In-house interview: Aviva GC Kirsty Cooper

Aviva general counsel Kirsty Cooper is celebrating her 25th year at the company this June. But the small Gloucestershire-based business she joined and the listed £45bn revenue insurance giant she helps manage today are worlds apart.

Cooper joined Aviva’s very first incarnation, General Accident, back in 1991 just five years after qualifying.

“I always fancied seeing what it was like in a corporate environment,” she says. “I thought I’d try it for a couple of years and see how it went, then I just stayed.”

The company intrigued Cooper, inviting her for five interviews before offering her a coveted spot on its 20-person legal team that handled the full scope of the company’s international operations.

Initially doing run-of-the-mill insurance work, plus document drafting, policy wording, contractual work and some small M&A, Cooper’s role grew with the business. She saw it go through its first major merger in 1998 with Commercial Union, and change again two years later as it merged with Norwich Union.

Largely lending a hand from the sidelines on the first deal, by the second Cooper’s extended remit saw her get stuck into due diligence and restructuring work, watching the “enormous” nine-month regulatory approvals process with interest.

Fast-forward 16 years to today and Cooper has worked her way up the ranks to group general counsel in charge of a 320-strong global legal team which includes 120 lawyers in the UK alone. She also sits on Aviva’s executive committee and acts as its company secretary.

Just last year she took the business through its biggest turning point to date as Aviva merged with Friends Life to create an insurer with assets of £390bn and more than 16 million customers. As group legal boss, this latest merger saw Cooper lead major legal and compliance teams and manage the transaction from the top down.

Regarding the huge scope of her current work, she says: “Years ago when lawyers went in-house they wouldn’t think it was a career for life or that they’d get the challenge or quality of work they’d get in private practice. Now that’s reversed. The scope of work I get to do at Aviva is terrific. No two days are the same.”

Culture shift

On being appointed group general counsel in 2011, Cooper set about integrating the legal team into the wider business, keen to “raise its profile in order to establish a global function [that] wasn’t just a service provider,” she says.

It was a big responsibility, particularly given that the role was created for her to step into. “There was a head of legal before but the finance director wanted the general counsel position to be much closer to the American style – a part of senior management, sitting alongside the head of HR, the CFO and the COO.”

That culture shift, plus Cooper’s direct line into Aviva’s chief executive and chairman, provided her the mandate to overhaul the structure of the team, centralising it in London but dispatching lawyers to other UK and international offices.

“I’m a big believer in having legal teams integrated in the business, so as well as the group legal team, which sits in London, I have a UK life team and a team in Aviva Investors,” Cooper says. “The group team in London is actually quite small.”

She trialled both structures at first, she says: having teams in the business, and having one larger team in London.

“We found ‘in the business’ is better for two reasons,” she says. “First, the lawyers feel closer to the business, and second, we found the business feels they’re part of the wider team so include them more. People drop by their desks, include them in conversations on policy or planning. It creates a better, more productive relationship between the business and legal.”

Following a restructure of the business in 2012 that also saw the appointment of a new CEO, the legal team structure has stabilised. Now the focus is much more on regulation, costs and responding to a volatile market.

“Supporting the strategy of Aviva will be the next biggest challenge: making sure costs are at a level that’s acceptable while ensuring the quality of legal support is the best it can be,” Cooper says. “We’re very careful about managing external and internal costs.”

Aviva’s legal spend is in excess of £10m a year, but there has however been a “general downward trend” in the last few years despite a series of one-off expenses on big transactions like the Friends Life merger, Cooper says. Back in 2012, amid the restructure, Aviva’s legal spend included a whopping £35m on one-off disposals and restructuring, so it is clear why Cooper has been keen to trim costs.

Feeling the pressure of that endeavour is Aviva’s eight-firm legal panel, which underwent its last major overhaul in 2013. During that review, Aviva demanded a 15 to 25 per cent headline fee discount for firms pitching for its plc panel, which advises the insurer’s board. The result was a drastic cut in its roster of advisers to the eight-firm “core” panel that advises the company today, plus a second tier group of 15 firms advising on a more sporadic basis.

Cooper abandoned Aviva’s scheduled panel review set for this year, instead holding a “desktop review” of its roster in December and ruling the set-up fit for purpose.

“We hold ongoing discussions on fees, but we’re happy with the panel we’ve got now and don’t see any big changes happening in the foreseeable future,” she says. “It can take around three years to really embed the relationship.”

“The scope of work I get to do at Aviva is terrific. No two days are the same”

When it comes to loyalty, Cooper says Aviva “tends to follow individuals” as much as particular firms. “We used to have a longstanding relationship with Dewey & LeBoeuf in the US dating back to the 1930s. When it imploded the team we used went en masse to Wilkie Farr and we went with them.”

Now the panel is secured for another three-year term, Cooper says a potential Brexit could be the next big hurdle on the horizon for her team.

“For me the biggest challenge will be guiding our clients through it and making sure I can always face the CEO with a budget and quality of service that company is comfortable with,” she confirms.

Going in-house used to be the “soft option”, Cooper says, but now she’s doing “such interesting work and we have no problem attracting the best legal talent.” She adds: “The private practice market will need to do a lot to reverse that trend.”