“I will do what I want, when I want,” he says with a laugh. “I really enjoy art exhibits and cooking . . . . I would also like to get involved with some corporate and charity boards.”
At the end of April, Bass will retire after 40 years in the legal profession, the last 17 in-house as vice president, general counsel, and secretary of the Wawanesa Mutual Insurance Company, the Wawanesa Life Insurance Company, and Wawanesa General Insurance Company (USA), which operates in Canada, California, and Oregon.
A life bencher with the Law Society of Manitoba, he has served on all major committees of the Law Society as well as a number of working groups and committees in the insurance industry.
Bass first arrived in-house in 1996 as general counsel of the Pan American Games when it was held in Winnipeg. It was a considerable change in direction having spent 19 years in general private practice in Neepawa and Brandon, primarily in the areas of real estate, wills and estates, litigation, and corporate law.
He had been looking to move from rural Manitoba where he had been in private practice and saw the Pan Am opportunity as a great way to move forward. Little did he know he was entering a realm of law that was largely still in its infancy — the in-house bar.
“It was being at the right place at the right time,” says Bass. “It was a great opportunity. With the Pan Am Games, you’re starting from zero and have to build everything — your processes, bylaws, the corporate secretarial function. The other part is you have an absolute deadline by which everything has to be done.”
In the early 1990s, Bass recalls becoming a general counsel was looked at as a way for a corporate lawyer to ease into retirement.
“It wasn’t looked at as a position where one was going to be active or proactive,” says Bass. “I think the growth in-house has been healthy. I think corporations and society in general have been well served by more counsel being in-house so they can gain knowledge and experience in terms of how the business is carried on.”
Bass has been part of a generation of in-house pioneers who changed the view of the role corporate counsel can play in the business.
“It became a very vibrant position,” he says. “It was expected that as general counsel you would have a seat at the business table and take part in those corporate discussions that took place and to do a lot more than what a lawyer in private practice would generally do for a client.”
Following the Pan Am Games role, Bass became Wawanesa’s first in-house lawyer. During the three years he worked on the Games, the president of Wawanesa, Gregg Hanson, was one of the directors of the Games and chairman of the finance committee. Unbeknown to Bass, Hanson was watching and the experience turned into a three-year job interview of sorts. Toward the end of 1999 Hanson told Bass if he was looking for his next position to consider a job in-house with Wawanesa.
“With the way regulatory matters were changing in the insurance business, he wanted to have a general counsel in the company. He said, ‘You’re the sort of person I would like to have, so please come and talk to me before you make any decisions.’ It’s quite amazing considering the company had been around for 103 years and was tremendously successful but hadn’t had in-house counsel and had not used external counsel that much,” says Bass.
For the first eight years, Bass was a legal department of one at Wawanesa, but it soon became difficult to handle the workload. He now has a department of four lawyers and one paralegal reporting to him. The team includes an associate GC at the company’s subsidiary in California who has been in the position for the last 16 months.
“During the first year, every six weeks I spent three days with her just so that I could talk with her and get her to understand the culture of the parent company so we could have consistent decision-making in terms of the legal decisions and the advice we give. It has been a good investment and I’m already seeing the dividends in terms of the work she’s doing,” he says.
Bass has also observed a broader evolution of the role of general counsel within Wawanesa and other insurance companies. “We moved from doing traditional corporate law only and started to work in areas that have really evolved such as regulatory and compliance, and for those of us who are also the corporate secretary, there has been a huge change in corporate governance issues,” he says.
Bass adds that involvement in the areas of strategic planning and risk management has also increased.
“It’s been very satisfying from the perspective of wanting to be involved from an intricate level with the business of the corporation,” he says.
In terms of a career highlight, he says it’s been about developing a department that has been accepted by the business side and how legal has been able to assist the business.
Over the years, Bass has also watched as the ongoing dialogue around legal fees and value billing has bubbled up. He acknowledges the need to look at new models, but he isn’t convinced that what is being tried right now is the solution either.
“I think there is still a lot of trial and error. I think it’s a really good idea and I understand the principles behind it, but I think as a profession — both in-house and external — we are struggling to find ways to make that work. I think we have these projects going on where we are trying different things, but I don’t think anyone has found the magic bullet yet. I think there are gong to be continued changes in billing approaches and it will become more value-based.”
Bass argues there are a lot of intangibles that go into the practice of law and understanding the values and culture of the company and the business, and not having to continually teach external counsel what the business is about has really been beneficial for corporations.
“There’s a balance point between in-house counsel and the cost of external counsel and where the sweet point is for organizations,” he says. “One of the other benefits internal counsel can bring is a provision of ethical considerations to business decisions. I think for the most part the in-house bar is there, but we keep hearing about these corporate scandals and we ask the question of where was the board in that sort of thing? Where were the lawyers? Where were the ethical considerations at the business table? I’d like to think to the extent in-house counsel are available and involved in that sort of thing they would bring a different perspective to some of the scandalous decisions made.”
His advice to lawyers who are new to the in-house role is to keep in tune with what’s changing, get business experience, and watch what is changing in terms of methodology. He points to programs such as the Canadian Corporate Counsel Association’s Certified In-House Counsel – Canada program.
“There is no way in today’s climate that someone could become a general counsel without having that understanding of the business side,” he says. “One of my reports here in Winnipeg has gone through the CIC.C program and our associate general counsel is just completing her MBA — they need to have that sort of knowledge,” he says.