In contemporary corporate landscapes, the role of General Counsels (GCs) has transcended conventional legal boundaries, encompassing multifaceted responsibilities well beyond legal expertise and the ability to anticipate risk. These leaders now integrate their legal and regulatory acumen with strategic expertise, influence, problem-solving abilities, and governance expertise. This evolution renders them valuable assets for corporate boards.
Recently, we convened groups of GCs from various industries to delve into the intricacies of reshaping perceptions of their role, strategizing their path toward board service, and cultivating opportunities in this realm.
Dispelling Misconceptions about GCs on Boards
A recurring theme of our discussion was the hesitation to include GCs on corporate boards, and the group acknowledged that there are two major misconceptions surrounding this reluctance:
Misconception: GCs are inherently risk-averse, habitually responding with a default "no."
Clarification: Participants strongly contested this stereotype, emphasizing that GCs possess a wealth of expertise extending far beyond their legal backgrounds. The participants noted the GCs expertise in contributing to critical commercial decisions, understanding the business in a holistic manner and being able to balance risk and regulatory issues with a commercial and market perspective. During their careers, these experts often suggest alternative approaches, saying something akin to, "While that approach may not be feasible, let's explore alternative routes to help you achieve your business objectives." Their keen grasp of the business landscape enables them to provide invaluable guidance.
Misconception: A GC on the management team negates the need for a GC as a non-executive director.
Clarification: It is critical to understand that GCs have transitioned into robust business leaders who fearlessly navigate complex challenges and routinely advance the business through strategic leadership. "They are unafraid to steer the ship, engage in difficult conversations, enforce accountability and drive growth” one participant emphasized. Importantly, the presence of a GC on the board does not conflict with having one on the management team; it complements the decision-making process by introducing diverse perspectives that effectively counteract groupthink.
From Governance Experts to Multi-Dimensional Executive
Historically, when lawyers were appointed to boards, it was primarily for their governance expertise. However, contemporary boards now seek a broader spectrum of skills and experiences. GCs must demonstrate their ability to adapt to this evolving landscape. Participants suggested that GCs should approach board membership by considering the increasingly complex impact of global regulatory environments, Environmental, Social, and Governance (ESG) factors, and various business dimensions creatively. Simultaneously, they should be able to convey that they have significant strategy-level experiences and that they have immersed themselves in the intricacies of the business to showcase their capacity to make operational and commercial impacts, thereby dispelling the notion that their focus remains solely on legal matters. While diversifying their skill set, GCs should not lose sight of their invaluable legal expertise, which remains an asset of great significance in board deliberations. Some highlighted their experiences with companies that had lawyers on their boards due to complex regulatory environments, highlighting the current demand for directors with genuine legal backgrounds.
Unlocking GC Potential: Overcoming Challenges and Identifying Opportunities
For GCs who aspire to board service, the natural question is how to start the process. Networking, of course, is a pivotal initial step. “Talk to people and let them know you’re interested in a board seat,” a GC said, noting that her personal contacts were extremely beneficial in finding a board role. Building personal contacts and affiliating with organizations such as DirectWomen.org, which focuses on promoting female attorneys into board positions, can facilitate board role discovery.
Sitting GCs should secure permission from their CEOs to pursue board positions, emphasizing the benefits of external board service for enhancing their executive roles. This firsthand experience on the other side of boardroom dynamics often translates into improved performance as general counsel. “Being on the other side [board as opposed to executive] has made me a better general counsel,” an attendee shared.
Crafting a board-specific resume and biography distinct from an executive CV is essential to communicating your unique value proposition to boards. These documents should tell a focused, comprehensive story about the value you bring to a board. It should include leadership, mentoring, P&L responsibility, governance knowledge, board exposure and management experiences. (Download Egon Zehnder’s guide to writing your board biography.)
Patience is paramount in the pursuit of a first board seat, with an average timeline of about two years for leaders to secure such a position. Participants underscored the importance of adopting a long-term approach and being open to a variety of board opportunities. It is imperative not to limit aspirations to public company boards alone but to consider the industries and the value GCs can contribute across diverse sectors. Service on private company and nonprofit boards not only offers valuable experience but also substantiates the commitment and expertise that make GCs more compelling candidates for future board positions.
The Value of a GC on Boards
GCs are not merely legal experts; they bring a rich repository of skills, strategic acumen, and the ability to navigate the intricate challenges of today's business landscape. Active networking, differentiation, and a resolute emphasis on contributions to the business are key strategies for GCs seeking to secure board positions. The overarching message from our discussions is abundantly clear: the unique perspective and expertise of GCs constitute an asset for any board as they navigate the complexities of the contemporary business world. It is crucial not to underestimate the invaluable insights they can offer. The legal degree can be an additional superpower for the board.
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