For some, destiny is unavoidable. Just ask Rod Bordignon, whose earliest memory in private practice is working on the float of Woolworths soon after joining the firm previously known as Norton Smith & Co. “It was one of the first matters I worked on,” says Bordignon. Fast forward to today and Bordignon is now head of the corporate and commercial legal division at Woolworths, commanding a team of 11 lawyers and dealing with more than 10 preferred law firms.

Following a few years of learning the corporate law ropes at Norton Smith & Co, Bordignon followed the well-trodden path of a stint in London, landing at Herbert Smith.  Upon his return, he joined the corporate group at Blake Dawson as a senior associate - and shortly after, fate came knocking on his door: “While I was there I was approached by a consultant, who was looking to recruit for Woolworths. It was around the time Peter Horton came on as general counsel at Woolworths,” says Bordignon. “He was looking to expand the team – so I met with Peter and was very interested in what he wanted to do with the team and what he wanted to do with the culture within the Woolworths legal team.”

Bordignon assumed his current role at Woolworths in 2006 and since then has grown the legal team in his department from three to 12. “The legal team was very small, that was one of the key things that needed to be addressed,” says Bordignon. And so, after identifying areas of legal practice not being serviced and the people with the skills for those roles Bordignon began to build the team.  “I had to demonstrate to the business and the CEO (Michael Luscombe) that this was a cost effective thing to do,” he says. “We are a cost to the business - and there is a need to demonstrate that the cost is worth it.” 

These initial days at Woolworth’s were also filled with some personal development for Bordignon: “I had not had a lot of experience managing people before I started here. The large amount of people management that comes with this role was an unexpected part of the job. I try and look forward more now, try and anticipate pressure points rather than those things having to be dealt with after a problem has arisen.”

Bordignon says he is not looking to expand the corporate legal team any further, but as the size and structure is dictated by the business, that could change at any time. “The company as it is now is very different to the company I joined five years ago,” he says. “One thing the legal team can expect working at Woolworths is that there will always be something unexpected in the pipeline.”

However, this is also one of the attractions of working at a company like Woolworths, which has more than 20 retail brands across Australia and New Zealand. “Our lawyers are able to work with a variety of brands at any time,” he explains.

External preferred legal advisers
There are more than 15 law firms working across the three main legal divisions at Woolworths, and Bordignon’s department deals with approximately 12. “We are really looking for the firms to be an extension of the in-house team,” says Bordignon. Woolworths doesn’t operate on a panel basis and instead works with “preferred” law firms. When choosing which firms to use, Bordignon says he focuses on skills and costs. “We really require our external law firms to appreciate our role within the business and support us in providing targeted and efficient advice,” he says.

Costs have become a major focus for Woolworths in recent months, across all divisions. In the next five years management aims to decrease costs while increasing efficiencies under its Quantum Project. “Costs have been a focus across the entire organisation, which has caused us to have discussions with our preferred firms,” says Bordignon. As a result they have started to work on fixed-fee arrangements in areas of work which are reasonably standardised. “We might look to use fixed-fees in other areas as well now,” he adds. This is in addition to the team’s standard practice of requesting estimates on all matters that are referred to firms. “The percentage of matters that stay on target have always been pretty good. But I would say firms have been more responsive lately – they understand the pressure on us to meet our targets,” he says.

Bordignon also likes to know exactly who is working on Woolworths matters at the firms. “We don’t want too many lawyers working on matter. We like to know that the people working on our matters know us, and understand our particular pressures,” he explains. Knowing the team well also helps Bordignon to remain watchful that the lawyers working on their matters are the right lawyers, with the right price tag.

Preparing for the unpredictable
With an increasing amount of regulation, not to mention a new Competition and Consumer Act, it would seem the Australian retail industry is in for a turbulent year. “The new consumer law is definitely something we are putting a lot of focus on and have been over the past year,” says Bordignon. “Regulatory work has definitely increased in the past couple of years. The pace and scope of regulatory changes has increased and we have ramped-up our compliance function because of that,” he adds.
His aim is to continue to build on the relationship between his legal team and the business, so that they are not caught “off-guard”. “It’s about setting up systems so that the business is thinking about compliance/regulation without realising it,” he explains.

It’s been an eventful few years for Bordignon – he has grown a diverse team of legal practitioners, built relationships with a number of firms and even engaged in alternative billing arrangements but he is still striving for more.  “I would like to keep growing in my understanding and engagement with the business,” he says. “To do that you really need to understand how your client thinks; and you can’t do that without a lot of client contact and a lot of discussions.” This is something that Bordignon recognises as being a key attribute of a good in-house counsel. “You need to become the type of lawyer who really wants to get their hands dirty with the client – who really wants to engage with their clients business – rather than sitting back and just shooting off a memo,” he says.