that Alberta’s facing, with the oil and gas industries trying to find new footing, there are all kinds of pressures from the fact that the pipeline hasn’t been built and the provincial government is changing. There’s an awful lot going on in Alberta, which led to the strategic direction that the bank has had over the past couple of years, which is to diversify. Surprisingly, to most folks, we are fairly geographically diversified, and in living up to the vision that we have to be the best bank for business owners in Canada, we are spread about 30-30-30 across B.C., Alberta and Ontario, so that geographic diversification is really important to support the business diversification that we have around retail, commercial and wealth. 

Additionally, the financial markets are providing challenges as well. Interest rates are really low and there is that unstable economic forecast, which is making margins difficult in banking across the board, so we feel it’s going to be part of our strength to be really clear on our vision to be the best bank for business owners in Canada, and to execute against that in accordance with a strategic direction that we’ve set. However, it is tough when all banks are competing for the same customers. When you have unstable economic conditions, it makes it hard to support clients through good times and bad, but the history of this bank is that we can and that we will. We have a deep knowledge in our industry verticals and our receptor verticals and we use that to be relatively conservative on credit so we can give good loans, but it is challenging because our customers are struggling, so we have to be flexible and we have to learn new ways of doing business in order to support them. 

Lastly, the pressures on banking as a sector are challenging but also really exciting. We have changing consumer desires that are driving different players to join the industry and we also have new payments players that can offer a lot of services and we have things such as open banking and the focus on privacy and data offerings, which to us is a huge opportunity as we are a disruptor bank. We’re looking at the opportunities that we have as an organization to partner with companies and to gain access to the data of our clients that we can then use to offer them better products and services.  

INHOUSE: In what ways does your legal department support the organization as a whole? 

CUDJOE: The department as we’ve configured it in the past number of months is comprised of legal, regulatory compliance and investigations. Together, we support and help manage legal, regulatory compliance and criminal risk across the whole organization so we can do so as one team in a very collaborative way. We do that by supporting the organization as we serve our clients on a day-to-day basis, as we participate in capital markets, as a public company, as we receive and protect and use client data and as a purchaser of goods and services. Needless to say, our department is involved in how we run the business and where we want the business to go. 

We are involved in every single strategic initiative, so as we expand our business geographically and functionally, we’re there; as we develop our products to meet emerging client and consumer needs and demands, we’re there; as we partner with third parties to deliver against strategic goals in digital and otherwise, we’re there; and as we work to understand emerging regulatory trends and changes to protect consumers and financial markets, we’re there, so it’s quite an integrated role and a lot of fun. 

INHOUSE: How do you work with the other members of your executive team? 

CUDJOE: We’re a small organization with only around 2,500 employees across the country, which means we have a relatively small executive team and a relatively small senior management team. The unique thing about being in an organization that’s small is you get to be part of it all and you can wear many hats and roll up your sleeves to get things done as you need to. We work very closely with the senior executive team and senior management team and I’m part of that. One of the things I realized when I was thinking of joining the bank is that there are only about 40 people who make most of the decisions in the bank and I’ll be one of them. It has been really incredible to be able to drive forward initiatives and not get lost in the broader organization. As we live up to the expectations of this role, we’re working very collaboratively. We are involved right from beginning: supporting, cajoling, readjusting and then delivering and executing against what we’ve set out to do, whether it’s a new product or an existing product offering. No two days are the same. 

INHOUSE: How do you plan to deal with risk management and compliance in the year ahead? 

CUDJOE: It’s who we are. Our sole purpose is to manage legal regulatory compliance and criminal risk. The value of having these teams in-house is you really understand the organization and you can apply the risk plans that the organization has to the initiatives that we choose and the way we choose to address the challenges and opportunities that we see. We are in the business of taking risks as a bank. It is part of how we generate returns and deliver against the expectations of shareholders. We’re always thinking about what risks we are taking and why we’re taking them and where there is an opportunity to take more risks or different risks. That kind of calculus is a really interesting place to be in an organization, and it’s a place where legal and compliance can really offer a lot. Compliance is table stakes in banking. It’s highly regulated. We have prudential regulators, enforcement regulators and conduct regulators. We are seeing more activity as the regulators get more power and have fresh mandates from the government and the public to try to bring more transparency to the processes that we have. We welcome the opportunity to work with our regulators but more importantly to work for our clients. We want them to understand the arrangements that we are delivering to them. Sometimes, there is a lack of understanding, so we can do better to inform and, hopefully, we’re moving toward that every day, so it is an opportunity for us. 

