Kintetsu World Express : Interview - Samuel Eric Lee, General Counsel of Kintetsu World Express, Inc.

KWE General Counsel (GC) Samuel Eric Lee was recently interviewed by Japanese logistics business journal Daily Cargo about the importance of corporate governance. We would like to introduce the re-edited version of the article.

The KWE Group excels in field-driven business development, which has been a key factor to its growth. However, due to recent expansions and applications of extraterritorial laws and regulations in various countries, an increase in the severity of fines, and the continued demand for supply chain compliance, legal risks have become more complex, variegated, and widespread, making it increasingly difficult for individual companies to address such risks without internal expertise.

In anticipation of these and other pressing matters, KWE's Corporate Branch-based in our Japan Headquarters-has taken initiative to strengthen Group governance through the development of a management system that empowers each regional headquarter with concurrent organizational controls.

The establishment of the General Counsel role complements these efforts. To properly identify and address potential legal risks at the corporate level, the General Counsel advises, directs, and coordinates all legal affairs of the Group to support the Chief Risk Management Officer. Rather than rely on external advisors, the Group will promote management decisions and business operations from an internal perspective that emphasizes compliance and governance to build a foundation of accountability.

Mr. Samuel Eric Lee was appointed as KWE's General Counsel to reinforce legal governance of the Group, based in part on his experiences engaging with major Asian, European, and U.S. clients as Chief Legal Officer of APL Logistics (APLL).

― Please introduce your career.
After completing a graduate law degree, I worked at a law firm where I handled cases involving shipping companies and financial institutions, including Japanese companies, banks, and P&I (Protection & Indemnity) matters. After gaining experience as a private lawyer, I moved to a public service role as an attorney for the U.S. Federal Maritime Commission (US FMC). I finished my US FMC career as Counsel to then-Commissioner William Doyle. While at the US FMC, I was recruited by APL as a legal advisor. At APL, I provided legal support for global operations, commercial matters, and other complex cross-border transactions. It was a great learning experience for me. Once I completed my assignments and goals at APL, I joined a multinational law firm in Washington, D.C. where I focused on strategic international matters for corporations and handled complex regulatory and transactional issues for various companies and family offices.

My goal has always been to work in-house and to have my own team with our own client. To that end, I was able to meet key individuals of KWE's management. In my conversations with several KWE leaders and a former colleague of APL's legal team, I was impressed with KWE's brand, legacy, and lineup, and I developed a deep respect for the company. With that, I decided to join the Group to help KWE achieve its goals, and to maintain and protect shareholder value. My induction to the KWE Group came in April 2019 as the Chief Legal Officer for APLL, and from that role I became appointed as the first GC of the KWE Group in April 2021.

― What is the role of a GC? How is it different from a general legal manager or legal advisor?
A GC is foremost a qualified lawyer and specialist. They are the primary lawyer for the company and are responsible for all areas of legal work. In organizational context, the role of the GC developed within larger corporations in years prior as executives sought to manage the various entities, bureaucracies, and requirements in growth markets amidst rapidly changing legal and regulatory environments. As these companies expanded around the world, they faced increasing complexities-meaning the GC's role had to evolve to cope with the complex and changing environment; it also meant that the GC should demonstrate strong business acumen. In addition, company management teams still needed to protect their corporate and shareholder value when faced with a quickly changing landscape. The modern GC often functions as a form of corporate mediation for the Board, plays a central role in corporate governance, and performs dual roles as a business and legal advisor to the Board and Senior Management-while simultaneously managing traditional legal matters.

The difference between ordinary legal advisors (outside counsel) and General Counsel is that legal advisors work within a certain pre-defined vendor/provider-oriented framework, while GCs are accountable to the company, are familiar with their business, have internal reporting and management responsibilities, and are responsible for the entirety of a company's legal matters. Setting up a GC's team is like having an in-house law firm that understands the business and is readily available to the company's commercial and operational colleagues. They also manage litigation, policies, governance requirements, and critical operational and business requirements such as the company's licenses, contracts, and intellectual property. It's an integrated corporate function.

― This means that the GC is responsible for creating the structure and concept of the company from a legal perspective. So, what are the necessary qualities for a GC?
The first qualification is to be a lawyer, but that's not enough. As a member of the company or the group, it's important to understand the business and operations of the company and to troubleshoot. They need to be able to provide useful and accurate advice to the management team in finding solutions and making decisions. It's not truly beneficial to the company if the advice is simply, "this is a bad idea," from a neutral, outside perspective; rather, we bring a balance between solutions and knowing when to say there is no meaningful alternative. It's also important to be curious and to learn about new businesses and services.

― What are your thoughts on the importance of compliance as a company expands its business globally?
Compliance is an integral part of corporate governance that also relates to sustainability. In other words, the pursuit of sustainability entails the pursuit of good governance. It's important that management ensure strong compliance to create a path for stable growth. Losing one business case is a trivial cost compared to the damage on the brand caused by non-compliance, which is why it is critical to invest heavily in ensuring compliance. We will manage our business in a sustainable manner to maintain our long-term corporate philosophy and shareholder value.

Sustainability as a concept is gaining importance these days and has become a strategic matter-even a financial matter-for companies. For many listed companies such as ours, sustainability is no longer a novel concept; it is to be seen as part of corporate culture and business practices. Ensuring compliance is essential to sustainable praxis as continued growth requires sustainability-which in turn demands compliance.

― What are your current priorities since assuming the GC position?
It is important to understand that as our corporate and worldviews are now seen through the lens of sustainability, we should therefore act with sustainability. This means working on governance issues, diversity matters, compliance matters, and a host of other elements integral to a sustainable company. One example of our prioritized efforts is the establishment of an independent compliance hotline. Our goal is to establish a direct consultation system where employees can easily raise appropriate issues through the hotline. In order to standardize the system and ensure strong outreach to the employee base, it will be available in multiple languages. In addition, compliance training will be provided to employees to increase their understanding of the system and our compliance standards. Employee knowledge and adherence to these standards are especially important for us to develop process improvements and identify exceptions. Therefore, we must also prioritize compliance training. Through these efforts, we will create an environment that is easy for everyone to adhere to and will work for all employees of the Group. Employees are our first line of defense against compliance violations, so our training and hotline system work in tandem.

As a complement to the hotline, we also plan to introduce an analysis and reporting tool to identify company-wide trends and issues. We will use country-specific data obtained from our employees to improve our compliance efforts and responses. This data will also be used to continuously improve our compliance efforts.

― I have asked you about governance within the group. Are there any other initiatives that would benefit customers as well?
We intend to begin with the digitalization of contracts and simplification of contracts with clients. We are prioritizing a contract lifecycle management system to help our commercial and operational colleagues track key negotiations and related documents, as well as creating databases that yield data for use. As a lawyer and legal advisor, I've spent a lot of time working to automate contracts with clients, and I expect us to continue evaluating how we might add automation to client and operational engagements. We expect to incorporate corporate governance software as well, which will help us manage entity requirements around the world while simplifying the administrative tasking our colleagues manage in each region.

Click here for a PDF of the article(Japanese).