Zuhaidi Mohd Shahari serves as the head of Legal and commercial services at Sime Darby Property (SDPB). Prior to joining the company in September last year, he was the deputy managing partner at Azmi & Associates, where he spent over two decades building extensive expertise in real estate and corporate law. His experience spans mergers and acquisitions, real estate development, construction contracts, and cross-border investments, particularly in government-linked and private-sector projects.

In this interview with ALB, Zuhaidi shares insights into the evolving role of in-house counsel in Malaysia's real estate sector, discussing key challenges and opportunities in legal risk management, data privacy, and regulatory compliance. He also offers valuable perspectives on leadership development, the importance of organic growth in building strong legal teams, and the essential skills needed for success in today's dynamic legal landscape.

EDITOR'S NOTE: If you're a general counsel based in Asia who'd like to be featured in this series, please email ranajit.dam@tr.com.

ALB: Can you describe your career journey so far? What has been the most rewarding aspect of your current role?

SHAHARI: I was in private legal practice for 24 years (22 years in Azmilaw with my last position as deputy managing partner) before joining Sime Darby Property Berhad (SDPB) as Head of Legal & Commercial Services in September 2024. The decision to change my career path was a tough one, because I do really enjoy being in private legal practice to a certain extent and was very comfortable in continuing to do so for the rest of my professional career. However, the issue with being in one’s comfort zone is that the learning, networking and growing curve starts to flatten, and I somehow felt it. Having discussed this with my better half and the senior partner of Azmilaw, I felt that it was the right move to join SDPB and lead the legal team here. 

"Whether as a private legal practitioner or in-house counsel, it's all about helping people around you, solving problems, finding solutions and being a valuable, contributing team member. The good feeling at the end of every day, when the work is done, and problems are solved, is indescribable. I feel that I have achieved my purpose in life for that day, and a good restful sleep at night is certainly assured."

Whether as a private legal practitioner or in-house counsel, it’s all about helping people around you, solving problems, finding solutions and being a valuable, contributing team member. The good feeling at the end of every day, when the work is done, and problems are solved, is indescribable. I feel that I have achieved my purpose in life for that day, and a good restful sleep at night is certainly assured. The sleep part is very important to me. 

ALB: Can you describe your typical day or week as a general counsel? What are some of the key responsibilities and challenges you face?

SHAHARI: This role is incredibly dynamic and demanding, requiring a unique blend of legal expertise, business acumen, agility, and leadership skills. 

As the leader of the legal department, you will inevitably receive all kinds of emails, whether directly addressed or copied to you. It is crucial to read and understand all emails, prioritise them, reply when necessary, and delegate appropriately. Being copied in email correspondence leaves no room for claiming ignorance of a matter; we are expected to read all communications and ensure no legal-related matters escape our team's radar.

An essential skill and challenge, from a different perspective, is people management. Constant, early, and comprehensive communication with various business and support units at all levels is crucial. Everyone needs to be aligned on the direction and objectives of all deals and contentious matters. If we fail to communicate effectively in the manner and language that various organisational leaders understand, it will be difficult to gain their trust and confidence, potentially leading to a slow and painful deterioration of the team structure.

ALB: How do you balance legal risk management with enabling business growth and innovation within your organisation?

SHAHARI: SDPB maintains a robust risk assessment, management, and mitigation process in all our operations, including dealmaking, dispute resolution, operational matters, and regulatory compliance. As head of legal and commercial services, I must recognise that every business opportunity comes with inherent risks. While major and obvious risks are typically evaluated by business units, the legal and risk departments must ensure all risks are properly assessed and mitigated according to the company's risk appetite. 

We employ various methods, such as rating systems and traffic light indicators, in our assessment process. For everything we assess, there must be an exit strategy to ensure that any risk the company needs to take is adequately mitigated and capped. Subsequently, proper advice is provided to senior management and board members to enable informed decision-making on the matter.

ALB: What are some of the most significant legal or regulatory changes that have impacted your industry in recent years, and how have you navigated those challenges?

