Nicola Wakefield Evans appointed to AICD board

Leading director Nicola Wakefield Evans FAICD has been appointed to the national board of the AICD.

Nicola is a director of Lend Lease Corporation Limited, Macquarie Group Limited, Macquarie Bank Limited, Toll Holdings Limited and the BUPA Australia & New Zealand Group. She is also a member of the Australian Government Takeovers Panel and a director of UNSW Foundation Limited and Asialink, University of Melbourne.

Nicola has significant Asia-Pacific experience as a corporate finance lawyer and was a partner at King & Wood Mallesons (and its predecessor, Mallesons Stephen Jaques) for more than 20 years. She held several key management positions at King & Wood Mallesons including Managing Partner International in Hong Kong and Managing Partner, Practice, Sydney.

Christopher Niesche profiled Nicola for the July 2016 issue of Company Director magazine.

When Nicola Wakefield Evans was a girl, her mother encouraged her and her sisters to take up sailing. “My mother realised it was one of the few sports that girls could compete in with boys, which she felt was really important,” recalls Wakefield Evans, a lawyer and director at Toll Holdings, Macquarie Group, Lendlease and Bupa Australia.

Her mother – who became a senior adviser in the New South Wales (NSW) Department of Education – was either studying or working when Wakefield Evans was growing up, unusual for Sydney’s North Shore in the 1960s and 1970s. She saw that education could give her three daughters a competitive advantage and set the expectation that they would all study at university.

It was perhaps natural that Wakefield Evans, and one of her sisters, gravitated towards law as their father was a lawyer. Her parents were enthusiastic entertainers and the house was full of lawyers and artists – her father was a keen amateur painter and has kept up his interest in the 30 years since he retired from the magistrate’s bench. “I really liked the debates and arguments that their legal friends used to have,” she recalls.

And the mid-1970s was an interesting time legally. The Whitlam Government pushed through large amounts of legal reform and an increasing number of women were attending law schools. Wakefield Evans enrolled in law at the University of NSW, where her friends and contemporaries included former Sex Discrimination Commissioner Elizabeth Broderick, Macquarie Group executive Shemara Wikramanayake, and mountaineer, lawyer and company director Cheryl Bart FAICD.

She is now an advocate of better female representation on boards, but also of more diversity in general, particularly of Asian directors. “I won’t be happy until we have 50/50 gender diversity and a lot more diversity around experience and culture, which I think is equally important, particularly if you’re a company operating in Asia,” she says. She adds that women are the main purchasers in sectors such as supermarket, fashion, medical and aged care, yet they remain under-represented on those boards.

“You’ve got to have diversity of gender, experience and background. I don’t think we have enough Asian board members or people of Asian descent on Australian company boards. We’ve got a bamboo ceiling in this country which I think we’ve got to fix as urgently as we have to fix the gender issue.”

Wakefield Evans is well qualified to talk about the importance of cultural diversity, as her legal career eventually took her to Asia, where she ran the offshore offices of King & Wood Mallesons (KWM) in Hong Kong and advised the first wave of Chinese companies wanting to invest in Australia.

Before that, however, she joined Stephen Jaques Stone James – now KWM – in 1984 and started practising mergers and acquisitions law, unusual in an era when many firms put female lawyers into intellectual property. “It just sounded much more interesting,” she recalls.

The young lawyer worked on high-profile deals including the acquisition of the Bond Brewing Company by Lion Nathan and the sale of the major airports with the Federal Airports Corporation. She also witnessed the 1987 share market crash close up when she spent two years in New York as part of the firm’s two-person office and advised companies such as BHP, the National Australia Bank and the Commonwealth Bank of Australia on the legal aspects of setting up in the US.

The experience has ultimately proved valuable for her career as a non-executive director. “Working on transactions in a big law firm in the M&A section gives you resilience. It gives you a very strong financial ability because to do M&A transactions you need to understand what’s driving the transaction, how it’s being funded and what the financial impacts are,” says Wakefield Evans. “From a very early stage, I got very good insight into how boards operate – the dynamics of relationships at board level between the directors, their executive team and outside advisers.”

