What a General Counsel can do for corporate governance

General Counsel wear many hats - from guardians to leaders to coordinators. Gone are the days where a company’s counsel sat quietly to the side, modern General Counsel are fast becoming one of the most involved and informed business functions. A part of this modernization sees an increasing number of General Counsel sitting on boards of directors.

While not required, having a General Counsel on the board as a member, Corporate Secretary, or both, provides the excellent advantage - having a legal eye in the room. This legal eye need not be reactive, and in fact a key aspect of a modern GC is in their ability to instinctively foresee any legal risk associated with business activities.

A board position enables a General Counsel to use their legal eye proactively, providing directors with immediate advice as to the corporation’s needs and current governance concerns with business sensitivity and efficacy.

In fact, if a GC adopts the capacity of Corporate Secretary, they can run their legal eye over everything from the formal aspects of the meeting, such as convening and document preparation, and crucially to the substantive issues such as what purpose the minutes will serve as well as correct transcription of the facts and ideas expressed by the directors. This will not only result in consistent documentation but also highly contextualized documentation as every meeting will be well structured and with business strategies, priorities and objectives in mind.

The amalgamation of General Counsel and Corporate Secretary, where permitted, has obvious advantages and would represent a significant value-add for all stakeholders involved. Historically, the role of Corporate Secretary has been limited to office tasks, but today’s complex and sophisticated business world means requirements are vastly different with the role also fast becoming a distinctly legal one due to modern companies’ very specific needs.

This change represents the modernization of GC from a solely legal role to a position which encompasses both strategic and managerial positions. Pier Luigi Lucatuorto champions this modernization, saying, “I believe that the role of a modern General Counsel is increasingly turning into a project manager.” 

There is something to be said for this, especially given that as guardians of a company General Counsel must not only take care of follow-up activities from board meetings, they must also ensure decisions are acted upon correctly without incurring needless business risk.

If we consider for a moment the main guiding principle of a General Counsel, which is thorough knowledge of a company’s business, the amalgamation of GC and Corporation Secretary makes good sense. Accurate and extensive knowledge of a company’s business enriches both the company and the internal customer, and as the main point of contact of senior management General Counsels are expected to answer questions, taking into account the main stakeholders. The streamlining of these two roles enables these principles to be essentially ‘baked in’ to every board meeting, resulting in an increase in efficiency and efficacy as well as further integrating General Counsel into company structure.

A connected General Counsel is a highly effective GC. Having your General Counsel present at board meetings as a member or Corporate Secretary will increase their connectivity, enabling them to undertake their business with an increased knowledge of the wider context and mission of the company. Their proximity to key stakeholders will enable them to help steer the ship with the business strategies, priorities and objectives in mind while safely guarding the company from risk, foreseeable or otherwise.