Chief Legal Officers

CLO Perspectives
December 15, 2016

CLO Kirstin Gould of XL Group on Progression in Job Responsibility

kirstin_gould_Headshot

Since Kirstin Gould joined the legal department of XL Capital Ltd in Bermuda in 2000, the company has grown exponentially, primarily through a series of mergers and acquisitions. A writer of large commercial risk, XL was co-founded in the 1980s by a coalition of 68 companies seeking a new approach to complex corporate risk that had become too expensive to insure following Hurricane Andrew in 1986. XL went public in 1991 (NYSE ticker: XL) and is in the S&P 500. In the year 2000, XL Capital—now known as XL Group Ltd.—employed approximately 1,300 people worldwide; there were a handful of attorneys in the legal department. At the end of 2015, through its approximately $4 billion acquisition in May 2015 of Catlin Group Ltd., XL Group employed approximately 7,000 people, serving clients in more than 200 countries. It recorded $10.7 billion in gross written premium and total assets of approximately $60 billion. The company is now the number 1 insurance syndicate at Lloyd's of London and the number three writer of property catastrophe reinsurance worldwide.

Gould serves as executive vice president, general counsel, and secretary and is part of the leadership team of the company reporting to CEO Mike McGavick, who came on board in early 2008. During her tenure at XL Group, she has had "frequent progression in job responsibility depending on what the company was doing," she says, even including a stint overseeing marketing and communications in addition to the legal function of the company from 2008 to 2015.  

In her first year with the company, she worked on a transaction that transformed XL from one with primarily Bermuda/U.S. insurance operations, to one with a truly worldwide platform through its acquisition of Winterthur International from Credit Suisse Group. "That transaction really changed the face of XL by giving us truly global reach and our large corporate and risk management platform," she says. She became general counsel in the fall of 2007, just before the worldwide financial crisis was unleashed. XL was hit hard, with its share price dropping as low as $2.50 per share, primarily due to an involvement with reinsurance arrangements and guarantee relating to a former financial guaranty subsidiary. Even so, Gould describes navigating through the crisis, and negotiating a complex deal with the subsidiary as well as about 20 different credit default swap counterparties with substantial involvement of the insurance regulators, as her greatest professional accomplishment, noting, "At the time we were facing enormous challenges." 

In July 2016, XL Group re-domesticated its holding company from Ireland to Bermuda, a transaction that Gould cites as the most challenging of the past year. "It was very complicated, like a merger but with no counterparty and on a very tight timeline. We wanted to ensure that the process was seamless and not disruptive to the business and I think we succeeded. It was a huge accomplishment, especially coming right on the heels of the Catlin acquisition," she says. Many property and casualty (re)insurance companies are domiciled in Bermuda, so the groupwide supervisor, the Bermuda Monetary Authority, is familiar with that type of business. "They're a very well-respected regulator," Gould says. Solvency II, a European law that codified and harmonized EU insurance regulation and introduced risk-based solvency requirements across the EU, went into effect on January 1, 2016. Bermuda was granted full Solvency II equivalence—only one of two "third country" jurisdictions to receive this designation. This was a major reason for the XL Group re-domestication. 

Gould has also been re-domesticated herself, moving back to Bermuda last November after spending the last three years in Connecticut. She heads a legal organization that now numbers around 120, about 50 of whom are attorneys, who are dispersed across the world largely within a regional structure. In a highly regulated industry like insurance, attention to compliance is critical to corporate success. Gould, noting the increasing complex regulatory environment and compliance focus and burden on the industry, as well as trends in how banks have been organizing themselves in the compliance area, moved compliance out of the legal department in a reorganization announced earlier in the year; XL Group's new chief compliance officer joined the company in October.

"I'd rather be ahead of the curve than behind it, especially in terms of meeting regulatory expectations. There are not many other property and casualty companies that have done this, but I'd rather design something in a deliberate way that's good for the company, and not be forced to restructure because of regulatory expectations changing down the road—especially given our industry is being looked at by regulators who now regulate both banking and insurance," she says.

She wryly describes a typical day as "very fully scheduled," replete with meetings, conference calls, and videoconferences with colleagues. Gould holds weekly meetings with her six direct reports, who include regional general counsels who support the property casualty business as well as the heads of M&A; investments, alternative capital, and the Company's venture capital fund XL Innovate (which builds and invests in businesses that provide innovating solutions to risk); global employment; and corporate litigation. Beyond various legal topics, in her leadership role she places a big emphasis on talent management as well as diversity and inclusion initiatives. She has close working relationships with the CEO and other senior executives, and says she spends a lot of time with XL Group's chief financial officer. As a leader, she describes herself as "demanding but fair," saying that she trusts the people on her leadership team: "I want to help make them successful, and I am here to assist and support them."

Gould began her career as a summer associate at the law firm Dewey Ballantine in 1990. She had the opportunity to join the firm permanently as a member of Dewey's M&A and securities practice and eventually also started working in its new emerging markets practice that took her to Latin America and Eastern Europe over her six-year tenure, which she describes as a "tremendous experience." She worked on the first global depositary receipt offering of a Czech bank, spending several months in Prague working with a consortium of banks and recalls challenges performing "U.S.-type diligence on a former communist bank." In 1996, she joined the firm of Clifford Chance, which seconded her to London for a period in 1997 and then again in 1998-2000, where she worked on deals as diverse as "Bernie Bonds," the securitization of Bernie Ecclestone's F1 future income stream to, at the other extreme, the privatization and LSE listing of a Polish copper mine.

For other attorneys hoping to become chief legal officers, Gould advises seizing opportunities to get a similar range of diverse experiences and exposure to varied issues, practice areas, and geographies—as well as exposure to different cultures. Those experiences helped to equip her for leading the legal function at XL Group. Although she intended to stay only for a year, Gould has relished her in-house career, saying, "It is so different from private practice. I get to be fully ingrained and invested in a living, breathing company that is doing innovative things, and to see all of the pieces in a very full picture. Although it is a lot of responsibility, it is very satisfying and gratifying."

Of XL Group's legal department, Gould says, "We have built up specialized knowledge and competence so that we can be more expert than outside counsel in many areas." Gould has been transforming the way she selects and manages outside counsel for more than a dozen years, when XL Group's first e-billing system was rolled out. She selects law firms on the basis of specialization and expertise, but does have regular conversations about rates and expectations. She seeks rate reductions and all manner of alternative fee arrangements, but notes with some chagrin that "the billable hour is not dead yet.

"We can do more, we can continue to strengthen the way in which we manage outside counsel. We are hoping for more breakthroughs in alternative fee arrangements and outside legal providers. That will be a continued focus for 2017," she continues. One major item on the horizon for 2017 is understanding and accommodating the changes wrought by Brexit. "It's a slow burn in terms of when the formal Brexit negotiation process will be triggered (and there is still uncertainty on this given the recent court challenge to Brexit) as well as the complex negotiations to exit the EU, but we have been preparing for a variety of scenarios and are confident we'll be able to support the business going forward," she says. The one certainty going into 2017 seems to be the uncertainty and change in the world, and Gould says she is up for the challenges ahead in this environment.

—Jennifer J. Salopek is a freelance writer based in McLean, Virginia. She can be reached at jjsalopek@outlook.com.
 

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