Hong Kong calling

Wakefield Evans’ second opportunity to work overseas came in 2007, when she moved to Hong Kong as managing partner, international at KWM. It was a big decision, as she had four school-aged sons and a husband with his own career as general counsel of a large bank. “I never thought I’d be offered the role. I thought the firm would think that it would be too difficult to send me, having children and a working husband, but it was one of the best experiences of our lives – both for me professionally but also for the family,” she says.

She advised the first wave of Chinese companies investing in Australia, particularly from 2007 after the Rudd Government was elected. She also gained an Asian perspective on Australia, which has stood her in good stead for her director career.

Australia’s relationships with Asia have progressed significantly over the past 10 or 15 years and many Australians don’t realise how extensive those relationships are, she says. Australia is one of the few countries to have successfully negotiated free trade agreements with a range of Asian countries, and government-to-government relationships tend to be strong, including those with state governments.

Wakefield Evans says these relationships are paying off, notably as Australia’s economy comes out of the post-resources slump with an increase in services exports to Asia. Agriculture also presents a huge opportunity if Australia can get it right.

However, Australia still struggles to understand that we are not a misplaced country that should really be in the middle of the Atlantic Ocean. “We are part of the Asia Pacific. Our closest neighbours are Asian and we have to understand our place in the world is in Asia. I think we’re doing that and I think the Government really understands that,” she says.

The study of second languages is a passion for Wakefield Evans and she says this is an area where Australia is falling behind and future jobseekers will suffer. “Our children’s generation will be competing for jobs globally, which we didn’t have to do. If you don’t have a second language it’s very difficult to compete in a competitive global employment market and this came home to me when I lived in Hong Kong where all of the support staff in the KWM office spoke a minimum of three languages,” she says.

Wakefield Evans says all of the companies she is a director of have major operations in Asia and it is a continual struggle to sell the Asian operations’ messages back to shareholders, analysts, and the financial press. “The best example of that is Toll. You know, the whole time I was on the board before Japan Post took us over, we were routinely criticised for our big Asian footprint and marked down by investors and criticised in the press,” she says. “There was no positive coverage of the fact that we did have this large Asian footprint and that was precisely the reason why we were targeted by Japan Post.”

Toll was taken over by Japan Post in 2015 in a $6.5 billion deal. Large companies such as Toll are constrained by how much they can grow in Australia, so have to look offshore and this can clash with short-term expectations.

She says there can be a mismatch between directors, who typically spend nine years on a board and so have a long-term focus, and the executive team, which is looking for short-term wins just to keep the company going – much like investors and the financial press, who also take a short-term view.

Wakefield Evans is also on the board of Asialink, which is Australia’s leading centre for the promotion of public understanding of the countries of Asia and of Australia’s role in the region. It provides information, training and professional networks.

At Toll, for instance, executives are given extensive training before they move overseas and after the Japan Post takeover was finalised, the company put the top three layers of its executive team through the Asialink business-ready program as part of its work on making the integration into being the subsidiary of a large Japanese company as seamless as possible.

Asian experience

It was Wakefield Evans’ Asian experience that kicked off her career as a non-executive director. In May 2011 she was asked to join the board of transport company Toll Holdings thanks to her experience in Hong Kong and because Toll had such large operations there.

It was her first experience on a listed company board and the first time a woman had been on the Toll board. Chair Ray Horsburgh’s guidance and mentoring was “invaluable”, she says. “He encouraged me to sit next to him for the first 12 months that I was on the board. He would ring me before every board meeting to tell me what the big issues were and where he would like my input. He spent a lot of time making it clear to the rest of the board – and I think to the senior executive team – that I had 100 per cent support and that was very important,” she says.

Wakefield Evans says she learned the importance of guidance from the chair for new board members and how it can make or break the relationship with the rest of the board and the executives.

When she joined the Toll board Wakefield Evans was still a partner at KWM, and the appointment kickstarted her thinking about leaving the legal sector to begin a career as a full-time director.

Prominent director David Gonski, who taught her competition law at university, is a mentor and he advised her that she would have to make her mind up fairly quickly because she wouldn’t win another major board appointment if she remained a full-time partner at KWM.

She was recruited on to the Bupa board in May 2013 but it was the offer to join the Lendlease board in September 2013 that led to her retirement from KWM. Since then, she also joined Macquarie in February 2014.

