Anna Tolley – Legal and Corporate Affairs Director at AB InBev North Europe

Anna started her career at AB InBev in 2008 working and leading on the legal aspects of a wide range of key strategic UK projects, including, the Anheuser-Busch InBev combination. Anna was also involved in the reorganisation of AB InBev’s on-trade and various outsourcing operations and exclusive distribution arrangements across the region. She was appointed Legal Director of AB InBev UK in October 2011 and became Corporate Affairs & Legal Director in 2015.

Prior to joining AB InBev, Anna qualified as a lawyer in the commercial disputes resolution team at Halliwells LLP in London. Anna holds a degree (LLB with honours) from Sheffield University in International, European and Comparative Law and a distinction in the legal practice course from Nottingham Law School.

Anna is responsible for all corporate affairs, legal, compliance, crisis management and communications aspects of the company’s operations across UK and Ireland. Anna also currently sits on the MANCOM (management committee), the senior function directors board at AB InBev North Europe.

Anheuser-Busch InBev is the leading global brewer and one of the world’s top five consumer products companies. Beer, ‘the original social network’, has been bringing people together for thousands of years, and AB InBev’s brews, such as Budweiser®, Corona® , Stella Artois® and Beck’s® among many others, are the most popular worldwide.

This month Lawyer Monthly has had the privilege of gaining insight into the world of AB InBev North Europe’s Legal and Corporate Affairs Director, Anna Tolley. Over the next few pages Anna gives us an interesting perspective on what it’s like to work as an in-house counsel lawyer for such a large and outstanding brewing company.

Lawyer Monthly learns from Anna about the synergies and shared practices that are helping the company improve service and productivity, about the integration of legal and corporate affairs in meetings with senior management, and about the her own personal and professional achievements within AB InBev.

Can you tell LM a little about your role as legal counsel, and about your more recently acquired role in corporate affairs?

I started at AB InBev as a trainee lawyer on secondment in 2007 before moving into the senior legal counsel role in 2009. Working at AB InBev was an integral part of my training contract and whilst I had enjoyed private practice, I immediately felt at home at AB InBev, with the diversity of people, variety of workload, pace and challenges. AB InBev gave me the opportunity to grow and develop as a lawyer and a leader, gaining trust and having a voice in core commercial decision making. It gave me a chance very early on in my career to test my judgement, skills and mindset to drive the right behaviours. It also had values I respected – being yourself, underpinned by values like working hard, integrity, ownership and caring for our people.

In 2012 I became the Legal Director for AB InBev UK & Ireland – a role which grew to Legal and Corporate Affairs Director when I returned from maternity leave in November of last year. As you can expect, my combined role means no two days are the same. My responsibilities include taking the lead on all legal and compliance requirements, managing strategic projects on acquisitions, divestments and outsourcing, managing issues, crisis, reputation and Better World platforms (CSR) and leading on industry, political and media engagement activities with stakeholders.

The toughest part of this joint position has been staying on top of the proactive elements of the legal brief while managing external reputation and stakeholder relationships, which are integral and time critical, in an industry which has many a moment in the limelight. Finding your place at the table, with modern views and a new approach and way of thinking, is always a challenge.

This joint position also has its benefits –with both departments closely linked. It is beneficial to be in the position to track and influence policy and industry decisions that impact on legal requirements and having the ability very early on to assess the impact for AB InBev as a business, both internally and externally.

Do you work independently or as part of a team? How are your responsibilities divided?

In terms of the local market, I lead a team of five staff on corporate affairs and legal – three within legal and two within corporate affairs, managing Public Affairs and External Communications. I report into the Head of Legal and Corporate Affairs for Europe, and there are central legal functions who advise on certain zone and global matters affecting the business, such as anti-trust, intellectual property and data protection. As a legal and corporate affairs function we look for synergies, shared best practices and standardisation to improve service and productivity. We have a healthy diversity in skillsets among the team spanning, corporate, commercial, marketing, and digital, litigation and strategy. Whilst of course we structure workloads to play to peoples strengths it must also play to their interests and intrigue. I like to maintain a varied work load and spread projects out evenly and as a small team we all have to get our hands dirty, which is why it is so important that we work well together as a team, challenging priorities and capturing value.

How do you manage the challenge of keeping abreast of legal frameworks from different jurisdictions and what have been the most recent legislative amendments to affect your work?

