About

What are the most important transactions and litigations that you have been involved in during the last two years?

In Turkey, Ferrero has grown in an inorganic way. After formal acquisitions and an integration process within the internal organisations, in the last two years legal department has taken a very active role in the strategic restructuring of the company and governance model. This was not only compliance and legal restructuring but also reshaping a local giant into a corporate norm starting from new business models. The most challenging thing during these years was making the local giant – the number one exporter in this specific sector – to continue to operate under a new corporate structure and formal legal ways without ignoring the fluctuating dynamics of their business models.

What have been the major external trends that have impacted your team’s work over the past two years (market developments, changing regulatory environment, political events etc.)?

As an in-house counsel in Ferrero, we do believe that proactive risk monitoring with our business partnership model helps us prevent risks. On the other hand Turkey’s political events affected the regulatory side also.  am afraid that whenever legal predictability and safety reduces in countries, prior business plans of corporates must be reviewed again and again. Legal department had to find solutions for any new intervention directly into business plans through legislative hummer. Under these circumstances, the role of in-house counsel as enablers was challenging, especially when legal issues are driven by political and economic dynamics

What will be the main focus for the company in the next 12 months and how do you intend to assist with this?

The company’s goal will be protecting its core business and seeking new growth areas. Our legal department started a culture of compliance and a compliance curriculum programme in order to enable everyone to be their own compliancy officer. Most of the risk is predictable if an in-house counsel takes a leadership role within the business. Nevertheless, this does not mean that only the legal department is the guardian of risk. We believe that each business partner can gain a legal acumen within daily business throughout curriculum of compliance journey. This is most effective tool to protect core of company, by using its own synergy.

What techniques do you use to provide commercially-focused and optimal business advice to your company? If so, how do you get these across to more junior lawyers in the team?

We use four DX models of Covey for better executions. Company targets are cascaded to all departments. We as a legal department prepare our widely important goals to contribute to the final goals of the company, as discussed with team members. They offer their lead measures to calculate their contribution to department task. We monitor it and score it between us. As in-house lawyers we also participate in trainings to ensure understanding of the fundamental differences between legal experts versus legal managers. Mainly we use face-to-face techniques before sharing advice in order to understand the needs of the internal client. Project kick-off meetings, monthly review meetings, operational meetings will always have a chair for legal.

Does the team use any “legal tech” products and do you find them a helpful management device?

Digitalisation is a must for time and cost management in any legal department. We use F9 for advertising approval, F8 system for artwork approvals, Zenith or Sapariba for contract flow. We have Wiki portal for contract templates and an IP application for smartphones that all employees can report IP violations through.

In what ways do you see the in-house legal role in evolving in your region over the next few years?

The in-house role has evolved from being a pure legal expert to proactive business partner. Due to globalisation and technological developments I think role of in-house counsel will not very much differ region to region anymore. On the other hand fulfilment of our role will continue to be evolve. Stakeholders will require more and more participation to decision and sharing the risk as well. This will be a challenge for generalist role of in-house counsel. In order to share risks, in-house counsel should deep dive the matter almost a specialist level with two heats as legal and as business partner. I think business risks will also evolve from pure legal risks than reputational risks. Because of that role of in-house counsel in future will never be limited in area of legal but much broader aspects with huge sensitivity from woman rights to environmental matters, from politics to economy, from governmental affairs to media.

FOCUS ON: Representation of in-house women in board rooms

There is a wealth of research conducted concerning diversity. Mostly, gender diversity and sponsorship for a women in board rooms driven by the European Union. Analysis carried out for gender diversity in different sectors as well the as legal sector. It reveals that although students enter law schools with equal opportunities, the roles of females in higher positions very low compared to males.  Specific to Turkey, same diversity dynamics and challanges can be linked to chair of boards. Comparing with 2014, the proportion of female representation in boardrooms has increased to 17.1% from 8.7%, but is still very low.

We do not have specific data concerning in-house roles in board rooms as well as women in-house lawyers within them. We all know gender diversity in boardrooms is growing necessity for companies in todays environment. We also know that there will be continues debates between legislative quotas that force countries to set some chairs for women versus voluntary targets set by companies. As we see, a developing trend for in-house counsel is sharing the business risks together with other stakeholders. Some how , a chair for in-house counsel in board rooms will be fundamental. I believe that women in-house counsel in Turkey can drive great momentum on behalf of all other women in different sectors who shares risks of business together with men.

We as Ferrero legal department started to send diversity letters to all legal firms that we work with asking about their committment to give opportunites to women in the legal sector. We also happy to monitor our company’s own goal. Its a small step but it has started!

NOMINATOR QUOTE

Oksan Ozgen Montalto has been working in Ferrero [for] a long time, and during her term of office, Ferrero had been through various legal transactions and accordingly she had to handle various legal problems.

Ferrero acquired three Oltan companies in Turkey. With the acquisition Oltan companies Ferrero Fındık Turkey has become the biggest player in the Turkish hazelnut market. Following the acquisition, The Competition Authority conducted several researches and investigations against Ferrero. Montalto successfully managed the internal affairs of the company after the acquisition and the responses that were given to the Competition Board. After the acquisition, she also maintained the follow up of the requirements under the share purchase agreement very smoothly although she was not involved in the negotiations of this agreement. Being able to handling all these matters as one in-house counsel, we believe she has demonstrated quite a huge success.

Before the acquisition of Oltan Companies, Ferrero Fındık Turkey was a party to an ICC arbitration case. She supported the outside counsels during the collection of evidence phase and in the subsequent phases of the arbitral proceedings in a very timely and efficiently manner although she was relatively new in Ferrero companies. It is always hard for outside counsels to handle an arbitration case if it is not possible to get sufficient information from the clients. In this instance, we did not have any problem in terms of collection of evidence.

As the head of legal of Ferrero Turkey, she manages the legal affairs of two different Ferrero companies. One is engaging in hazelnut trade and the other is engaging in manufacturing of Ferrero products in Turkey. The operations of these two Ferrero companies require legal experience in many different practice areas i.e. marketing and advertisement, health and safety, anti-trust, commercial and corporate, to some extent criminal law, litigation, labour and more. She has all these legal expertise and therefore constitutes an important asset for the company. Her solution focus approach gives comfort to the other directors of Ferrero companies both in Turkey and abroad.

She also gives great importance to gender equality within the Ferrero companies and always request the outside counsels she gets legal assistance to care gender equality within the their law firms.

She speaks Italian and English fluently which helps her understand the corporate culture of Ferrero very well and although she is a mother of a daughter, she travels to Luxembourg very frequently and still she maintains equilibrium between her private life and professional life very successfully.