Best Practices for Building a Successful Board-General Counsel Relationship

Strategic Advisor and Coach Peter Ganz, former Chief Legal and Compliance Officer, Senior Vice President, General Counsel and Secretary of Ashland Global Holdings, Inc., is joined by Brendan Cummins, former CEO of Ciba Specialty Chemicals and current Board Member of Ashland Global Holdings, Inc., and Vada O. Manager, Founder/CEO of Manager Global Holdings and current Director of Valvoline Inc., to examine what it takes to forge a strong and rewarding connection between the GC and the board.  Based on their invaluable experience as corporate executives and board members, the participants provide observations and practical advice to help General Counsel set expectations, create processes, and maintain effective lines of communication, particularly in today’s environment.

Below are highlights from the webinar.  To learn more, the video recording and podcast are available on this page.

The unique relationship between a public company’s board of directors and its General Counsel is a critical element in creating an effective board dynamic as well as advancement of the organization’s long-term goals.  However, a successful relationship is multi-faceted, with the GC serving as a key advisor and facilitator on a broad range of subjects and as a bridge to other members of senior management.

Develop and demonstrate a high VQ or Versatility Quotient.

It is good practice for the CEO, board members, and business leaders to be aligned regarding what the General Counsel role is and what it is not.  At the same time, General Counsel – and aspiring General Counsel – need to appreciate that they may be expected to adapt to different roles according to business needs.  This ability to shift from one set of issues to the next can be defined to as having a high Versatility Quotient.  It is further underscored by the fact many GCs have multiple titles with distinct responsibilities:

• Senior Vice President: Acts as a strategic business partner to help move the business forward.
• General Counsel: Maintains oversight of all legal functions, risk management, and M&A.
• Corporate Secretary: Serves as advisor to the board and partner to board leadership.

“Understanding the Versatility Quotient of those three different buckets is important to create a successful relationship with the board.  As a board member, my relationship with the General Counsel is as important as my relationship with my iPhone.  I really depend upon the General Counsel in many scenarios.”
Vada O. Manager

Be aware of how the differences manifest.

The relationship the GC has with the board differs significantly from the relationship the GC has with the CEO and other senior executives.  Ideally, the GC should be at the table with the board at each point of the board meeting (excluding executive sessions), participating and advising the directors on an ongoing basis.  Unlike the other senior executives, however, the GC must have a strong line – even a direct line – of communication and interaction with the board.  This may be a direct reporting line for certain situations, but in all cases it should be a dynamic line such as the General Counsel enjoys with the CEO.  In addition, the extent of the overview that the GC has across the whole company is very different from the limited perspective of a line manager or other executives and establishes a unique and distinct relationship with the directors.

“In this context, the GC can transfer the type of issues coming up in one area of the company to another and recognize what’s happening in one place could also happen in another.  This broad view allows the GC to advise others on how to avoid issues that have occurred elsewhere in the organization.  I think these are quite distinct types of relationships for a GC as compared to another type of executive, and I think they are important differences.”
Brendan Cummins

 Maintain and deepen communication in today’s virtual environment.

“When there is a very positive relationship between the board members and the general counsel with a lot of dialogue and mutual respect, it’s vital to know how to continue to develop it in the current environment where so many meetings or virtual.  Do board members need to have offline conversations with their General Counsel?”
Peter Ganz

For the most part, virtual meetings have not stopped the ongoing communication between the board and the General Counsel.  Other than changing the medium, the conversation still continues.

In fact, in many cases, the shift to virtual makes the conversation less formal and, as a result, easier.  If there was enough trust built between the board and the GC before the pandemic, this disruption has likely not broken the trust between them.

Peter Ganz and our team of professionals are available to help accelerate the relationship between a General Counsel and the board.  Please reach out if you or your organization may benefit from our recruiting, leadership development and coaching, or legal and compliance department consulting services.  Let us help you build and optimize your legal and compliance departments.