Boards rely on GCs more than ever. Research conducted in 2016 found the GC’s primary role was expanding to include strategic advisory responsibilities. After six years, the January 2022 study of 226 public company board members found that 75% prefer their GCs express views on business strategy and actively participate in strategic planning in addition to core responsibilities as legal counselor and manager of legal risk, though only about 65% reported receiving this support.
Adding the GC’s voice to any strategy conversation only helps strengthen the directors’ duty of care argument, should something go wrong. Case in point 86% of directors say the GC routinely attends nominating/governance committee meetings, and 79% for audit committee meetings—that proportion is slightly lower, at 59% for compensation committee meetings.
Does increased board involvement mean directors are taking part in appointing GCs? Results show, 73% of directors believe the board should be involved in the appointment of the GC, and none of them recommend exclusively considering internal candidates. The general sentiment shows alignment among board members that the chair, lead director, or the nominating/governance committee should be given the opportunity to review the final candidate and provide guidance, but that as with any other C-suite officer, it is not the board’s role to select the GC.
This aligns with BarkerGilmore’s experience placing general counsel. In reviewing these results, John Gilmore, Managing Partner of BarkerGilmore, said during the search process for a new GC, “The board values and recognizes the importance of soft skills, such as character, communication, and leadership, but expects these skills to have been evaluated and confirmed by the CEO and members of the ELT during the interview process.” The board expects involvement in the search process but trusts the CEO to make the selection.
Overall, the survey reveals opportunities for boards and GCs to improve their relationships and expand their contributions beyond the issues of corporate governance, compliance, ethics, and regulatory compliance. Deep knowledge of corporate laws and regulations are inevitably top-of-mind when choosing a general counsel—and unsurprisingly topping the list of skills and attributes most important for the job, according to directors. But for boards to derive added value from their GC, and, more specifically, the strategic insights they seek from the role, the focus may need to change.
To view the full study, download Leveraging the GC: How the Right General Counsel Can Enhance Board Oversight, a report by BarkerGilmore and Corporate Board Member.
BarkerGilmore is a boutique firm recognized by CEOs, boards, and executives as best-in-class legal and compliance executive search professionals and leadership consultants. With a team of advisors and recruiters spanning the United States, BarkerGilmore’s client roster includes leading consumer, energy, financial, healthcare, industrial, and technology companies.