"It is very important that the in-house lawyer has a detailed understanding of the business"

Ana Guerrero, legal manager of AJE Group, a Peruvian multi-national drinks company present in 28 countries in Latin America, Asia and Africa, tells us about the recent corporate reorganization process carried out at the group’s companies in Peru and its international growth projects.

Posted Tuesday, September 6th 2022
"It is very important that the in-house lawyer has a detailed understanding  of the business"

Ana Guerrero

Leaders League: What have been your most important achievements within the legal area of the AJE Group?

Ana Guerrero: The majority of the time, AJE Group’s legal department is either dealing with crises or solving legal problems, which is definitely an important role to fulfil. Therefore, I believe that one of the most significant achievements of the AJE legal team has been to form a strong, well-trained and collaborative team that specifically addresses the needs of each area of the company.  

When different departments within the group call us to discuss a project under development, or an idea for one they have, it is highly gratifying because it means they see us as an active participant: we can warn, prevent and anticipate risks and, why not, contribute new ideas of our own. Currently, each lawyer in the legal department has a distinct speciality, such as litigation, contracts, corporate or regulatory, but we all take pride in keeping up to date with what others are doing, which allows us to support one another and help the company achieve its objectives.

At the beginning of the year we were able to successfully conclude the legal aspects of a corporate reorganization of AJE Group’s companies in Peru, which was quite a challenge, because we managed and developed it internally, without recourse to external legal counsel. We defined the patrimonial blocks, prepared the legal documents, worked on the communications, obtained the corresponding authorizations and managed to complete the process in accordance with the plan the company had drawn up for us. 

We also participated in a program launched of the group entitled Big Deal, where the different departments are encouraged to come up with ideas for projects aimed at achieving savings, profitability, brand promotion or promoting sustainability. The offering of the legal team was called Green Footprint, which aims to generate alliances with public bodies to promote responsible and conscious recycling in line with AJE Group’s commitment to sustainability. Green Footprint beat out rival projects locally and globally.   

In July we held AJE Group’s first legal week event aimed at forging closer ties with other departments through activities, games, trivia and training, so that they can learn about – and from – the work of the legal team. It was a fun and educational week for everyone.

We were able to successfully conclude the legal aspects of a corporate reorganization of AJE Group’s companies in Peru

What are the most important differences between an in-house lawyer and one working in a law firm?

I believe that the most important difference between a law firm lawyer and an in-house lawyer is the latter’s degree of knowledge of the company’s business. On the other hand, a law firm advises the company within its specialty, experience and legal knowledge, while the in-house lawyer must direct their analysis to the objectives of the company. Therefore, it is very important that the in-house lawyer has a detailed understanding of the business and how each of its constituent parts fit together, since they must assume a participatory role. Of course, a law firm-based lawyer can often provide a fresh pair of eyes when it comes to analyzing a business.

What are the most important aspects to consider during the contractual management of the group’s companies?

Before starting to work on a contract, I always impress upon my team the importance of being attuned to the needs and interests of the user. I believe that, with contract management, having a clear objective in mind is a good starting point. And just as it is important to have a handle on the interests of your user, understanding the other party to the contract and any other stakeholders is also vital.

We try to get stakeholders to view a contract not only as a legal tool to anticipate a series of eventualities, but as a positive instrument which smooths the commercial relationships a company has. On that basis, we analyze the legal aspects of a contract and the clauses to be included and, in many cases, tailor contracts according to the needs of each department.

With this in mind, we have provided departments with a document entitled TOR, which is a summary of the general conditions of a contract and which the user sends us when they require one. They do not need to include legal terms or complex conditions, only what they are looking for or expect from the contract. In addition, we have widely circulated it through press releases and posters, and they can access it with a simple scan of a QR code.   

We also have a process flow procedure that helps individual departments familiarize themselves with the various contract management stages and deadlines in the company. This process has been added to our contract management policy. Furthermore, we have implemented an electronic signature platform to give the company a more agile and efficient contract management process. As an example, using e-signatures we were able to conclude 140 transportation service contracts nationwide in a period of 20 days; before, it would have taken us months to manually gather the signatures.

What are the most important aspects to take into account when a company embarks on a new project?

I think it is important to remain closely involved in a project in order to effectively identify and manage its legal risks. Being clear about what the legal risks are and informing the stakeholders will allow us to create the most efficient mitigation mechanisms, within the legal framework, and according to each project.   

AJE Group has launched a regulatory compliance program that is being promoted globally. This program contains guidelines, standards and procedures that apply to everyone in the company, wherever they are based. We believe it is important to raise employee awareness of the importance of regulatory compliance as a powerful tool for mitigating legal risks. We have also created a crisis committee, led by the general manager and made up of the managers of each of the company’s key departments. The purpose of this committee, in which the legal manager plays a leading role, is to speed up decision making in crisis situations. 

We believe it is important to raise employee awareness of the importance of regulatory compliance as a powerful tool for mitigating legal risks.

What strategic acquisitions has the group recently made?

In 2021, AJE Group successfully concluded the refinancing of its AJECORP 2022 Global Bonds. This was done with the participation of departments in nine countries, executing a financial structure in accordance with the group’s needs. We worked on credit approval, due diligence, contract review and compliance aspects.

AJE Group also worked with Heineken after it entered the Peruvian market with the purchase of the Tres Cruces beer brand, becoming an important partner to Heineken on the sale and distribution of its products in Peru. 

Finally, at the beginning of 2022, a corporate reorganization came into effect which saw the creation of centers of excellence to serve AJE Group’s Peruvian operation and subsequently the group's operations elsewhere. This corporate reorganization was handled entirely by the internal legal team, which evaluated the impact on the company’s existing financial, labor and tax structure and successfully concluding the process. 

What role does the corporate legal area play in AJE Group’s international growth plans?

AJE Group will continue to grow and innovate in the industry, with the goal being to continuously develop products that are good for the planet, good for users and good for society. In this sense, the role of the legal department is vital as we set the framework for the partnerships with key players that allow us to execute sustainability projects. Innovation being part of our DNA, AJE is constantly evolving, and we promote and encourage this culture among our collaborators.

In line with our commitment to sustainability, we have been contributing to the conservation of forests and promoting biodiversity, working at each stage of the value chain.

We use super-fruits (aguaje, camu camu and acai) collected by the Amazonian communities of Peru in our products. This work with the Amazonian Communities, led to the emergence of the Bio Amayu line of products, which offers consumers healthy, thirst-quenching drinks that contribute to preserving biodiversity. We have also launched Bio Amayu Shots, a concentrated blend of super-fruit juices and natural extracts rich in nutrients and vitamins.

Further afield, we are, for example, involved with two communities in Samutsongkram province in Thailand, where a 4.8-hectare coconut flower plantation produces a supply of 24,000 liters of juice per month. We have also signed an agreement to protect the Ayutthaya Historical Park, a UNESCO world heritage site since 1991.

In recent years, our flagship water brand, Cielo, has been associated with major projects dedicated to helping preserve the environment and specific ecosystems.  We also work with Inkaterra and the Municipality of Machu Picchu to preserve the historic Inca city, and in Ecuador, partner with the Galapagos Conservancy Foundation, on the goal of expanding conservation efforts at the archipelago’s the giant-tortoise complex.