Based on insights from BarkerGilmore’s June 2026 General Counsel and Board Alignment webinar. The distinction between reporting relationships and professional responsibility can define the effectiveness of a General Counsel and the strength of corporate governance.
Contributors: John Gilmore | Marla Persky | Mary Ann Hynes | Anna Richo | Nichelle Maynard-Elliot
The General Counsel occupies a unique position within corporate leadership. As a member of the executive team, the GC typically reports to the Chief Executive Officer, participates in strategic decision-making, and advises management on legal and business matters. Yet the role also carries professional responsibilities that extend beyond any individual executive.
While most General Counsel report administratively to the CEO, the legal client is the corporation itself. The distinction becomes particularly important when legal concerns involve executive leadership, material enterprise risks, or matters requiring independent board oversight.
For General Counsel, understanding the difference between organizational reporting and professional responsibility is essential to maintaining credibility with both management and the board.
The General Counsel Works for the Company, Not the CEO
During BarkerGilmore’s June 2026 discussion on General Counsel and board alignment, Managing Partner John Gilmore shared an example from a senior legal executive interview involving a CEO and board chair.
The candidate was asked a deceptively simple question: Who does the General Counsel report to?
The question reflected a previous governance concern. A former General Counsel had been slow to inform the board about an issue involving the CEO, raising questions about independence and the executive’s understanding of the role.
John explained the answer the board was seeking: “You don’t work for the CEO, you don’t work for the board, you work for the company.”
The distinction has significant implications for executive leadership. Although the CEO typically oversees the General Counsel’s performance and day-to-day responsibilities, the GC’s professional obligations are owed to the corporate organization.
An effective General Counsel must therefore balance a collaborative relationship with executive management against the independent judgment required to protect the company’s interests. Most often, those responsibilities are aligned. The challenge arises when management preferences conflict with material legal, ethical, or governance considerations.
When Should General Counsel Communicate Directly with the Board?
Direct communication with directors is an important component of effective corporate governance, particularly when sensitive matters involve executive leadership.
Nichelle Maynard-Elliott, an experienced corporate director and Compensation Committee Chair at Xerox, emphasized that circumstances may require a General Counsel to communicate independently with the board.
“There are times when it’s absolutely necessary, right? And the GC has to remember they represent the company; they don’t represent the CEO.”
Potential examples include CEO misconduct, significant compliance concerns, executive succession matters, or other situations where independent board oversight is necessary.
Nichelle suggested that a General Counsel facing a sensitive issue may need to approach the board chair or lead independent director to determine how best to communicate the concern.
However, independent access does not mean disregarding established governance relationships whenever disagreements arise. General Counsel must exercise judgment about the significance of the issue, the appropriate escalation process, and the potential consequences for the organization.
Anna Richo, a corporate director serving on the boards of Exelon and Illumina, emphasized evaluating the materiality of the concern before determining whether direct board communication is warranted.
“What’s the risk here to the company?”
For material issues not involving the CEO personally, Anna described a preference for informing the CEO of the intention to raise the matter with directors. Such an approach preserves transparency while ensuring the board receives necessary information.
When the concern involves the CEO, however, a different communication process may be appropriate.
The underlying principle is consistent: The General Counsel’s responsibility to the organization must guide decisions about when and how material concerns are escalated.
Does the General Counsel Need a Formal Reporting Line to the Board?
Although direct board access is important, a formal secondary reporting relationship is not necessarily required to establish effective governance.
Mary Ann Hynes, BarkerGilmore Strategic Advisor and Executive Coach, emphasized that established practices and open communication can be more important than organizational structure.
“I don’t know if you need to make it so formal. I think practice can rule over formality.”
Nichelle similarly observed that organizational culture, board expectations, and executive leadership practices influence whether General Counsel can engage appropriately with directors.
From a director’s perspective, an unwillingness to permit reasonable communication between the board and senior legal leadership may raise governance concerns.
The most effective arrangement allows General Counsel to maintain a productive relationship with the CEO while preserving appropriate access to the board when circumstances require independent legal advice or escalation.
Rather than focusing exclusively on reporting charts, organizations should consider whether their governance practices support transparency, independent judgment, and timely communication of material risks.
Why Independent Judgment Matters in General Counsel Selection
The distinction between reporting to the CEO and representing the corporation has important implications for organizations evaluating General Counsel candidates.
Technical expertise and industry knowledge remain essential, but boards and CEOs should also assess whether candidates demonstrate the judgment, executive presence, and professional independence required to navigate sensitive leadership situations.
A candidate’s experience working with directors is valuable. More revealing, however, is how the executive has handled competing priorities, difficult conversations, and circumstances requiring independent judgment.
Executive interviews should explore questions such as:
- How have you handled a significant disagreement with the CEO or another senior executive?
- Under what circumstances would you communicate directly with the board?
- How do you determine when a legal or compliance concern requires escalation?
- How have you balanced business partnership with independent professional judgment?
The answers can reveal whether a candidate understands the broader responsibilities of corporate legal leadership.
For sitting General Counsel, the same considerations underscore the importance of developing strong relationships with executive management and directors before challenging situations arise. Established trust and clear communication protocols can make difficult conversations more productive and reduce uncertainty when timely action becomes necessary.
Effective Governance Requires Both Partnership and Independence
The General Counsel’s effectiveness depends on maintaining two complementary responsibilities: serving as a trusted strategic partner to executive leadership and exercising independent professional judgment on behalf of the organization.
Neither responsibility diminishes the other. Strong relationships with CEOs can enhance the General Counsel’s ability to influence business decisions, while appropriate board access helps ensure material legal and governance concerns receive necessary oversight.
Ultimately, the most effective General Counsel understand that organizational influence comes with professional accountability. Reporting structures establish management relationships, but the obligation to protect the corporation’s interests remains central to the role.
For CEOs and boards, selecting legal leaders who understand that distinction is fundamental to building an effective governance structure and a resilient executive leadership team.
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