3 Apr 2024
Kinetic is Australasia’s largest bus operator, as well as having bus and train investments in the UK and Europe. As Annie, Kinetic’s GC explains, the company is committed to 100% net zero carbon emissions by 2035, covering its fleet, depots and renewable energy generation.
Did you want to always want to be a lawyer?
I studied science and law at uni and had thought maybe I'd be a scientist or a geneticist, but I then decided that law was for me.
What did you like about law?
Really the practical side of things. Once I started doing vacation clerkships, I could see what the study turned into and then I suppose just got swept along with the process. Sometimes you don't necessarily make a definitive decision to say yes.
Why did you join Freehills (as it was)?
It was one of the firms where I had done a vacation clerkship and really liked it. It happened to be at Christmas time, so there were Christmas parties which also helped, and I was then given an offer as well.
At the firm, you became a corporate lawyer.
Yes, a corporate lawyer, mainly working on private equity and private M&A.
Any particular favourite deals that you worked on?
We can't have favourites, but there was one that took me to Tokyo, which stands out for having a really interesting experience doing business in Japan and their cultural norms versus ours. That made for some interesting situations between our Australian client and their joint venture Japanese bank. The partner on the deal was very hands-off, so I got to run the meetings and, of course, learnt a lot. Oh, and getting some really good food!
What became interesting in terms of my career development, and has a link to me moving to Kinetic, is that I worked on a lot of M&A deals for private companies and smaller family businesses. You would have to understand their motivations and guide them through what is likely to be the most important transaction of their lives. We always tried to be fair and that led us getting repeat work.
What did you like about Herbert Smith Freehills and why do you think the firm has been so successful?
From a personal perspective, I was very much supported by my team and my supervising partner, and there was a really good sense of ‘team within the team’ I worked in. Striving for excellence at all times in everything that you're doing. Finally, the relationship with clients and how you communicate with them. There was a no-nonsense approach and avoidance of point scoring, which really counted in the firm’s favour. I can't speak for other teams in other locations or for other practice groups, but that was certainly what I enjoyed about my time with the firm.
What is the Kinetic connection?
We advised them from the genesis of Kinetic when it acquired the single route Melbourne SkyBus business, and on each of SkyBus’ strategic expansion into new territories, then on its diversification into urban, rural, school, charter and specialised transit in Australia and New Zealand. So I got to know the company – and the co-CEOs very well, which prompted my move to join the company.
How did that come about?
We never really had a discussion, as such, but when they were looking to create a legal function it just fell into place. I was never interviewed, as such, it was just the natural progression, having worked with them for such a long time and knowing them and trusting their vision as well for the company in terms of growth. It wasn’t necessarily diving into the complete unknown, or at least I didn't think so, but obviously the change is always more than you expect.
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Our decarbonisation commitments centre on one big target - 100% net zero emissions by 2035. That includes a 100% electric bus fleet, procuring 100% renewable energy and renewable energy generation capacity at all sites.
Is Kinetic a public or private company?
Private company. We are owned by a Canadian pension fund and an infrastructure fund, Foresight. They've been really great supporters and have allowed the growth to happen.
What is your role as GC?
I basically do anything and everything! We've got a really small team: myself, a junior lawyer, and legal project manager (alumna Caren McQuienn). Mostly legal, but also some governance-related stuff. What I focus on is ‘moving forward’ because the company is growing fast – whether that means tendering for contracts, M&A, refinancings or other deals.
As I mentioned, I started the legal function, creating precedents and procedures, establishing good governance within the organisation.
Did you do that all yourself or could you tap friends or ex colleagues for information and guidance?
Yes, I did. I asked a friend who had been in not too dissimilar situation, also an HSF alumna, who I brought on as a consultant for a short period of time. One or two others as well. That is the real importance of networks.
Why has the company been successful? Growth, of course, is fine, but there must be much more to it than that.
We recognise that the public transport authorities, in whatever way, shape or form, are our key strategic partners and we look to address their concerns. An example of that is vehicle cleanliness. We spend extra time and therefore money on cleaning buses. I have also done that! The executive team all get to muck in! We also address the key basics, like offering reliable services, convenience for our passengers and cost efficiencies. On top of that, we are pushing governments on decarbonisation and electrification of the fleet. There will always be budgetary issues – electric buses are more expensive than diesel buses.
What is the company’s view about the relationship between transport and its impact on the environment?
It is central to our sustainability strategy. We are committed to rolling out electric vehicles in place of diesel buses and are the largest owner-operator of electric vehicles in Australasia. We’re designing and planning for more depots to be electrified to allow us to continue on track to roll out electrified depots. Our decarbonisation commitments centre on one big target - 100% net zero emissions by 2035. That includes a 100% electric bus fleet, procuring 100% renewable energy and renewable energy generation capacity at all sites.
Does the company have ambitions beyond Australasia?
Yes, we do. In 2022 we completed a joint venture acquisition of the Go-Ahead Group in London, which operates buses and trains. We have operation investments in Ireland and the Nordics as well. We will continue to look into these markets, whether that's organic growth through winning contracts or through M&A. We just have to look at what really makes sense.
Now that you are in a GC role, what do you look for in outside counsel?
One is good communication, so you know what's happening at all relevant times. And the other is just getting on with it. One of the catchphrases in Kinetic is, Just Crack On. We work at quite a fast pace within Kinetic, so we want people who will keep pace with us.
How much do you use outside lawyers?
For the larger projects that we do or any of the M&A projects, we would usually brief that out. We have worked up an acquisition agreement that we think is fair and reasonable, so that it allows us to deal with the commercial points relatively swiftly and then jump into the documentation without too much fuss and bother.
Do you use Herbert Smith Freehills?
Yes, I do, and including my old boss, Andrew Clyne, who knows Kinetic well. There are a number of people within HSF who have built up knowledge of our business and our approach.
You talk about impact on the communities: can you elaborate?
Public transport is a vital service for our communities, both as a way to get around, but also for local employment in the regions in which we operate. By building demand for bussing, increased patronage drives expansion of services, and more employment opportunities.
We are also committed though our sustainability strategy to align our employee cohorts with the communities in which our business units operate. Whether that’s cultural diversity, gender diversity – we feel that this is an important factor in breaking down barriers between our people and the travelling public.
We have a Women Up Front programme that is designed to get women behind the wheel, with support to upgrade from a car licence to a heavy vehicle licence, with training on how to be a bus driver – along with mentor support. Similarly, we have a Moving the Mob program to encourage and support more First Nations people to join Kinetic. These initiatives have been hugely successful in Queensland, and we’re rolling them out more broadly across the business.
In terms of impact, we consider that we have a great platform to do this based on our size and scale. We manage Australia and New Zealand’s most extensive bus network with a team of over 7,300 people moving around 100 million passengers annually.
What experience did you take forward with you from your time at HSF that's been helpful in your current role?
I think one of the things that I've taken is actually not a skill per se, but in terms of the relationships that I built during my time there. I've got people who remain extremely good friends and therefore are really good support network. That is not just in terms of knowing the law, it is joint experience of dealing with people, understanding people’s behaviour and their motivations, which is vital.
Is that HSF network important for you?
Yes, and partly because some of them are my closest friends. We spent a lot of time working together and that galvanizes relationships. There are still people within the firm who I can reach out to and have a receptive ear on the other end of the phone.
How do you like to spend your down time?
I've recently bought a new house in St Kilda East in Melbourne, and so I've been at the other end of a paintbrush and drill for quite some time!
Key contacts
Kym Somers
Alumni Manager, London
Olivia Troop
Alumni Executive, London
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