Rachel Brand, Walmart's executive vice president of global governance, chief legal officer, and corporate secretary, recently visited ACC headquarters in Washington, DC to talk with President & CEO Veta T. Richardson about adjusting to her new role at the world's largest company. Walmart is the largest company by revenue on the Fortune Global 500 list in 2019, and is the largest private sector employer in the world with 2.2 million employees globally.

Brand's illustrious legal career includes the distinction of being the first woman to serve as associate attorney general for the US Department of Justice (DOJ). In that role, she oversaw thousands of lawyers and professionals in the DOJ's civil litigation division as well as the department's research and grant-making offices, including the Office on Violence Against Women.

Brand has also held several other high-profile positions in the US federal government, including serving as associate counsel to the President at the White House and as assistant attorney general for the Office of Legal Policy in the George W. Bush administration. She was also appointed by former President Barack Obama to serve on the Privacy and Civil Liberties Oversight Board.

In addition to her current role for Walmart, Brand serves on the boards of directors for the Walmart Foundation, the International Justice Mission, and the US Chamber Litigation Center.

Brand's position at Walmart is emblematic of the broader role that general counsel are playing today in the world's largest and most influential companies. During her talk with Richardson, Brand candidly shared the opportunities and challenges of holding a dual general counsel and management role, learning the business, managing a global legal and non-legal staff, and creating a culture where everyone is involved in proactively managing risk to protect company interests.

Broader than legal: Getting arms around the CLO role at the world's largest company

Veta T. Richardson: Thank you so much for your time today. As chief legal officer of Walmart, what does your role entail?

Rachel Brand: Thanks for having me. My role at Walmart is broader than legal. My organization at Walmart is called Global Governance. This includes traditional legal functions that report in to me through our general counsel and through my role as corporate secretary, but I also oversee ethics, compliance, corporate security, aviation, investigative functions, and our Emergency Operations Center (EOC). Because our business is so diverse, we deal with a wide variety of compliance issues ranging from food safety to OSHA to environmental to trade to FCPA, among many others. I also recently added a new digital citizenship function that will provide advice across the company on issues related to privacy, use of data and data governance, use of emerging technologies, cybersecurity, and records management.

This breadth of responsibilities and the global nature of Walmart mean that I oversee a team with very different backgrounds and expertise. There are lawyers, of course, but I also oversee microbiologists involved in food safety compliance, pilots and mechanics from the aviation division, even meteorologists in our EOC. This is one of the most fascinating aspects of my job — looking strategically across the whole portfolio while also managing the unexpected from day–to–day.

Because our business is so diverse, we deal with a variety of issues ranging from food safety to OSHA to environmental to trade to FCPA, among many others.

VTR: You've been at Walmart a little over a year and a half; would you say at least half of your time was spent just getting your arms around the role?

Brand: Yes. One of the things that has been the biggest challenge — and fortunately the positions I've held in government prepared me for this — is when you come into a new job as big as this one, there is so much to learn. I mentioned the diversity of our business and the breadth of my role. We're global. We have teams of Global Governance personnel in each of our international markets, all of whom report into me. Walmart is structured so that our lawyers and our compliance professionals work collaboratively with the business, but they report centrally to me in Bentonville. From a governance perspective, I think that is best practice.

VTR: Your role also entails being corporate secretary and working with the board of directors. Will you share with us how you've been approaching that relationship, recognizing that you're still in the early stages of it?

Brand: Well, you're right to describe it as two different aspects. First, there are the technical aspects of being the corporate secretary. Fortunately, I have an excellent corporate governance team with deep technical expertise on these issues, whether they relate to Delaware law, the New York Stock Exchange rules, or Sarbanes-Oxley.

Setting the priorities: Creating a culture of candor and risk-spotting

Then there's board management. I work with my colleagues to make sure that we get the board accurate, timely information, with the right level of detail. I enjoy the opportunities to interact with our board, and I've developed a good relationship with the chair of our audit committee. I really appreciate his input.

One of my key priorities was to convey that we're all in the risk–spotting business — everyone in my organization should be looking around the corner.

VTR: I'd like to ask you a question about managing your team. How did you speak to your team about what the priorities would be?

Brand: I tried to be careful not to come in on day one and act like I knew what their priorities should be. I realized that I came into a long-standing department in a big company, so I took the time to understand the issues and the structure. One of my key priorities was to convey that we're all in the risk–spotting business — everyone in my organization should be looking around the corner. Everyone is busy with the daily work, but I challenged them to think beyond their routine and look around and see what's happening to other companies, what the regulators are saying, and how things are changing.

Another one of my goals is to create a culture of candor. Walmart's a really nice place, and there's a strong ethos of respect for the individual, which is core to Walmart's culture. It's fantastic. What I tell people is respect for the individual doesn't mean that you won't have a hard conversation with someone about their performance. Or that if you see a risk or something that needs to be addressed you won't elevate it. I don't just want to hear that everything's great. I want you to come to me and tell me what's not great, what we need to fix.

