By Scott Robbin
Margaret Kelsey, Vice President, General Counsel & Secretary for Modine Manufacturing Company discusses the challenges of working for a global company and the changes she has seen for the general counsel throughout her career.
[Scott Robbin] As a general counsel, you have taken a unique career path, which included getting your MBA and becoming treasurer before returning to the legal department. In your opinion, how did this new direction in your career make you a more successful general counsel?
[Margaret Kelsey] Obtaining an MBA expanded my knowledge base considerably. I became much more familiar with subjects encountered on a daily basis by my internal clients and as a result increased my ability to understand business situations and provide appropriate advice. I believe firmly that obtaining an MBA would be of value to any general counsel. In my case, I took a detour out of the Legal Department and into the worlds of Treasury, Business Development and Strategic Planning before returning to the Legal Department in the role of General Counsel. I thoroughly enjoyed the opportunity to wear different hats. It gave me the opportunity to see our business – and the relationship between business people and the Legal Department – from a completely different angle. I also found it very rewarding to supervise non-legal personnel. When I returned to the Legal Department, I had a fresh perspective and a new skill set, both of which have enabled me to be a more effective legal and business advisor.
“I believe firmly that obtaining an MBA would be of value to any general counsel.”
Since 1916, Modine Manufacturing Company has been a worldwide leader in thermal management. What responsibilities as general counsel are unique to working for a global company?
It is often said that individuals in the General Counsel role must be a mile wide and an inch deep given the variety of legal matters that arise on any given day. That is especially true when one adds global responsibilities into the mix. Not only do we have to consider the implications introduced by non-U.S. laws, but we also have to recognize cultural and procedural differences among the various countries in which we do business. What is a “mere” civil violation in one country could involve criminal sanctions in another. On top of all of that are language barriers that can arise beyond the senior management level.
I do not profess to be a legal expert in each of the countries in which Modine does business. Rather, I try to be just familiar enough with the largest of the legal regimes to recognize where we need to bring in outside assistance. It is important to have local legal resources available if the need arises. We have a rather small legal department, so we do not have in-house resources in each country in which we operate. While I would love that luxury, it simply isn’t practical across the board. In some of our jurisdictions, I have found it beneficial to ensure that local business managers have close relationships with “go to” outside counsel so that they can reach out quickly if needed.
“We have also asked our leaders to wear multiple hats in order to help control costs.”
Finally, I try to be available when the business units need my assistance. Given the span of time zones involved, this means that I usually check emails throughout the waking hours. Also, as I suspect is the case for all GC’s, I have provided my mobile and home telephone numbers to our business leaders so they can reach me when needed. I think it is important to try to ensure that it isn’t always the foreign business leaders who are adjusting their schedule to accommodate U.S. time zones. This can mean telephone calls or email exchanges at odd hours. Fortunately, this is generally quite manageable.
You have been with the company since 2001 and have held your current position since 2008. How have you seen the demands of the general counsel change over your time with the company?
Since I assumed this position, the global economy has gone through significant ups and downs – mostly downs. Like many companies, Modine has made many adjustments in order to ensure the long-term success of the business. This has involved restructuring and downsizing both in the U.S. and elsewhere. We have also asked our leaders to wear multiple hats in order to help control costs. I know many general counsel who have taken on additional responsibilities during this time. In my case, in addition to my “typical” general counsel and corporate secretarial responsibilities, I have been directly responsible for business development, strategic planning and corporate communications at various times. I am also responsible for our Compliance department. While this can sometimes make the days chaotic, I have enjoyed being responsible for other aspects of Modine’s business. In addition, the uncertainties in the global economy have introduced various new legal challenges into the mix – e.g. deterioration of customer or supplier fiscal health. I have found that the Legal Department has been engaged much more frequently on non-routine legal matters over the past several years. We are certainly not lacking in daily assignments! Finally, the regulatory environment in which Modine operates has become much more complex since I became GC. This has also added to the internal workload as we work proactively to ensure we are aware of and in compliance with applicable laws across the globe.
“More of my responsibilities can lend themselves to some aspect of standardization than I thought and embracing this doesn’t make me a robot; it makes me more efficient and effective.”
The legal department has grown to include more responsibilities, such as participating in continuous improvement programs. In your opinion, how are these responsibilities positive changes to the general counsel position?
At Modine, we adhere to the Modine Operating System (MOS), which is a culture of continuous improvement that applies to all processes across the board and is grounded in clearly stated leadership principles and behaviors. It is my responsibility to mentor my direct reports in the fundamentals of MOS, and then assist them in becoming mentors themselves. Using MOS, we have improved many of the processes in the Legal Department. This involves analysis of the “current state,” creating of the “target process condition” (TPC) and then making incremental, step-by-step improvements in an effort to arrive at the TPC, reflecting after each step whether it was successful or not and why. The difference between this and other continuous improvement approaches is that MOS is a true cultural expectation, not a tool. Focusing on underlying processes and thinking of improvement in terms of a defined target state and individual steps, which are not specifically planned out in advance, is somewhat foreign to the way most westerners try to solve problems. Rather, our instinct is to outline the 20 (or more) steps we will take to fix a problem and then wonder six months later why nothing has changed. I remember well when I was introduced to the MOS principle of “standard work.” My initial reaction was that very little of my work could be “standardized.” I learned to work hard to identify those processes that could be standardized and then create appropriate “standard work” to ensure consistency and accountability. I have been amazed at the difference MOS has made in my approach to the processes in which I am involved or for which I have responsibility. These processes can vary from receiving and paying outside counsel bills to the creation and implementation of “litigation holds” to managing my email in-box (a process that still needs improvement). I have found that when we standardize even a portion of what we do in our department, we have more time for our more substantive work. I have also found that more of my responsibilities can lend themselves to some aspect of standardization than I thought and that embracing this doesn’t make me a robot; it makes me more efficient and effective.
What are your goals for Modine Manufacturing Company in 2014?
Modine has established and publicly disclosed multiple “enduring goals.” We created these goals to guide our decisions toward long-term success for us and our shareholders. We are at a point now where we are ready to complete some growth initiatives across the globe. It is my hope and expectation that the Legal Department will be a significant partner in these efforts while at the same time continuing to improve our underlying core processes to ensure that Modine stays on top of its legal responsibilities and avoids legal pitfalls.
Margaret C. Kelsey was named Vice President, General Counsel & Secretary in October 2008. She leads Modine’s legal and corporate secretarial functions, which includes overseeing a variety of legal and regulatory matters, serving as liaison to Modine’s Board of Directors and managing corporate governance matters. In addition she is responsible for managing Modine’s corporate communication function.
Ms. Kelsey joined Modine in April 2001 as Senior Counsel. She then progressed through a series of positions, including Senior Counsel & Assistant Secretary; Corporate Treasurer and Assistant Secretary; Vice President – Finance, Corporate Treasury and Business Development; Vice President, Corporate Strategy and Business Development; and Vice President, Corporate Development, General Counsel & Secretary.
Before joining Modine, Ms. Kelsey was a partner with the law firm of Quarles & Brady, LLP in Milwaukee, Wisconsin. She joined Quarles & Brady as an associate in 1989. At Quarles & Brady, she was a member of the firm’s litigation group, specializing in product liability, and represented clients across the United States.
Ms. Kelsey received a bachelor’s degree (with High Honors) in History from Mount Mary College in Milwaukee, a Juris Doctor degree (Magna Cum Laude) from Georgetown University Law Center in Washington, D.C., and a Master of Business Administration (MBA) from the University of Wisconsin – Milwaukee. She is a member of Marquette University High School Board of Directors and the FM Global Chicago Advisory Board.