INHOUSE: How do you approach working with external counsel and in which areas? 

CUDJOE: External counsel are hugely important to us in banking. The interesting thing is external firms are also our clients. We hope that they bank with us and make deposits and borrow money from us and they are also service providers to us, so it’s a complicated yet rewarding relationship.   

We use law firms in a number of different realms. I most frequently deal with them as advisors on things the bank needs to do as a corporate entity. When we participate in capital markets, we involve external counsel. If we need complex or special regulatory advice, we work with them. We partner with them on bigger mandates such as engaging in M&A activity. We regularly work with lawyers across the country on lending transactions and leasing transactions. They help us deliver services that clients need and to put products in place that clients want.  The partnership makes sense, given their specialized knowledge and the timeframes we have to deal with.  

As a relatively new leader to this organization, the external counsel I’ve been able to get to know have been very helpful to me because some of them have worked with the bank for a long time, so there is some institutional memory there that can really help us. On the flip side, it’s been really terrific to share what my organization is doing with some of the firms I have worked with over time and to help to draw on their expertise to help us as we are encountering new challenges.  

INHOUSE: What goals do you have for your legal department in 2020? 

CUDJOE: Fundamentally, my goal is to make sure we are keeping up with and getting ahead of change happening across our organization. We continue to move with great pace to execute against a very ambitious strategic plan, which will have us moving into delivering services for small and medium-size enterprises in a digital platform. I strive to continue supporting that and to bring some of the new thinking in the delivery of legal services to the organization, so I have a great interest in the intersection of tech and law and had the opportunity to do some of that work in prior roles, and I see a great opportunity here as our organization is small enough and nimble enough and frankly poised to make changes. There aren’t a lot of sacred cows, so there is an opportunity to bring new pieces such as document automation. 

We have a whole series of initiatives as we set our 2020 goals. A big part of that is how we collaborate across the organization. It can be easy to work in silos and to say this is my work, but the greater satisfaction and value we can bring to the organization occurs when we lean in and participate in the planning right from the beginning. We have a lot of multi-party cross-functional initiatives that we’re going to drive in the year ahead to bring our perspectives and to have all of us coming together and working toward the same goals.  

Jean-François Legault 
Chief legal and risk officer and corporate secretary at VIA Rail Canada Inc. 
Location: Montreal 
Department: 15 legal and risk professional staff 
Time in role: 6 years 

VIA Rail is a Crown corporation mandated by the federal government to provide Canada’s national passenger rail service from coast to coast. In 2019, VIA Rail safely transported more than five million passengers while serving more than 400 communities across Canada. VIA Rail is in the midst of a transformational agenda in order to become a more relevant contributor to Canada’s sustainable development and prosperity.  

The intercity rail service has launched a number of modernization initiatives including a $989-million project to introduce a new fleet of trains in Quebec and Ontario in 2022, offering Canadians safe, easy, comfortable and sustainable travel with a reduced environmental footprint. In line with the Accessible Canada Act, this new fleet is part of VIA Rail’s plan to improve accessibility on-board as well as in stations.  

VIA Rail has proposed a High Frequency Rail project, which would offer faster and more frequent service on a dedicated passenger rail network between the north shore of Quebec and Toronto. 

As chief legal and risk officer and corporate secretary at VIA Rail, Jean-François Legault’s role encompasses a wide range of duties. He is responsible for the efficient delivery of legal services and for the implementation of the Enterprise Risk Management program. He also manages the conformity of VIA Rail’s safety and environmental management systems and the management of all insurance programs and claims. Together with his legal and risk management teams, Legault also plays a vital role in maintaining the reputation of the business. 

INHOUSE: What business challenges are you anticipating in 2020? 

