Mitre 10 GC: What I learned from my time as acting CEO

by Mackenzie McCarty23 May 2014
Mitre 10 general counsel, Grant Fraser, accepted a unique opportunity early last year when then-CEO, John Hartmann, left to take on a new role at US chain True Value.

Fraser, who spent time at Bell Gully, Allen & Overy and in the Telecom in-house team before moving to Mitre 10 three years ago, was asked to stand in as acting CEO for the following eight months as the home improvement chain searched for a new leader. He says the experience offered him some valuable insights not only into how in-house counsel might better meet the CEO’s needs, but how lawyers might improve their chances of landing more operational roles.

“It definitely was quite a [learning curve],” he says. “Fortunately, because of the interaction I’d had with the Board and with John, I was aware of a lot of the key issues facing the business. We’ve been going through quite a growth phase and the business was on a strong, positive footing. That helped, coming into an organisation where there was a lot of good momentum already established.”

He says the first challenge was coming to grips with the wider ambit of the role.

“I think there’s always a temptation as someone with a legal background to be focused on the detail. But what this [experience] really demonstrated was that you can’t look to get into all of the details; you have to focus on the areas of the business that are most important,” says Fraser, who says the phrase “clarity over certainty” became a sort of personal catch-phrase.

He says his views of the general counsel role have also changed significantly as a result of his experience.

“The CEO role can be lonely at times, in that ultimately the decision can often rest with the CEO. Typically, once an issue has gotten to the CEO it’s because it’s moved up the business, so you need to be comfortable with making that call and moving on.”

That, he says, is where the linkage back to general counsel lies.

“I think there’s a real opportunity for the general counsel in being a trusted advisor to the CEO. There are certain things that the CEO will look to get counsel on from their legal advisor and with the trust and confidence that’s established, you’re really able to work closely with the CEO and I think that’s the role that’s most rewarding and works best.”

But why are in-house counsel better placed to act as a trusted advisor than, say the CFO or other members of the executive team? Fraser believes it comes down to the legal counsel’s ability to maintain an independent approach.

“I think there is an independent perspective which can be brought to issues…To be fair, I think the CFO often – and I know the CFO here at Mitre 10 – has  a very strong and close relationship with the CEO as well and he’s very commercial in the way that he looks to interact with the business,” says Fraser. “But I think the general counsel can bring that slightly more independent view to certain issues and topics which may be more difficult for other people within the business.”

However, Fraser also says his experience demonstrated that it’s possible for legal professionals to move into more operational roles, if they wish to do so. His advice for those looking to do so? Keep your eyes open.

“You need to not be afraid to take opportunities when they come along, particularly for people relatively early in their career. It could be a secondment, a short-term opportunity like what I got. It’s really valuable, I think, to step up and take up that opportunity – because, ultimately, if it doesn’t work out, then generally it’s possible to transition back into your old role. But I think, more often than not, you don’t regret it.”

Another tip from Fraser: Get used to dealing with numbers – and be ready to accept full accountability.

“With the CEO role…you really do need to get comfortable with and understand financial information and data,” he says. “That doesn’t mean you need to be an accounting expert, but it’s important to be able to really understand what drives and makes the business tick so that you can make decisions beyond the specifically legal ones.

“Also, you need to be comfortable making decisions and taking total accountability…You get the private practice roles where people tend to give advice, but the ultimate decision is up to the businesses to make. I always try and encourage people in my team to voice a view or an opinion even if it might not be your decision.”
Fraser says his experience ultimately opened his eyes to other opportunities and that he wouldn’t discount another possible foray into an operational role sometime in the future.

“I’m very much enjoying what I’m doing with Mitre 10. But you can never be sure what the future might hold and ultimately it doesn’t do you any harm to be able to stretch yourself.”