General Counsel File: Carol Ann Petren, CIGNA Corporation

A profile of Carol Ann Petren, EVP and General Counsel of CIGNA Corporation.

Practical Law The Journal

Education: 1978: L.L.M., University of Missouri School of Law. 1977: J.D., University of Missouri School of Law. 1974: B.A., Boston College.

Brief career to date: May 2006−Present: CIGNA Corporation (EVP & General Counsel); August 2003−March 2006: MCI, Inc. (SVP & Deputy General Counsel); February 2001− June 2003: Sears Holding Corporation, formerly Sears, Roebuck & Co. (VP & Deputy General Counsel); November 1994−January 2001: Wilson Elser Moskowitz Edelman & Dicker (Managing Partner); October 1983−November 1994: Jordan, Coyne & Savits (Partner); January 1983−October 1983: U.S. House of Representatives (Counsel, Committee on Standards of Official Conduct); January 1980−September 1982: U.S. Attorney's Office, Western District of Missouri (Assistant U.S. Attorney, Criminal Division); June 1978−January 1980: Jackson County Prosecutor's Office (Assistant Prosecutor, Criminal Division).

Location of company headquarters: Philadelphia, PA.

Primary industry sector: Healthcare.

Number of employees worldwide: 29,300.

Revenues in the last financial year: $18.414 billion.

Number of lawyers worldwide: 81.

Law department locations: Primarily in Philadelphia, PA and Bloomfield, CT, as well as many other cities in the US and internationally, including Asia and Europe.

How is the legal function structured? CIGNA's Legal & Public Affairs (L&PA) division is responsible for: all global legal work; compliance, ethics and privacy; corporate governance; federal and state regulatory matters; and public policy and federal and state government affairs. L&PA aligns with the CIGNA business structure and strategy, and is a key enabler of the company's success. The Deputy Counsel as well as the Chief Counsels for International Law, Domestic Health Services and Employment Law report to the EVP & General Counsel. The Chief Compliance, Ethics and Privacy Officer, the heads of Federal and State Government and Regulatory Affairs, the Assistant Corporate Secretary and the Associate Chief Counsel of Securities complete the EVP & General Counsel's direct reports.

Who has overall responsibility within the company for business ethics and corporate governance? The EVP & General Counsel and the Chief Compliance, Ethics and Privacy Officer have overall responsibility for business ethics. The EVP & General Counsel, the Assistant Corporate Secretary and the Associate Chief Counsel of Securities have the chief responsibility for corporate governance.

Which areas of legal risk do you predominantly encounter in your sector? We deal with risks related to our products and services, including day-to-day sales, customer interactions, underwriting, network support, medical management, onsite clinics, product development, service operations, marketing and communications. Intellectual property and vendor contracting are also major areas of focus.

What is the most important way in which law firms can maximize value for in-house counsel? In our experience, looking to our outside counsel firms to help identify innovative approaches to purchasing legal services and partner with us in finding creative solutions, has created significant value. In 2009, we instituted a program for developing and implementing alternative fee arrangements in litigation and non-litigation matters to obtain greater value, enhance predictability, align the financial interests of outside counsel with those of the business and foster long-term relationships based on trust, shared risk and shared rewards — all while controlling costs.

What is the single most challenging issue that in-house lawyers are likely to face over the next two to three years? Navigating risk in the broadest sense of the word has been and continues to be among the biggest challenges faced by in-house lawyers. The effective management of that risk has become particularly critical given the current economic pressures as well as the heightened regulatory scrutiny facing companies today. We must always keep a finger on the pulse of risk and regulation across the entire company, with a particular focus on new business lines and expanding global geographies. In the end, it is important to balance risk without sacrificing the right growth.

What types of actions would be most likely to induce you to dismiss an external law firm? We expect our external law firms to act as trusted partners. A breach of that trust, as well as low-quality, high-cost work would definitely endanger the relationship.

If not a lawyer, what would you be? Being a lawyer has been a very challenging and incredibly satisfying career. My life after the law will likely focus on non-profit work and making a difference in communities and for people in need.

What is the most rewarding aspect of your role? The opportunity to work with such a committed, diverse group of individuals who are dedicated to CIGNA's mission — helping the people we serve improve their health, well-being and sense of security.

What is the one piece of advice you would pass on to any prospective general counsel? I would emphasize the importance of effectively partnering with the business to enable the company to reach its goals while ensuring the highest ethical practices and standards.

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