Approval of Outside Legal Counsel - Policy

Process Owner

General Counsel

Purpose

To define the pre-approval process for use of Outside Legal Counsel.

Definitions

Outside Legal Counsel – A licensed attorney who represents clients chosen from the public who is available to provide legal advice or services.

Corporate Legal Counsel – A licensed attorney who provides legal advice or services to GovC as an employee of GovC.

Policy

All engagements of Outside Legal Counsel must be reviewed and approved by Corporate Legal Counsel before Outside Legal Counsel is engaged.

Responsibilities

Corporate and Business Unit management are responsible for ensuring compliance with the pre-approval process set forth in this Policy and Procedure.

Procedures

Managers (Corporate and Business Unit) – identify legal issues and notify Corporate Legal Counsel. Discuss business interests and legal objectives and whether Corporate Legal Counsel and/or Outside Legal Counsel should be used.

Corporate Legal Counsel – meet with management and discuss business interests and legal objectives and whether Corporate Legal Counsel and/or Outside Legal Counsel should be used. If Corporate Counsel decides that the engagement of Outside Legal Counsel is appropriate, Corporate Counsel will work with relevant Corporate or Business Unit Management to select and engage Outside Legal Counsel. As necessary or appropriate, Corporate Counsel may consult with or seek the concurrence of the Chief Financial Officer.

Chief Financial Officer – at the request of Corporate Counsel, meet to discuss: (i) the legal issue; (ii) the need for legal advice or legal representation by Outside Legal Counsel; (iii) the objectives to be achieved by such engagement; and/or (iv) the choice of Outside Legal Counsel.