SHAHARI: Real estate is a heavily regulated industry in Malaysia, where relevant authorities frequently issue new laws, regulations, and guidelines. Group Legal must remain vigilant and provide necessary advisory notes accordingly. In recent years, the Government of Malaysia has introduced numerous new laws requiring special attention, particularly those impacting business costs or imposing personal liability on directors and management for non-compliance, including potential fines and imprisonment. These laws encompass corporate liabilities for offenses under anti-corruption, anti-money laundering, HSE, PDPA, and human rights regulations.

For each new requirement, we must ensure company readiness for compliance, identify gaps, recognise areas of exposure, and implement necessary policies and procedures to address these gaps. We also engage relevant subject matter experts to guide us through the process and provide essential briefings and training sessions to board members, senior management, and all internal stakeholders. This ensures everyone is prepared and understands compliance requirements.

"I am a firm believer in organic growth from the ground up, opting for external senior hires only in special or desperate circumstances. While growing organically and systematically requires time, patience, and sacrifices, the satisfaction of knowing I have contributed to my team's development makes all the challenges worthwhile."

I believe these processes, when properly implemented, will enhance the company's goodwill and brand reputation, aligning with our values of developing sustainable communities and serving as a value multiplier for people, businesses, economies, and the planet.

ALB: How do you approach building and managing an effective legal team within your organisation?

SHAHARI: I am a firm believer in organic growth from the ground up, opting for external senior hires only in special or desperate circumstances. While growing organically and systematically requires time, patience, and sacrifices, the satisfaction of knowing I have contributed to my team's development makes all the challenges worthwhile.

At SDPB, we place high emphasis on building professional capacity, knowledge, and skills, with everyone in the organisation required to complete minimum learning hours as part of their KPI. This commitment is taken very seriously, supported by various fully-budgeted training programs, courses, and activities. Leaders and line managers must ensure that on-the-job training is integrated into the working environment. Within the legal department, we facilitate this through frequent group discussions, sharing sessions, and brainstorming sessions, where everyone is encouraged to express their views, think outside the box, and develop creative yet legitimate solutions.

ALB: What strategies do you employ to maintain strong relationships and communication with other C-suite executives and the Board of Directors?

SHAHARI: Being an effective communicator is undoubtedly the most crucial skill one must master to perform efficiently as a Head of Department.

The foundation of communication begins with listening. We can express our views more effectively when we have first listened and understood thoroughly. As one of my early mentors wisely noted, we learn more through listening than speaking - a principle that has proven consistently true.

Building trust and confidence forms the second essential component. To accomplish this effectively, one must possess substantial knowledge and deep experience. This requires an ongoing commitment to learning, research, and thorough preparation in all matters.

Finally, engagement must be regular, open, honest, clear, and concise. Maintain full attention during discussions and avoid overwhelming others with unnecessary legal details unless specifically relevant.

ALB: Can you share an example of a particularly complex legal issue or crisis you've had to navigate, and how you approached it?

SHAHARI: Let me share a recent legal issue we encountered. While not particularly complex, it was potentially damaging to our business and reputation when a customer misused the IP rights (brand name) of one of our projects. We typically take such matters seriously, often pursuing legal action despite the associated costs. Although we initiated legal proceedings, we remained conscious of the time and expenses involved in litigation, especially given there was no guarantee of success. In seeking an alternative solution, we engaged with the relevant authorities whose assistance helped facilitate an amicable resolution with the perpetrator without prolonging the issue. Without delving into specifics, what could have been a lengthy legal battle spanning 3 to 5 years was resolved within approximately 3 months, resulting in a win-win outcome for both parties.

How do you balance the sometimes competing interests of shareholders, customers, employees, and other stakeholders in your decision-making process?

Protecting the company's interests is a fundamental fiduciary duty of senior management, and this remains our top priority. While we evaluate and process other stakeholders' interests, particularly in related party transactions which require close monitoring, our actions at SDPB are governed by our comprehensive Code of Business Conduct, with which compliance is mandatory.

