In-House Interview: Rana Günay Hoffman, Deputy Chief Legal and Compliance Officer, Koç Holding

Since you graduated in 2002 from Galatasaray University’s Faculty of Law, your career has varied from being a private practice lawyer to moving in-house. What prompted these changes and what were your motivations? Tell us about your professional background and aspirations.

First of all, I’d like to thank Turkish Law Blog very much for this opportunity.

When I graduated from GSÜ, there were very few large law firms in Istanbul that provided the opportunity to work on international transactions and see different areas of law. I therefore feel very fortunate to have worked for White & Case Istanbul for several years. Working with doyens of corporate law like Aslı Başgöz and Emre Derman, at a time when the Turkish economy was booming, was very challenging, yet the experience taught me a lot. My seniors encouraged me to study law abroad and supported me. Thanks to that, I was lucky to spend a year at Columbia University law school. That opened another whole world to me, not just professionally but also on a personal level. There were students from 42 different countries! After I came back, I continued working for White & Case for another 2 years, mainly on M&A deals and financial transactions. Then I started working at Koç Holding in 2007. At first, I worked on M&A deals but later I focused on corporate & project finance, Eurobonds, etc. While I was working on a Tupras deal in 2011, I was introduced to economic sanctions clauses. I found the subject fascinating. That was my introduction to compliance.

What inspired you to become an in-house counsel?

I knew I wanted to become an in-house counsel eventually, but frankly I don’t know if I would have made the change as quickly if not for Koç Holding and Mr. Kenan Yılmaz. But I found out that working in house suited me more. Particularly because the Koç Holding legal department functions like a law firm for all Koç Group companies,  which means there is a large variety of work, a chance to see different sectors and work on big transactions of all kinds. You keep learning new things and how to think like a business person. Yet, you are not just a consultant, you are really part of the deals. You work very closely with people who make things happen. You are part of the team. I enjoy that very much.

What personal and professional qualities have you found to be most useful in your role as Deputy Chief Legal and Compliance Officer at Koç Holding A.Ş.?

You have to work with people with very different backgrounds and understand not just the legal side of things but also the business side and how decisions are made. You have to think about the long term and what may go wrong, be risk averse but also flexible, knowing the strengths and weaknesses of your company. You cannot just think about a particular matter; you need to be aware of how your decisions will affect future transactions. When you work for a holding company, you need to see the bigger picture for the whole group. Also, “there is no solution to this problem” is almost never an acceptable answer, so you need to be creative.  Plus, your relationships are different as an in-house counsel. By that I mean that your “clients” are people with whom you share the same cafeteria every day.  You need to be ready to understand their approach and needs, and work with them accordingly.

Since March 2021, you have served as Vice Chairman of the Board for the Ethics and Reputation Society (TEİD). How do you see the future of compliance and what do you think it takes to be a successful compliance professional?

TEİD is playing an incredibly important role in changing the perception about compliance, training compliance professionals and increasing awareness in Turkey. I learn a lot from TEİD, and  TEİD’s certificate program for compliance officers contributed significantly to the training of compliance teams at Koç Group.

As to the future of compliance professionals:  We talk about digitalization, AI, etc., but at the same time, there are legal implications to all these developments; we are living in a more regulated and interconnected world.  Laws and sanctions have extraterritorial applications; today’s best practices become tomorrow’s market expectations; there is ever-growing pressure to think about stakeholders as well as shareholders. All that means companies have to do more than simply comply with local laws - and compliance will become more and more important in the future. It represents a great opportunity for law students and young lawyers who are open to interdisciplinary work.

Considering the sectors it is involved in, it is easy to say that your company is one of the companies that gives the most importance to compliance activities in Turkey. Can you tell us about a project that your company has realized in this field and in which you played a key role?

The Koç Holding legal department initiated a very comprehensive compliance project in 2018.  Together with an international consultancy, we reviewed our policies and practices, conducted surveys with thousands of employees, organized workshops, and conducted a very detailed benchmark study. We also performed a risk analysis.  Based on our findings, we have written 13 new policies, renewed our Code of Ethics, and come up with a new, risk-based compliance program.  Once the project was completed in early 2021, we changed our organization and hired or appointed compliance officers.  We also started using new technology to support the program. Our new independent ethics hotline is now available for all stakeholders in more than 50 countries in 34 languages.

You are the Deputy Chief Legal and Compliance Officer of a conglomerate that includes various sectors and companies. Can you describe your team's organizational structure, its working model, and the aspects you consider when recruiting new members?

We have a hybrid model. So we have a legal & compliance team at Koç Holding - i.e., the headquarters of the Koç Group - but we also have teams at individual group companies, with whom we work closely. Our main role at the HQ is to support the group companies’ legal and compliance functions. We also lead the legal work stream of major international transactions of Koç Holding and Koç Group.

What do you believe the legal professional's role and value should be in an organization for a successful and sustainable business?

In Turkey, an in-house lawyer’s role is evolving.  In an ideal world, an in-house lawyer’s role should not be limited to crisis management and defense. She must be part of the decision-making process and play a preventive and strategic role. This requires in-house lawyers to understand their companies’ business and operations very well and act and advise accordingly. We must effectively communicate legal risks and help management make informed decisions, knowing all the potential legal issues. This means not only answering questions that were asked but also making sure that all relevant issues are raised and addressed. This is often in contrast with the role of an external counsel. As an in-house counsel you have access to all the legal data/history of your company. For example, when you ask an external counsel whether a particular investment requires any regulatory approval, the answer will be yes or no. You, on the other hand, are the person who needs to say “but” and remind your company - for example - of that non-compete clause in another agreement that prohibits such an investment, or of that loan agreement whose covenants are similarly limiting, and so forth.

When you look back at your career, what lessons would you share with your younger self?

As a junior, you don’t always have a good understanding of why you do what you do - so ask. Try to figure out how your contribution fits into the bigger picture. For example, when you are doing due diligence, ask how your findings will be reflected in the share purchase agreement or how it will affect negotiations. Don’t get lost; ask your seniors about the broader context. Learn to read the room. Find a niche area and be the person to go to what it comes to “that” special area of law.

And, your New Year wishes?

Well, my particular interest is in economic sanctions but I surely wish for a more peaceful world where there is no need for any weapons, including invisible ones!