Takayuki Kitajima is the representative executive officer and general counsel of Unilever Japan Holdings experienced in European laws as well as post-merger integration. Kitajima started his career at erstwhile trading house Nissho Iwai (now Sojitz) in 1987 as an in-house counsel, later leading the company’s in-house team in London. After Nissho Iwai became Sojitz following its integration with Nichimen in 2004, he was appointed deputy head of its in-house legal department. After a stint at Johnson & Johnson (Japan) as legal director, Kitajima joined Unilever Japan as General Counsel in 2006 and was appointed representative director of Unilever Japan Holdings K.K. in 2012.
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ALB: What have been some of your highlights from your time in charge? And what are some leadership lessons you have learnt?
Kitajima: At Sojitz, I covered not only the UK’s but also other European countries’ legal matters. Through these assignments, I experienced and learned the difficulty of handling legal issues and how to interact with external law firms and lawyers in different jurisdictions. At Nissho Iwai, I learned a lot about post-merger integration of overseas legal operations and compliance framework because there were so many difficulties due to gaps in corporate culture.
At Unilever, the highlight was my involvement with corporate reorganisation through a global initiative in 2009. In addition, from experiences after the big earthquake in 2011, I realised there are so many fields legal function can support crisis management and business continuity.
ALB: How do you participate in your company’s business besides legal work?
Kitajima: As a member of its Japan leadership team, I participated in the adoption of different ways of working and support to motivate employees during the COVID-19 pandemic. Also, I’ve been supporting embedding Unilever’s global corporate culture in Unilever Japan as well as enhancing trust in and reputation of the company internally and externally. In addition, I am now responsible for data and privacy as a data protection advisor in Japan.
ALB: How would you describe your strategy for the legal team?
Kitajima: The legal team should be a part of business as its guardian and partner. Its typical and traditional legal work (to review and check contracts and simple legal consultations) should be outsourced or automated by legal tech. The legal team should focus on supporting creating the company’s business strategy and delivering innovative legal solutions for growth in a responsible manner.
ALB: What are some of the significant challenges the business has faced in the past few months, and how are you looking to tackle them?
Kitajima: Post-merger integration is one of the biggest challenges. Currently, the integration process of an acquired company is ongoing. The company did not have any legal function or team, and there are several gaps in compliance frameworks, such as privacy and information security between the two companies. So, the acquired company uses a different system than Unilever, and we need to create legal support and compliance framework from scratch. The legal team has been tackling this matter as a part of the team of the acquired company.
ALB: What kind of compliance system have you established for your company? What are the advantages of it? What parts need further improvement?
Kitajima: We have mandatory and non-negotiable principles and policies set forth globally. Among 24 policies, we have “Legal Consultation” policy which states that employees must consult any (potential) legal issue with their legal team. Meanwhile legal teams must support businesses by assisting how to apply the relevant principles and policies to business activities. The advantage of applying the principle and policies is that we can maintain the same values in various business situations and keep consistency in legal advice and services.
As for further improvement, we need to (a) set simpler and easier access to legal team and (b) utilise accumulated knowledge in contract database and real cases etc. so as to unlock the potential and further opportunities that would drive business compliance in innovative ways.
ALB: What would you do if your compliance code of conduct runs contrary to business decisions?
Kitajima: As our compliance code of conduct is mandatory and non-negotiable, business decisions should align with the code. However, if the case is not clearly breaching it and there is a so-called “vague or grey area,” such case shall be escalated to Chief Legal Officer.
ALB: How would you describe your approach to technology? How has the use of tech within your team evolved since you started at the helm, and what is your blueprint for the next year or two?
Kitajima: There always is a need to study and learn new technologies to understand for what and how we can use for the benefit of business growth. As for legal operation solutions, I am in the process to implement paperless operations in (a) approvals of contract and (b) e-signing of contracts and documents made for the external use. The percentage of e-signed contract is approximately 80 percent this year so far. In the next one to two years, we would like to accelerate paperless operations, accumulate more knowledge to help reduce workload of simple legal works such as review and draft of contracts, and use chat bot for legal consultation.
ALB: How have your legal requirements evolved in recent times? How does that change the way you use external counsel and other legal services providers?
Kitajima: Our requirements evolved recently are as follows: (a) to establish safe and effective framework to use new technologies, especially in use of generative AI without breaching the current laws and infringing third party IPs and (b) While using new technologies, employees are dealing with so many and various data in day-to-day work and we need to implement ways to collect, use, keep and dispose such data lawfully and ethically. Those situations are quite new to all industries. Thus, external law firms may be expected to support such frameworks’ creation and implementation and ensuring data handling ethics without hampering business growth.
ALB: When it comes to cooperating with external lawyers, what qualities or capabilities do you believe are the most critical to not only the work itself but also to sustainable long-term cooperation?
Kitajima: I think important things are (a) understanding of clients’ business objectives, project schedule, items that should be decided by the client, risk assessment and alternative solutions for mitigating potential risks among other things (b) proactive actions to help find opportunities for business growth by considering evolving legal environment and (c) appropriate cost (i.e legal fee) by adopting ways to reduce time spent for clients.