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The role of general counsel is becoming ever more complex. As the interface between management and the legal function, company leaders increasingly rely on their GCs to help them navigate complex regulation, evolving trends in shareholder activism and crisis management, not least the pandemic. We spoke to two Herbert Smith Freehills (HSF) alumni, Henrietta Rowe, who was with the firm in Sydney as a corporate lawyer for nearly 10 years up until 2016, and Minchu Wang, a US-focused securities lawyer in Hong Kong between 2009 and 2014, to ask them about their approach to risk management.

As often happens, lawyers make the transition from private practice to in-house via secondments. During their time with the firm, Henrietta was seconded to the Commonwealth Bank and Minchu to Goldman Sachs, and in each case they found that the in-house role suited them well. There are many reasons why in-house roles are attractive, but a commonly expressed one is that the lawyers feel they are closer to the business. Private practice lawyers, of course, benefit from gaining a good understanding of their clients’ businesses, but that can never be the same as being in it, truly understanding the company culture, risk profiles and internal practices. That is certainly Henrietta’s and Minchu’s view.

Henrietta became group general counsel & company secretary of the listed healthcare company, Ramsay Health Care Limited, in 2019, and is responsible for the group’s legal, governance and secretariat functions. That is some responsibility, given the company is Australia’s largest operator of private hospitals and the group employs over 89,000 people globally.

Minchu joined PAG, an alternative investment firm in October 2022, as general counsel of PAG’s private equity arm. Previously, she was managing director with Blackstone and Hillhouse, as her entrée into the world of private equity. She now heads a team of four.

Both Henrietta and Minchu were drawn to the possibility of having a more executive role in the business. For Minchu, part of the appeal was working closely with Weijian Shan, the founder of PAG’s Private Equity business in 2010 – and, incidentally, the writer of some fascinating books about China - and relishing the idea of being part of PAG’s growth. Henrietta was also keen to participate in Ramsay Health Care’s global growth and, in particular, to play a leading role in the people side of the business. Henrietta says: “Being a people leader is a privilege. I am passionate about mentoring team members, and supporting them to step up into executive roles and become leaders.”

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Henrietta Rowe
Alumna of Sydney office
2007 - 2016

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Being a people leader is a privilege. I am passionate about mentoring team members, and supporting them to step up into executive roles and become leaders.

Henrietta Rowe

She is also an active member of Chief Executive Women (CEW), an influential organisation representing women leaders from the corporate, public service, academic and not-for-profit sectors, and a committed supporter of its mission - women leaders enabling women leaders.

Both, too, were drawn to the culture of the operations they joined. Ramsay Health Care is guided by its purpose of ‘People Caring for People’, which resonated with Henrietta. The importance of organisational culture, and the transformative power of evolving it (including to elevate the voices of customers and other stakeholders), was also highlighted during her time with the Commonwealth Bank which coincided with the APRA Prudential Inquiry into the bank and the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry in Australia.

Minchu was attracted by the culture of PAG, in which its people work hard – and count as a strength their strong professional relationships with clients – but are also relaxed, which all makes for an excellent working environment. “The private equity world is always demanding and fast-paced, but at PAG there is always deep respect for one another, which makes the role even more fulfilling,” she says.

Both recognise the need for their teams to deliver added value. Often, legal functions are viewed as a cost to the business – albeit a necessary one – that can make their position challenging. Adding value means more than just providing legal answers. As Minchu puts it, “I definitely don’t want my team to be just guarding the gate thinking where things may go wrong. If people ask us for our advice, we make it our business to provide an answer, even if it is not strictly speaking a legal question.”

For all that, responding to immediate challenges is part and parcel of the role, and, for Henrietta, the challenges don’t come much bigger than Covid. As a healthcare company, the pandemic put public and private healthcare providers on the front line, delivering treatment in unprecedented circumstances. Added to that, Ramsay Health Care launched a preemptive equity raising in order to ensure the company was well capitalised for the duration of the pandemic.

Judgment is key

Both Minchu and Henrietta underscore the importance of balancing legal judgment and advice with the commercial needs of the organisation. “At the heart of our advice is risk management,” Henrietta says. “We need to weigh up all manner of risks in the context of the business - not just legal and regulatory risks, but also reputational and other non-financial risks.” Minchu agrees: “The GC plays a pivotal role in helping their businesses navigate these risks.”

Both Henrietta and Minchu are motivated by wider issues than their business’s immediate legal or compliance requirements. With the increasing role that private capital is playing in economic development across many countries, Minchu is scouring the market for future opportunities that will appeal to investors. That requires extensive risk assessment to weigh up any number of factors, starting with geopolitical risks and extending right through to anticipated future regulation. “As we look to new markets, there are many interesting conversations to be had both internally and with clients. I find that fascinating as well as important for the business,” she says.

Henrietta’s wider interest is in corporate governance. That involves establishing sound systems, roles and responsibilities founded on integrity and accountability that mean not just that the company is well-managed but also that it can respond effectively during a crisis. She is extending her involvement to corporate Australia, as a Fellow of the Governance Institute of Australia and member of its Legislation Review Committee, and a member of the Australian Institute of Company Directors Law Committee.

The more the challenges, the greater the risks. Geopolitical uncertainty, climate change management, a volatile global economic environment and the threats and opportunities posed by artificial intelligence all make for macro risks – and that is before even considering fast-changing legal and regulatory regimes. All of which makes for a high-pressure working environment for both Minchu and Henrietta – which they are happy to be in.

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Minchu Wang
Alumna of Hong Kong office
2009 - 2014

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If people ask us for our advice, we make it our business to provide an answer, even if it is not strictly speaking a legal question.

Minchu Wang

Both agree that it is absolutely essential to remain calm, at all times. Henrietta recalls that this was modelled by the partners she worked with during her time at the firm, including in the context of high-pressure M&A deals. “No matter how pressured the situation, we learned to be resilient and adaptable. And, in my case, working on M&A deals, I got used to working long days and nights, which was good training for when I had children!”

Minchu agrees and adds a number of other qualities that were impressed on her from her time with the firm: demonstrate integrity; be a problem solver; and always communicate.


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