ALB: What advice would you give to aspiring lawyers or law students interested in pursuing senior in-house roles?

SHAHARI: As in-house lawyers, we are expected to have comprehensive legal knowledge - essentially being jack-of-all-trades, though not necessarily masters of everything. This breadth of expertise develops through years of practice and exposure to various legal disciplines, including advisory work, deal-making, regulatory compliance, and dispute resolution.

The journey requires patience; it's a marathon, not a sprint. Throughout your career, focus on continuously accumulating new knowledge, skills, and education.

Finally, I believe aspiring lawyers and law students must complement their legal education with business and finance disciplines. Even the most advanced legal qualifications lose their value if one cannot interpret financial statements or comprehend business strategy.

ALB: How do you approach risk assessment and mitigation in your role, particularly when it comes to high-stakes or precedent-setting legal matters?

SHAHARI: When tackling high-stakes legal matters, we prioritise a comprehensive risk management approach. This begins with a thorough identification and assessment of all potential risks, encompassing legal, regulatory, reputational, and financial factors. We prioritise these risks based on their likelihood and potential impact, utilising tools such as risk matrices and scenario planning.

Our next step involves developing and implementing various mitigation strategies. These may include risk avoidance, reduction through robust compliance programs, transfer mechanisms like insurance, or carefully considered risk acceptance. While we are prepared to take calculated risks, we maintain an absolute stance against allowing unidentified and unmitigated risks to penetrate the company.

We ensure effectiveness through continuous monitoring and adaptation. This involves staying current with legal and regulatory changes, conducting regular risk assessments, and incorporating lessons learned from past experiences to refine our risk management strategies. This proactive approach enables the organisation to navigate complex legal challenges while minimising potential negative outcomes.

ALB: How do you approach data privacy and cybersecurity issues within your organisation, and what strategies do you employ to mitigate these risks?

SHAHARI: As a property developer, we handle various confidential upstream and downstream data, making data privacy a critical priority. We ensure strict compliance with regulations, particularly Malaysia's Personal Data Protection Act (PDPA), through comprehensive data inventories and clear privacy policies. Our protection strategy includes robust technical safeguards, incorporating strong access controls, data encryption, and advanced network security measures.

Our systematic approach to compliance is audit-ready at any time. This was demonstrated late last year when one of our business units successfully passed a surprise inspection audit by the PDPA authority, thanks to our organisation-wide robust data privacy management system.

Cybersecurity risk management falls under our Digital & IT department's purview, maintaining exemplary standards. Our involvement in data centre development and construction necessitates compliance with both domestic and international cybersecurity requirements. This has effectively elevated our cybersecurity policies to align with international best practices and knowledge.

We maintain our security standards through regular employee training, systematic risk assessments, and comprehensive incident response planning. Our commitment to continuous improvement includes staying current with evolving threats and conducting regular reviews of our data privacy and cybersecurity strategies.

ALB: Looking ahead, what do you see as the biggest legal challenges or opportunities facing your industry in the next 5-10 years?

SHAHARI: The real estate sector has experienced significant regulatory evolution over the past five years, introducing numerous new laws, regulations, and compliance requirements. We must maintain agility in adapting to these changes, including regulations on e-contracts, climate change and environmental matters, cybersecurity and data privacy, and human rights laws.

I believe the increased awareness and adoption of technology, smart contracts, and data management systems present opportunities for in-house counsel to deliver more efficient legal solutions to business users. However, the challenge lies in transforming mindsets and work processes. While achieving optimal work methods requires considerable effort, I'm convinced that this transformation is essential for enhancing operational efficiency, customer satisfaction/experience, and corporate sustainability in the long term.

ALB: What motto do you live by?

SHAHARI: Life presents its challenges, each bringing valuable lessons. Those who know me recognise my commitment to positivity. I believe there's no benefit in dwelling on negative thoughts; instead, we should seek blessings in every situation and transform challenging circumstances into positive actions, moving forward one step at a time. As Kelly Clarkson aptly puts it, “What doesn't kill you makes you stronger.”