Wachovia's Mark Treanor On Corporate Citizenship

Saturday, April 1, 2006 - 01:00

The Editor interviews Mark C. Treanor, General Counsel and Head of the Legal Division, Wachovia Corporation.

Editor: Mr. Treanor, would you tell our readers something about your background and professional experience?

Treanor: I probably have a unique background for a general counsel at a major corporation. After leaving a large Maryland law firm, where I had begun to represent First Union, I started my own firm - primarily a complex litigation boutique - with about half a dozen lawyers. Over the next 18 years or so I represented First Union in complex litigation in jurisdictions across the eastern half of the U.S. They then asked me in 1998 if I would come inside to become General Counsel. First Union became Wachovia in 2001.

Editor: Having formed your own firm and served as its senior partner, joining Wachovia must have been a major transition for you. Would you share with us the factors that went into your decision to accept Wachovia's offer?

Treanor: I was intrigued by the company and by the management challenge. First Union - now Wachovia - had grown from a relatively small bank to one of the larger financial institutions in the country. I knew many of the in-house attorneys because I had worked with them, and I also knew some of the senior executives. They were an exceptional group of individuals, and I felt privileged to be asked to work with them. In addition, I was attracted by the opportunity to be engaged, not only as a lawyer addressing legal issues, but as a senior manager and leader in an industry undergoing considerable change, particularly by way of consolidation. This was a chance for me to join an extraordinary organization and experience things that few lawyers get to experience at that particular stage in their careers.

Editor: Can you give us an overview of Wachovia, its business and its geographical reach?

Treanor: Wachovia is the fourth largest financial services company in the United States. We have just under 100,000 employees and assets just over half a trillion dollars. We reach from Connecticut down through Florida and across Texas, and we are in the process of acquiring a company called WestCorp in California, which would give us a banking presence there. We also have retail brokerage or mortgage origination offices in 49 of the 50 states, and we have foreign operations in approximately 33 countries at this point in time. The organization itself operates under four general business segments. Our general bank is concerned with both consumer and commercial banking. Our corporate and investment bank addresses everything from merger and acquisition activity to overseas correspondent banking, derivatives, and the like. Our capital management group is the asset management and retail brokerage part of the business. We have the third largest retail brokerage operation in the country and a sizeable mutual fund operation as well. Finally, our wealth management group deals primarily with affluent individuals. We try to integrate all of these operations so as to reach, and effectively serve, a great variety of clients.

Editor: And the role of general counsel? Please tell us about your responsibilities.

Treanor: I am the principal legal advisor to the board of directors and the CEO. I also sit on the operating committee, which is comprised of about 15 senior executives charged with management of the entire enterprise across the entire scope of operations. I also manage the legal division. We have about 180 lawyers spread out across the country and overseas. There are, in addition to the lawyers, another 220 staff people. I am very fortunate in being surrounded by people with real substantive expertise in almost any area that we as a company are going to require. And then we have relationships with scores of outside law firms utilized for specific matters, and I have responsibility for those relationships.

Editor: Corporate governance has moved center-stage with the corporate scandals and Sarbanes-Oxley. Would you tell us about the role that general counsel plays with respect to Wachovia's governing board?

Treanor: As I say, I am counsel to our board of directors, and I work closely with the board, the CEO and the operating committee on governance matters. I am in a very fortunate position, as both general counsel and corporate secretary, in that our board and CEO believe that good corporate governance starts with the tone that is set at the top of the organization. This is something that the organization takes very seriously, and we have established structures throughout the enterprise to ensure that our governance processes are best in class. In light of the time I spend advising the board, board committees and the senior executive group on corporate governance issues, I am glad to be able to draw upon several lawyers in the department with extensive expertise in this area. Their presence testifies, I believe, to the fact that one of our six key strategic priorities is strong corporate governance.

Editor: As the company's principal legal officer, you are a member of the senior management team, but you also have an independent responsibility to the company and its governing board which the current focus on corporate governance defines pretty sharply. How do you balance these roles?

Treanor: As I say, I am very fortunate in this position. I have not experienced any conflict with respect to my role as a member of the company's senior management group and as legal adviser to the board of directors. Indeed, I have not experienced any conflict between management and the board, which, I am sure, is one of the principal reasons for our continuing success. We are all pulling in the same direction.

Editor: Even with a large staff, there are matters which you refer to outside counsel. What criteria do you use to select outside firms?

Treanor: We hire an outside firm to obtain the subject-matter expertise of the lawyers in question. We expect to receive the attentions of the firm's A Team on our referrals, and we expect prompt, efficient and responsive service as well. In these days, when every general counsel is faced with significant budgetary pressures, we expect outside counsel to work with us on fair and flexible billing. All of these factors go into the decisions we make on retaining outside firms and, in addition, we look upon these firms to act as extensions of the legal division. That is, we expect them to keep the best interests of the company in mind at all times and in all circumstances.

Editor: Wachovia's commitment to diversity is well known. This did not just happen. Can you tell us something about this initiative, its genesis and evolution over the years?

Treanor: Quite a few years ago the company focused on diversity as a combination of being the right thing to do and a business imperative. Diversity was recognized as reflective of the company's values, and at the same time the changing demographics of the marketplace required us to reflect the communities we served. I had not been at the company two days when I was required to attend a three-day diversity training session.

This commitment begins with the CEO and the senior management group and permeates the entire organization. In the legal division we have made a very concerted effort to look at recruiting through a different lens from that employed in the past. We work hard to find lawyers who bring diversity to the table along with their considerable talents, and that means seeking them out in places we might not have thought to look in the past. We have ongoing ties with organizations such as the National Bar Association, and we work with such organizations to meet our recruiting needs. We are interested in hiring the best lawyers, and we insist that all of the sources from which we draw this talent include diverse candidates from both a gender and racial standpoint.

Editor: Does diversity come into play in the selection of outside counsel?

Treanor: Yes, in two senses. One, we like to know what the firm is doing on the diversity front with respect to its own hiring. Second, we focus on how much of our outside law firm expenditure is actually going to relationships which are either with women or minorities. Among our all-company goals is a target of 10 percent of total corporate expenditures for minorities and women in business by 2007.

Editor: Wachovia may be a citizen of the world, but its identification with Charlotte goes back many years. Would you tell us something about its place in the Charlotte community and its civic and community initiatives?

Treanor: Wachovia prides itself on being a good corporate citizen in all of the communities it serves. We have been in Charlotte for a very long time and are very actively involved in the civic, charitable and educational life of the community. We encourage our employees to become engaged in this work, and we give them a certain number of hours off to this end. They work for Habitat For Humanity, for underprivileged children at some of our public schools, in the United Way campaign and for all of the agencies and institutions that are members of the United Way. We have people on just about every educational institution, performing arts, museum and charity governing board in the city - and at the state and national levels as well, for that matter. I sit on an unusual board, the Board of Visitors of the National Defense University, which is the senior level educational institution for our military and other governmental officers, and I am a member of the Advisory Committee to the Export-Import Bank of the United States. Many of our people are members of equally interesting boards. Being a good citizen includes, I think, sharing one's expertise and experience in a way that will benefit others, and this is true for both individuals and institutions.

Editor: Why are the values reflected in these initiatives important to the company? What is the message that Wachovia is attempting to convey here - to its own people and to the larger community?

Treanor: The message here is that Wachovia is itself a citizen and member of the communities in which it operates. We look upon our community involvement as both an obligation and an opportunity. And as a privilege.