APEC-ESIS Secretariat Meeting Summary

BUILDING THE GC ROLE July 29, 2024 We represent what s next.

Clear Leader for the Innovation Economy Gunderson Dettmer has decades of experience representing high-growth companies in their financings, IPOs and M&A transactions, and throughout their lives as public companies. 400 lawyers globally in 11 offices worldwide 500+ venture capital and growth equity clients, and thousands of their underlying funds 4,500+ company clients in the innovation economy worldwide #1 GLOBALLY most active law firm for venture capital financings every year since 2014 (PitchBook) 1,800+ venture financings for companies closed since 2022 $29B+ 300+ raised in venture financings for companies since 2022 M&A transactions globally since 2022 2

Introduction Background Price Waterhouse consultant to law firms and law departments out of college Gunderson Dettmer Associate and Partner Represented venture capital firms investing in start ups Represented start ups from incorporation through venture capital financings to IPO or M&A Represented public companies on governance and disclosure issues Left for Gilead Sciences in 2005 where I was in house over 17 years Established the company s transactions practice Served as General Counsel from 2009 until 2022 Department grew from ~15 people to over 350 around the world during my 17 years Worked with three CEOs Managed through periods of massive financial and geographic growth and periods of stagnation Handled multiple bet-the-company litigation matters I did not report to the CEO when first appointed GC, I had to earn my way there 3

Current Practice Background Re-joined Gunderson as Of Counsel in mid-2023 Current Practice Providing in-house perspective on approaching legal and governance challenges Advising life science and public companies on issues specific to them GC in residence Help GCs think through operational, legal and governance issues Mentor GCs on their development and the development of the legal team Help CEOs think about establishing a legal department and evaluate and shape existing legal teams Evaluate legal department structure and talent level, consult on resourcing and department structure Phone a friend something I constantly searched for in-house 4

Agenda PART 1 PART 1 1. Introduction 2. How do I build my GC role? 3. Why isn t the GC in the Room Where it Happens? 4. How Does the GC Change the Dynamic? 5. Elements of the CEO Relationship 6. Developing the CEO Relationship 5

Agenda PART 2 PART 2 1. From Back-Office Fixer to C-Suite Partner 2. Developing a vision and strategy for legal 3. Developing a vision and strategy for you 4. Pulling it all together 6

Agenda PART 3 PART 3 1. What a fully formed GC role looks like 2. What s the GC s Relationship with the Board? 3. Getting Exposure to the Board 4. Co-existing with Outside Counsel at the Board Level 5. What Conversations am I having with GCs? 6. What Conversations am I having with CEOs? 7

From back-office fixer to C-suite partner Before we start, some context Before we start, some context Depends on the experience and background of the General Counsel Experienced GCs will discuss their role with the CEO before joining the company and have the necessary context to do so The more junior an attorney is when taking on the role, generally the longer it will take to make this transition This is particularly true where you have not had an in-house role model It s all about understanding the role and performing in the role. GC s can understand the role, but struggle to perform in it. The transition from outside counsel to inside counsel is difficult Understanding the internal politics of a company Cross functional coordination there s a great distance between explaining the law and achieving compliance Corporate decision-making processes Giving practical, actionable advice and driving consensus The General Counsel role is very broad, it takes time to master it. Even for people who have been in-house a long time and long-time law firm partners Be patient with yours and the company s development 8

From back-office fixer to C-suite partner Learn the business and operations at a deep level - GC s are at their most valuable when their advice is deeply rooted in an understanding of the business - Understanding the business is a prerequisite to giving practical, actionable advice that resonates Develop a broad and active network across the company - Get to know people across the organization personally, they will feed you information - Learn what they do, what they are challenged by and how you could help Get to know the Board members, your executive colleagues and CEO - Familiarity breeds trust, respect and understanding of personalities and capabilities - Casual conversations with colleagues will help everyone identify areas of overlap and assist with problem solving - Have direct and transparent conversations with the CEO and fellow executives about your role, what they need from the role and where you plan to take it 9