LEGAULT: VIA Rail has a couple of key business challenges to continue to grow its passenger and revenue at the same pace that it has since 2014, while at the same time managing its modernization agenda that includes two key projects. The first is receiving and operating a new fleet of around 32 train sets, beginning in April 2022. We have also formed a Joint Project Office with Canada Infrastructure Bank, which was announced last June to prepare investment options for the Government of Canada’s decision regarding VIA Rail’s High Frequency Rail project to run on a dedicated passenger rail network between Quebec and Toronto. Here in Canada, our intercity passenger rail service runs mostly on third-party infrastructure owned by freight railways, so we proposed to the government, in order to improve our efficiency and ensure ridership growth, that we should build and operate our own passenger rail infrastructure between Quebec and Toronto. That’s key to providing Canadians with a sustainable mode of transport and to the future of intercity passenger rail service. 

As a corporate function, we need to continue to support our day-to-day operations and, at the same time, we also have to ensure the company prepares adequately to receive its new fleet in 2022 and supports the Joint Project Office in preparing investment options for the Government of Canada’s decision on our High Frequency Rail project.  

INHOUSE: In what ways does your legal department support the organization as a whole?  

LEGAULT: As chief legal and risk officer and corporate secretary, I lead a group of 15 legal and risk professional staff. Our mission is to support VIA Rail’s operations and its transformational agenda by providing timely and solution-driven legal and risk management advice that is aligned with our strategic and annual business objectives. The risk management group aims to improve the integration of risk culture and the decision-making processes of the organization by providing risk advice that informs better business decisions. The Enterprise Risk Management group also maintains a risk register that monitors our key operational risks based on established appetites and tolerances. 

In the legal department, what we’re trying to do is embed lawyers in all our operations to maximize the value of their advice through their understanding of the VIA Rail business. For example, we have lawyers assigned to specific business units and their job is to ensure those units are well served from a legal risk perspective as we align their personal objectives with the business objectives of their internal client. That’s how we ensure that business units get quick and value-added advice from the legal department. The legal department also manages all commercial and human rights litigation claims [and] oversees the administration of the contract management system and the access information privacy and information management framework.  

INHOUSE: How do you work with other members of the executive team at VIA Rail? 

LEGAULT: We work with the executive team members through weekly and monthly meetings,  which allows me to address the status of ongoing material legal and risk management initiatives, and it also helps me make sure I can reach out for their support if necessary and discuss their views and concerns to make sure we are supporting their annual business objectives. In addition to those meetings, I have ongoing communications with colleagues in order to manage their expectations. 

INHOUSE: How do you plan to deal with risk management and compliance? 

As a federal Crown corporation, everything around compliance is obviously important at VIA Rail. If we are not complying [with] laws and regulations enacted by our shareholder, it can very quickly have a negative impact on our reputation. Also, we have to be cognizant that whenever there is an impact to our reputation there can also be an impact to the reputation of our shareholder, the Government of Canada, so we are very much focused on compliance and managing reputational risk. I strongly encourage my legal and risk management teams to provide overall business advice when they are interacting with the operations teams. It’s really important that we always think of the impact that our advice has on VIA Rail and the Government of Canada’s reputation.  

From a compliance perspective, we have to make sure that when new laws and regulations come out, we are kicking the ball early to determine which areas of our operations are impacted and launch an action plan to address them. For example, the Accessibility Canada Act aims to make Canada a barrier-free country as it relates to accessibility to different modes of transport for people with physical or cognitive disabilities, so we have quickly teamed up with our colleagues to ensure compliance of our passenger rail services, including access to our trains and stations.  

INHOUSE: How do you approach working with external counsel and in which areas? 

LEGAULT: As a federal Crown corporation, we’re dependent on budgetary appropriations from the Government of Canada to fund passenger rail services, so we are cognizant that we’re managing taxpayers’ dollars, so we strive to build business relationships that are meaningful with law firms and maximize the value they bring from a cost and expertise perspective.  

We deal with a select group of firms across the country that we use mostly for commercial litigation and human rights claims. However, the majority of legal work is done internally, and we seek additional support specifically for certain modernization projects where we feel we need external counsel to bring expertise that’s outside of the rail industry. 

INHOUSE: What goals do you have for your legal department in 2020?

LEGAULT: Our goals are to continue to support VIA Rail’s modernization strategy and initiatives, especially for its two major projects: the new fleet and the High Frequency Rail. The legal and risk department is also looking to develop a three-year strategic plan with a review of its mission, values and objectives in order to continue to provide efficient advice and remain relevant in VIA Rail’s ever-changing transformational environment. 

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