General counsel and company secretary | BritVic
Clare Thomas
General counsel and company secretary | BritVic
Team size: 13 lawyers, eight others
Major legal advisers: Linklaters, Addleshaw Goddard, Lewis Silkin, Macfarlanes, Trethowans, Arthur Cox, CMS, Keystone Law, Lefosse
What are the most important transactions and litigations that you have been involved in during the last year?
Some of the most important include: The Pepsi long-term franchise renewal and commitment to move to 100% recycled polyethylene tetraphyte (rPET) by the end of 2022; the sale of three juice factories in France (with anti-trust clearance process for the buyer); theacquisition of The Boiling Tap Company; the completion of a business capability supply chain programme; and the sale of a Norwich factory site, owned jointly with Unilever.
What were the main difficulties your company faced during the initial Covid-19 lockdown?
In terms of the company as a whole, the shut down of a significant part of our route to market (eg hospitality) in our various markets and how we supported customers through this was a major challenge, as was supporting those parts of our route to market that remained open, especially managing spikes in demand. Throughout this we worked with our suppliers to ensure continuity of supply, and with our employees to keep continuity of supply of product from our factories throughout lockdowns. Finally, protecting the wellness and engagement of the wider employee population was crucial.
We negotiated several significant new customer, hospitality and sponsorship deals – this was tricky in such a period of uncertainty particularly with hospitality and the legal team’s role was critical.
Within the team itself, we had to deal with all of the above while simultaneously onboarding two new joiners to the legal team during the first lockdown and interpreting rapidly evolving guidelines for the business.
Has working from home inspired any innovation in terms of the way the company, and your team in particular, work? Are there any standout products or tech you now use that you never did before?
Definitely. Overnight universal adoption of Microsoft Teams! We were able to quickly adopt agile, slicker ways of working allowing for faster decision-making and more cut-through.
A project led by the legal team focused on the benefits we have seen from Covid-19 ways of working was started in summer 2020. This project looked at meeting effectiveness, trust & empowerment, “one-touch” for decisions and dynamic working.
We now have more focus on the individual and our personal circumstances, on wellness, on engagement, and how you create the right work environment for everyone to flourish.
We also led the work on the provision of equipment to enable home working and the analysis of our office setup to best support dynamic working in the future.
Board and executive team meetings were also held virtually for the very first time, something I anticipate we will continue to do from time to time even when face to face meetings are permitted. A ‘closed’ Annual General Meeting was held, exploring tech options for hybrid AGMs in the future.
How do you feel the pandemic has changed the world of work for in-house counsel and the function of the general counsel?
I think it very quickly put us even more at the core of a huge number of topics. For example, we needed to engage with the vast majority of our suppliers and customers to understand the impact of what was going on, and the legal team was called on to analyse the contractual elements of this. Our ability to quickly assimilate the impact of rapidly changing circumstances and scenario-plan has stood us in good stead to help the business think about these.
Our role of “silo-buster” has become even more important. Without office interaction silos occur more easily, and because our team canvasses the whole business we’re great at sharing what we do within the team and then joining the rest of the business up where needed.
I think there has been more pressure than ever on general counsel to support the reputation management and moral compass of the business.
How has your company adapted to an unprecedented surge in orders and deliveries, and what have been the main legal implications of this?
One of the key issues was dealing with a shift of consumer demand from out of home to at home. The pressing need for the legal team to partner even more closely with the business on customer management and customer contracts and navigate complicated issues with Out Of Home outlets before, during and after each lockdown phase as these outlets closed, got ready to re-open, opened and then closed again was also something that was challenging to get right.
There were significant supply chain implications because of this, given we were set up pre-pandemic to manufacture a more normal mix of products.
The legal implications of this include dealing with supply contracts where we don’t need the goods or services due to the shift in demand, or sourcing increased supply in excess of contractual obligations because of increased demand. Stock-keeping unit simplification was an important part of trying to manage this.