What In-House Legal Looks Like in Russia's 3rd-Largest Bank: A Q&A With Gazprombank General Counsel Elena Borisenko
7 November 2019
Elena Borisenko, general counsel of Moscow-based Gazprombank, the third-largest bank in Russia by assets, spoke to Corporate Counsel while she was in New York on Wednesday about the importance of compliance, the structure of the bank’s legal department and the International Legal Forum.
By Dan Clark
Before joining Gazprombank, the third-largest bank in Russia by assets, Elena Borisenko served as a representative to Russia’s minister of justice in the Russian Constitutional Court, where she helped craft law and helped begin an annual international legal forum in St. Petersburg.
In 2015, Borisenko became the general counsel of Moscow-based Gazprombank, where she helped to restructure the legal department and placed an emphasis on making legal a partner in business plans, rather than an adviser. She currently leads a team of roughly 300 lawyers and said she has structured the legal department as if it is a law firm within a bank.
Borisenko spoke to Corporate Counsel while she was in New York on Wednesday about the importance of compliance, the structure of the bank’s legal department and the International Legal Forum.
This conversation has been edited for length and clarity.
Corporate Counsel: What was the thinking behind starting the International Legal Forum?
Elena Borisenko: We wanted to find the best standards in the global legal profession. We wanted to create a dialogue between Russian lawyers and international lawyers. We have corporate lawyers come, members of the bar, judges, ministers of justice come to the event. We felt that we needed such an event in Russia. We wanted to have an event where lawyers of absolutely different spheres can talk and discuss different models for regulation.
Corporate Counsel: In the U.S. there has been a stereotype of an in-house attorney as someone who just says no to businesspeople. Have you had a similar experience working in-house at Gazprombank?
Elena Borisenko: When I came to Gazprombank I saw that the very strong legal department was just used for their expertise. They would get the papers for a deal and write down the risks. That was not interesting for me because I didn’t feel that is the role for the lawyers.
We have to be a part of the business team. We have to be inside the business team and provide them with our legal knowledge. I do believe that law is a part of the culture. I think that we have to provide this culture.
I reconstructed the legal department at Gazprombank. I made it like a law firm inside of a bank. I have all of the practices in the department that usual law firms have. We work as a law firm and we bill for our time and we are very active in all of the deals.
Corporate Counsel: Because the lawyers in your legal department are integrated with the business units, is that more of a reason for them to help find solutions rather than just saying “no” to business proposals?
Elena Borisenko: I always say, if you criticize; propose. I do believe that we are very much interested in the rule of law, which means you have to suggest how to do business while following the rules. I think that is one of the most important roles for in-house counsel. We want equal partners with the business.
The time when we [in-house counsel] were just support [for the business] has passed.
Corporate Counsel: Was the legal department heavily involved when the bank decided to expand on its retail banking operations?
Elena Borisenko: Yes. There’s a lot of issues when it comes to onboarding personal information and data protection. We worked very hard with our business to have the best standards and to provide the best service. I think the changes in retail pushed us to change a lot of procedures in the bank.
That was wonderful for us [the legal department] because when you try to change a procedure and you have no demand from the business it is difficult to convince them.
Corporate Counsel: Is the compliance function at Gazprombank within the legal department or is it something separate?
Elena Borisenko: Compliance is separate, but I am the head of the compliance committee. In my opinion, compliance is never enough. You always have something to improve. Compliance is about the work of the whole bank. We established the compliance committee last year just to be sure that our compliance methodology is integrated into the business divisions.
Corporate Counsel: How important is it for you to be sitting on the bank’s board of management?
Elena Borisenko: I think it is very important to be sure my voice is heard. The influence of the member of the board is bigger than counsel. You can raise questions about risk at any time.
I was a member of the board from the very beginning [of my role as general counsel]. I do not think I would have come to the bank if that was not so. It was very important to me.