VTR: I'm sure people appreciated that.

Brand: People have; I've gotten good feedback on it.

Communicating as a business professional

VTR: You moved from government service at a very high level focusing on legal issues — and I would imagine having a lot of your conversations, lawyer to lawyer — to a business environment. Tell me about how that has caused your role to evolve and how you see yourself.

Brand: Yes, it's interesting. I think one of the learning curves I still have to climb is understanding business more generally. I've made quite a bit of progress understanding Walmart's business, but understanding business in general is a separate challenge. I aspire to being able to add value in a business conversation that doesn't involve a legal question or an issue in my global governance portfolio. I think I'm getting there slowly. It's really part of what makes the job so interesting.

VTR: Tell me about how you've evolved your communication style to talk law to a businessperson.

Brand: This is one of the parts of my background that's been very useful; I had a lot of experience talking about legal issues to non–lawyers when I was in government. As associate AG and as the head of the Office of Legal Policy at DOJ — which is a legal role but also a policy role — I really had to think about how to talk about those issues in a way the public would understand. All my roles in government involved talking with various agencies. You may be talking to the lawyers from those agencies, but just as often you are not. You're talking to policy staff, to law enforcement agents, to heads of agencies. So, I got pretty good at talking about even complicated legal issues in an accessible way. That ability continues to be useful to me in my current role.

Town halls are a way to get the whole organization together either physically or by videoconference from around the world; that's where I communicate the big picture goals such as risk spotting and having a culture of candor.

VTR: Let's talk about leading people. You have a huge organization. Tell me about your approach to get to know the people on your team. How do you communicate with them?

Brand: I'm still figuring out what works best. I'm trying a combination of all–hands meetings such as town halls, smaller roundtables with new members of the organization, and one–on–one discussions, sometimes over breakfast or lunch. Each method serves a different purpose, and I take feedback from my team regularly as to what they'd like to see, and what works for them.

Leading the business

I've learned there's no substitute for looking people in the eye and sitting across the table with them.

Brand: Town halls are a way to get the whole organization together either physically or by videoconference from around the world; that's where I communicate the big picture goals such as risk spotting and having a culture of candor. I also use these big meetings to highlight the different functions within Global Governance. I've found that people in my organization love learning about the other diverse functions within Global Governance, so we did virtual tours of the EOC and our "investigative risk operations center," and we filmed a video highlight of our aviation department.

I've also gone granular and asked my direct reports to pick 15 people from all levels of my organization. We just go around the table and ask, "What do you do?" One might be an engineer who designs fire safety systems in the stores, another might be an associate who adjudicates background checks — just the variety is amazing. And it gives people from across my broad organization the chance to learn from each other.

VTR: I think that's very smart. Shortly after I came to ACC, we did a research study on how the board of directors and other C–suite executives view the general counsel. And what they wished the in–house counsel, led by the GC, would focus more on was not being a good law department but a great law department. What we also consistently heard from the boards and from other C–suite executives is the desire for in–house counsel to focus on understanding the business strategy. And understanding how your role fits in relation to the business so that you can add value. When we did a gap analysis to learn where boards wished GCs would spend more time, the business is what they requested in-house counsel focus on. So, you didn't know that but you're filling that gap by just practicing that.

Brand: I've learned there's no substitute for looking people in the eye and sitting across the table with them. I had a goal to get to all our non–US markets in my first year. I did not quite make that, but I've been to our market headquarters in Japan, India, Mexico, Canada, South Africa, Chile, Argentina, and Costa Rica so far.

The travel was invaluable because when you go to that many places within such a short period of time, everything is fresh, and you can make comparisons. You get to know the people and get a sense of your talent, and it's just a great way to learn the company and the business.

VTR: Very interesting. I would think that since they are all part of this big global company, they're curious about their counterparts around the world.

Brand: That's right, and we look for ways to bring them together, whether in person or from their different locations around the world. Some of the challenges are the same, and you can draw from a solution or idea in one market to help with an issue in another. For example, the legal department has a GC forum, where the market GCs will come together at the same time. They learn from each other, and it's a good way for me to hear what's going on. The compliance division does the same thing, bringing in all the Chief Ethics and Compliance Officers of the markets.

The business does this as well, which provides me with a great opportunity to meet with the presidents of our international markets as a group when they're here. I also have one–on–one time with the business leaders of each market when I'm visiting. I enjoy getting to know them and hearing from them how my team is doing, what their challenges are, and how we can best support them.

The value of benchmarking

VTR: Because we're at ACC, I'll conclude by asking you, how can we provide good value and service to you as chief legal officer and to the members of your legal team?

Brand: I was glad to hear about the benchmarking service. Because there have been many, many times since I have started the job where I wanted to know what other companies do. I'm going to take advantage of that!

I really appreciate the resources. It's great to meet you.

VTR: Thank you. It's a pleasure meeting you, too, and we look forward to working with you.


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