The tracking and monitoring tools that we have through our corporate affairs agencies gives us live information on policy and likely legislative changes. Heading up both the legal and corporate affairs team in the UK facilitates the free flow of information allowing us to collectively keep on top of those legal/policy changes that could impact the UK business.

Our zone and global structure also assists in keeping us abreast of European and International legal matters that could impact the UK and Ireland more broadly. AB InBev continues to strive for consistency, simplicity and synergies. This can often be a challenge with local law application but where possible we lead legislative changes through zone and global functions, such as data protection, which is our focus this year and next. We also have strong relationships with our law firms in the UK, both on a global panel level, through Freshfields and on a local basis, through Pinsent Masons and DLA Piper – who provide regular updates.

What are the key legal pitfalls to be aware of in the brewing industry and how do keep the business aware, from all angles?

Arguably, all FMCG companies face challenges due to the size, scale and footprint of their businesses, especially to ensure they’re compliant with regulations which have extraterritorial reach (including anti-bribery legislation).

The alcohol industry is a very heavily regulated industry and the beer supply chain, from grain to glass can be very complicated. In addition we have self-regulatory codes, policies and government commitments in the way we responsibly market, promote, package and sell our products. The legal and corporate affairs function is therefore fundamental in getting the perfect, fully compliant beer safely and responsibly to our consumers.

In terms of the brewing industry specifically, our products require licenses to sell and operate and excise taxes to be paid, when sold out of bond. The higher tax rates (VAT and excise duty) on beer in the UK, and duty differentiation of beer and alcohol more widely across Europe, provides an opportunity for criminals to evade taxes. The challenge AB INBEV faces, like other brewers, is keeping our products out of fraudulent transactions, where even regulator systems or processes fail and where we simply do not have the visibility of product flow in complicated supply wholesale chains. We therefore focus on what we can legally control, focusing on customer due diligence processes, duty paid sales only to UK customers and working collaboratively with regulators and trade associations to help combat illicit trade. In terms of keeping the business aware, I’ve made it a priority at the AB InBev MANCOM meetings to discuss legal and corporate affairs. It really is at the heart of the business. It’s now an integrated part of discussions with the senior team, so it’s been a good exercise in internal communications to ensure legal issues are elevated in business considerations.

What can you tell us about the acquisition of SAB, and what this means for the company’s growth?

AB InBev’s acquisition of SABMiller is being managed at a global level and is in progress, so there is little I can say at the moment on the deal. However, what I can say is that legal and corporate affairs have been given a dedicated integration scheme, which demonstrates how highly the global business views the practice.

Since you joined in 2009, what would you say have been your personal and professional milestone achievements for the company?

The business today is very different from when I first started back in 2009 at InBev. I’ve been at the company when it acquired Anheuser-Busch, and then Grupo Modelo and learnt a lot when working on the integrations of global acquisitions.

For professional milestones, I’ve been on a rollercoaster journey and overseen a range of corporate deals. My first was the divestment of Tennent’s lager brand to C&C Group, the owners of Magners Irish Cider, in 2009. More recently, I have managed the outsourcing of core operations and oversaw the acquisition of Camden Town Brewery in December 2015, which was a highlight for me.

In terms of personal achievements, I can still remember working on my first deal at AB InBev – the divestment of Tennent’s. It was my first major piece of work at AB InBev. Working in house means you get to see a project through from start to finish, at all the different stages and phases and it becomes personal to you. Because of this it challenges you to think beyond the completion date and in some respects beyond integration. Success is only truly measured when the dust has settled and the adjustments are made to take into account the change – with the need to build new relationships and manage new contracts in an ever changing environment.

In any big scale transaction with tensions running high, (often where the lawyers have said no) there have been some low points, but they don’t last long. We have a big learning culture at AB InBev where we are encouraged to be a little more disruptive and dream big, with the lawyers being the most pragmatic of the dreamers! Even in the toughest of times, where things have gone horribly wrong, there’s always a solution and it’s often at those moments that you get the best out of people and deliver the big results.

What are your future goals with AB InBev and what further do you hope to achieve on behalf of the firm?

AB InBev is going through an interesting time at the moment, with lots of opportunities around the corner.

Obviously Brexit will be high on the agenda for the business over the next few years – looking at both the risks and the opportunities. A large part of my role will be monitoring the ongoing negotiation process and ensuring AB InBev is well positioned for any possible legislative and policy changes.

We always have proactive work streams running, with a focus next year on standardisation of on-trade (pub) contracts and investments, improving productivity through external ad-hoc temporary resource and improving knowledge and process on technology and digital platforms.