Vaughan Fulmer, general counsel and company secretary at Norilsk Nickel Australia, talks to Adam Majeed about challenges in the mining industry, Russian bureaucracy and his company’s planned exit from Australia
Can you tell me a little bit about the in-house legal team at Norilsk Nickel Australia?
For the last three and a half years I have been the sole legal resource for Norilsk Nickel Australia - I am general counsel and company secretary. When I first joined Norilsk we had five operations: four nickel mines, a gold mine, and one nickel exploration project. We now just control one exploration project and an associated joint venture in Western Australia.
I cover a host of matters including corporate/commercial, contracts, employment, disputes and finance. I also perform the role of company secretary for the Australian entities and manage the Australian office.
How long have you been working in the mining sector?
In mining it’s been over 20 years. Prior to Norilsk, I was at BHP Billiton Exploration before that Norton Rose and then a host of other resource companies. I was born and raised in a small mining town so it’s in the blood.
How did you make the transition from private practice to in-house?
My original career was in health and safety and my last safety job was at Rio Tinto’s West Angelas iron ore operation in the Pilbara. I was fortunate enough to have them assist with completing my legal training with their corporate legal team. I later got a commercial role with Rio’s exploration arm in Perth. I moved to Norton Rose, which was Deacons at the time, in December 2007 to formallise my legal training. I started out initially in Perth and then did a two year stint in Jakarta.
After returning to Western Australia I wanted to apply my legal stills in a more commercial environment so I joined BHP looking after exploration opportunities in Indonesia and Papua New Guinea. After that group was disbanded I secured the general counsel role at Norilsk.
What motivated you to make the move to Norlisk?
It was about advancing my career. With my long operational background I was more suited to an in-house role where I could put my skills to use. I also liked the idea of being involved in the entire lifecycle of a project as opposed to merely advising on bits and pieces.
Has the in-house role evolved in your experience? If so, why?
It has become a lot more commercial and general in nature than being purely legal. Given Norilsk is only small in comparison to other resources companies in Australia, the general counsel role tends to be a lot more hands on. There is an expectation that the majority of matters can be dealt with at the in-house level.
From my exposure to legal departments at other resource majors, their legal departments tend to be focused on purely legal matters.
Falling commodity prices and low Chinese demand has had a damaging effect on the mining industry, particularly in Australia. Have these macroeconomic factors had an impact on your role?
Yes. Our Russian parent company made the decision to divest its foreign assets in 2012. The restructuring which followed meant my role was to take on more responsibility while ensuing assets were effectively maintained or divested.
Have there been any unique challenges in working for a Russian mining company outside Russia?
Yes, the Russian environment and approach to decision making is very different to what one is accustomed to with Western companies. It becomes very complex when dealing with third parties who are more used to a more streamlined decision-making process. A great deal of analysis goes into any decision and there is never any fear of using litigation where needed. Russians also tend to expect and appreciate answers to their legal queries in very short time periods.
What other challenges do you face in your role?
There are a number of internal challenges. Information is not always shared between departments so you can sometimes be asked the same question by two different departments on the same day. I found it also took a long time to build a level of trust with the Russian parent company.
Can you give me an example of a pressing legal issue you recently encountered and describe how you went about resolving it?
I had a situation where the national newspaper decided to publish an article alleging certain environmental non-compliances at one of our operations that was in the process of divestment. After contacting other parties referred to in the article it became clear the journalist has been influenced by people who had very little experience in mining and should not have been used as reputable sources. I pursed the paper and the journalist through the Press Council of Australia, appeared at the subsequent adjudication and succeeded in having the company’s complaint against the newspaper upheld and published in a later edition of the newspaper.
When do you outsource legal work?
I’d outsource litigation matters or disputes that I feel are beyond my capacity. I also outsource finance work. It’s a subjective list that is based on risk and what I am comfortable advising on.
What proportion of your team’s work do you farm out?
About 20% maximum, and that’s also a subjective estimate. Originally it was a lot less but when matters get more complex there’s more going out.
May I ask which firms you use as external counsel?
At present I work with Clifford Chance and a local firm Hunt & Humphry. Clifford Chance generally deals with more complex commercial and finance matters while Hunt & Humphry on native title. I have historically used Corrs Chambers Westgarth for litigation.
What qualities do you look for in an external legal provider?
To be honest, while flexibility on fees is nice, the firms that I use are based on historical relationships with teams I know that deliver quality work in a timely fashion. While I am not one for pushing for 24 hour turnarounds I take comfort in knowledge that if required the work will be delivered within that timeframe.
What is your preference on fees: fixed or hourly rates?
I don’t go for fixed agreements due to the nature of the matters I outsource. I will push for percentage discounts on hourly rates where I know the matter is likely to run for an extended period of time and require multiple pieces of work.
Do you see prospects improving for the mining industry in the next 12 months?
No. The general feeling across the industry is that commodity prices are not going to recover anytime soon so we are in for another tough 12 months.
Do you plan to stay in the mining sector or will you be taking your legal expertise elsewhere?
Mining is my specialty and I enjoy the people and the complexity of work it attracts. Nonetheless once my position at Norilsk winds up I will need to pay the mortgage like everyone else.
General counsel and company secretary
Norilsk Nickel Australia
Vaughan Fulmer is general counsel and company secretary at Norilsk Nickel Australia, the Australian arm the Russia based mining company.
Fulmer began his professional career getting in occupational health and safety, working for major resources organisations across remote regions of Western Australia and Queensland. On completing his law degree he finalised his legal training at Norton Rose in Perth and Jakarta before joining BHP Minerals Exploration as their commercial specialist for Australia and Asia. He is currently the General Counsel, Company Secretary and a Director of Norilsk Nickel Australia