Webinar report: Working with the board

In March 2021, highly experienced GCs Ian White and Simon McCall published the book, Your Role as General Counsel: How to Survive and Thrive in your Role as GC.

With the role of in-house lawyer coming under more scrutiny than ever - and a noticeable lack of any similar type of book for would-be GCs – the timing was ideal. Ian and Simon also wanted to offer non-legal professionals an understanding of the in-house lawyer’s role.

Ian has been the Chief Legal Officer and Company Secretary for listed and major private companies. He now works as a consultant, coach, trainer and facilitator. He has deep expertise in corporate governance and working with boards on effectiveness and enhancement. He also works with directors and lawyers on personal development.

Simon is a business coach and management consultant for law firms, in-house legal departments, barristers’ chambers and other organisations. Simon was a solicitor in private practice with (legacy) Lawrence Graham and has held in-house roles with oil drilling contractor Houlder Offshore and American Express at its EMEA HQ London. 

In early April this year, Ian and Simon joined CLL to present a webinar discussing the thinking behind the book, with a particular focus on working the with the board. Joining them to share some of her experiences in this area was Joanna Day.

Joanna headed up various legal functions for Santander for over 30 years. During this time she gained unparalleled experience through diverse challenges. More recently, Joanna has held GC and Company Secretary interim roles. She regards herself as a business person first and a lawyer second. 
Together with the panellists and questions from the webinar attendees, the event provided some invaluable advice for current and future GCs.

 

Working with your board – some guiding principles

Of course, all organisations are different, with varying people dynamics in play. Some boards welcome the GC to board meetings with open arms, others less so. In cases where the GC is also the Company Secretary, they’ll attend board meetings and take minutes. In rare cases, the GC may be a board member so will have voting rights along with all other directors.

Whatever your relationship to your organisation’s board, good principles to adopt include:

• Always being on top of your brief - and sticking to it. Directors don’t want you to recite random sections of the Companies Act. They want relevant legal advice and guidance specific to the organisation’s current challenges and goals;
• Wear your intellect lightly but your gravitas highly – steer a middle course between being too dour and too jokey. Yours is a serious role, however, staying humble will help keep you approachable;
• Get to know your board – understand each member as an individual as well as the board as a team. Watch too how the board interacts with non-board members and the role any non-executive directors play; and
• Always maintain your independence – remember that while you need a strong working relationship with the CEO and other senior directors, your ultimate client is the organisation itself.

At the board meeting – 5 top tips

To survive and thrive in board meetings, you may find it helps to adopt these five helpful tips:

• Read the board papers before the meeting – preparation is key, especially if the papers mention issues or projects that you may be expected to contribute to;
• Draw a table map with the initials of those taking part – this will not only help you remember who’s who, but make it easier to reconcile comments and contributions to the meeting when you receive the minutes;
• Never bluff – assume you’ll always be caught out if you claim to be familiar with something when you’re not. Always say you’ll look into the question and come back later with an informed answer;
• Don’t dive into conversations unnecessarily – prefer instead to provide direct, meaningful advice. There’s no time in board meetings for inconsequential conversation. That said, do step in to correct any legal or factual misunderstandings around the table; and
• Get to know the chair and any non-executive directors in the meeting and understand the role of the Company Secretary.  Remember the role of the General Counsel is to provide independent advice and input, you’re not there to challenge business decisions or proposals.

Company Secretary anyone?

The session concluded with a brief look at the role of Company Secretary. As many GCs take this role on it’s a good idea to understand how the responsibilities differ from those of the in-house lawyer.

Firstly, the Company Secretary role is very people focused perhaps more so than the GC. You’ll also need a good understanding of corporate governance and deep knowledge of reporting requirements. You may also be expected to take on additional administration duties relating to insurance, pension schemes, intellectual property and more.

The Company Secretary role is often much more involved than many in-house lawyers realise. If you’re offered the job – or are thinking of putting yourself forward for it - find out exactly what it entails in your organisation and whether you can combine it with your existing role.

Get 10% off Your Role as General Counsel: How to Survive and Thrive in your Role as GC

As well as working with the board, Ian and Simon’s publication includes advice on coaching, developing your legal strategy, building your career and much more. You can purchase the book here and when you enter CLLGC at checkout you’ll enjoy a discount of 10%.

This session was also recorded and can be found here.