One of the biggest adjustments Wakefield Evans had to make in moving to a portfolio career was doing without the infrastructure that came with being a law partner – the IT department, a secretary and lots of people around her. “Being a non-executive director can be very lonely because you’re not an employee of the organisations that you serve. You’re on the board and you wear many hats,” says Wakefield Evans. “I have effectively seven hats because I’ve got the six boards and O’Connell Street.”

O’Connell Street is O’Connell Street Associates, a deeply private group of 25 prominent non-executive directors who share premises on the sixth level of No 2 O’Connell Street in the heart of Sydney’s CBD.

 “Having said that, it’s enormously rewarding because you’re learning about different organisations. Instead of being involved in one, I’m now involved in seven. You get to meet fantastic people and have a deeper knowledge of the business and its industry. You learn about different cultures and you get a much deeper understanding of what’s happening across corporate Australia.”

Wakefield Evans says she enjoys setting corporate strategy and the relationship she has with her fellow board members. “I really enjoy seeing new business opportunities come to the board table – debating them, taking the risk, taking a punt on doing something, keeping an eye on all the operational levers, making sure they are being managed properly from a governance perspective,” she says.

The role of culture

Boards also have an important role in setting culture, she says. Just as boards and senior management have helped create a safety-first culture at companies such as Toll and Lendlease, directors have a role to play in creating a better culture at financial institutions.

“If you look at the banks and financial services institutions, we’re not quite there on the tone-setting in terms of how important culture is,” she says. “We’ve got to move to where the other companies have moved to in safety. You’ve got to have uncompromising and strong language and that has to be set at the board table. Fortunately this is happening.”

Boards need to take responsibility for making sure their company has a comprehensive code of conduct which is implemented and reported back to the board. They also need to look into their organisations, in part with site visits and meeting a wide group of employees.

“Safety has been developed because boards have gone into their workforces through site visits. At Toll, we have a comprehensive two- to three-year rolling program where the directors visit every one of our operations. Lendlease does the same thing. The directors will walk through each of our major construction projects over a two- to three-year period,” she says. “Directors of financial institutions need to do the same thing – walk around the floors, talk to employees – because you get a very good feel for how an organisation’s run if you can get into the bowels of it.”

Wakefield Evans has recently returned from a visit to sites in Chicago and New York with the Lendlease board, talking to construction teams and inspecting potential project sites. “You get to walk around the building and talk to them one-on-one,” she says.

The management in all of the companies she directs are happy for directors to have conversations with executives and other staff. “That means that you do get employees who feel emboldened to talk to you about things that they might be unhappy about or observations that they can make about what it’s like to work at the company, what they love about what they’re doing, what their opportunities are,” she says.

The site visits and seeing the business operations in action, as well as watching how new businesses develop, provides an enjoyable contrast to her previous career as an M&A lawyer, where she used to take care of a transaction for a client and then hand the project back.

Different challenges

Wakefield Evans says each of her board roles present different challenges. At Macquarie, it’s dealing with the increased regulatory burden that all financial services companies are now subject to and in which boards have to become more involved. Wakefield Evans says she enjoys this, perhaps because she is a lawyer.

Lendlease has a global focus on urban regeneration, which involves building closer relations with governments. She says Australia currently lacks the strong long-term vision around infrastructure that other countries have.

“We’ve got lots of noise and we’ve got lots of things happening but what you really need is a pipeline,” she says. “What that allows private operators to do is to set their strategic goals towards a fairly achievable plan. We don’t have that. We chop and change. No one can say what the overall infrastructure goals of this country are.”

She highlights Australia’s freight links as broken and says Chinese and other Asian companies are “shocked” that Australia’s biggest port isn’t Darwin because it is the closest to Asia.

Outside of her directorships roles, Wakefield Evans is a “passionate” Swans supporter and is delighted with the development of AFL in Sydney. She also does a lot of work to support the victims of domestic violence, and says this is an issue for companies because the perpetrators and the victims are often employees in the workplace.

“That then comes down to making sure, as a director, you’re asking the right questions, particularly of HR departments. Do you have the right policies? What do we do if we’ve got a victim? How do we support them? How do we support perpetrators? Often, it’s a really complex area. There are mental illness policies and you’ll often have breakdowns of family issues, but I think employers need to take a lot more responsibility,” she says.

She is also planning to take up sailing again and enter the Ladies Twilight Races at the Royal Sydney Yacht Squadron at Kirribilli with her sister.