From back-office fixer to C-suite partner Practice self-awareness If you were the CEO, would you put yourself in front of the Board? Assign you a high-profile project? In what areas do you need development and experience? Speak to the CEO about what it will take for you to earn a C-suite role Many GCs don t have this conversation If you re not comfortable having this conversation, you re not ready Don t be surprised if the CEO doesn t have a clear sense of this. It is a joint education project. Find a mentor or mentors to help you with your professional development and with approaching new and novel business, legal, political and other issues 10

MCLE Code: 7817 11

Develop vision and strategy for legal Writing down a vision and strategy will give you a dashboard for keeping track of what needs to get done and will help Writing down a vision and strategy will give you a dashboard for keeping track of what needs to get done and will help you structure and evolve conversations with the business about when and how to address various issues. you structure and evolve conversations with the business about when and how to address various issues. What legal issues are implicated by the company s strategy? - Have we started to address those? What s the status? - Are the CEO, execs and Board members aware of those and how we can approach them? What areas am I involved in today? What areas am I not involved in? - What areas that I am not involved in should I be involved in? - How do I get involved in those areas? What areas need more legal/compliance involvement? - What does that involvement look like? - What are the desired outcomes? - Why am I not there now? - What obstacles will I run into? - How do I overcome those? - What is your vision for tackling them over time? 12

Develop vision and strategy for legal How does my CEO see the legal function? How do others view my function? - How does the CEO see my team? - How does the CEO see me? - Are those perceptions accurate? - What do I need to do to change those perceptions? Are the people in the legal department competently and constructively representing the legal department? - Your reputation is also affected by how others on the team are operating What is outside counsel doing for the company? - Can the internal team do those things? - What do I/the team need to do to learn those areas? 13

Develop vision and strategy for you Do I deeply understand the Business? - If not, how do I get better educated? How broad is my internal network? - What do I need to do to broaden and deepen my network? - How could I make better use of it to make myself and the legal function more effective? Do I think through the questions the CEO is going to ask me during my meetings? - Do I know the answers? - Do I practice answering those questions? - Do I script out, or create an outline for, my conversations with the CEO, other executives, Board members? Am I communicating clearly? - After every conversation, ask yourself how it went - Were my explanations clear? - What did the CEO/colleague get confused about? Why? - Why did/didn t my advice resonate? - What will I do differently next time? 14

Develop vision and strategy for you Am I seen as the go to person for all things legal by the CEO, C-Suite executives and the Board? Am I having regular conversations with the CEO and others about my own development? - Asking for feedback? - Talking about how I see my role developing over time? - Discussing areas where I can be more involved? - Have I discussed with the CEO what it would take to be invited to exec team meetings, board meetings, move reporting relationship? Have I written down a development plan for myself and my vision for growing my role and that of the legal department? - Where do I want to be/can I be in X years? - Have I vetted my vision with others? - Have I discussed it with the CEO? What steps am I going to take to implement the vision? 15

Pulling it all together Ruthlessly prioritize all the issues you identify based on the level of risk they pose and achievability and in the short and medium term Of those with a higher priority, what can realistically be achieved with existing legal and company resources? Now that you have a road map of what needs to be accomplished and when, start planning for how to tackle them - What are the deadlines? - Who needs to be involved? - What resources are needed in the business and legal? - How does the legal team need to evolve over time to address these issues? Start socializing your vision and strategy with key leaders to get buy-in on key issues, headcount and budget needs - In some instances, additional headcount and budget just won t be available - Factor that into your determination of how important they are to complete, at what level and when projects can be completed Revise the document frequently as you get feedback and company needs change. Revisit discussions as needed. 16

MCLE Code: 2731 17

Opportunity for Small Group Discussions If there is sufficient interest from all or a portion of you, this Fall I will be hosting/moderating a series of small group discussions among 6 to 8 GCs and heads of legal These discussions will be over Zoom and will be one hour long Discussions are intended to: - Create an opportunity for networking - Provide a safe space for people to discuss with peers in other companies some of the challenges they are facing in Building their GC Roles - Opportunity to hear how others have tackled similar challenges and get some ideas and feedback - Chance to see first-hand that you are not the only one out there working through these issues Chatham House Rules will apply What happens in the session, stays in the session If you are a GC or Head of Legal, you will soon receive an email invitation to register for these sessions We can t guarantee participation to everyone since we don t know how much or how little demand we will have - We will do our best to include everyone who registers their interest. Sessions will start in October. 18

Q&A 19