In theory, it makes great sense—general counsel have the skill set to make terrific board members, as a recent survey suggests. By virtue of their professional training and analytical approach, general counsel possess traits that are in high demand by boards. Board service may also increase their credibility within the organization. Yet in practice, it makes less than great sense—complicating the general counsel’s practice, bumping up against the Rules of Professional Conduct, and severely compromising the general counsel’s independence.
But even if the answer is “no thanks,” the debate about the propriety of board service serves a valuable governance benefit, to the extent it may prompt board-level discussion on ways in which the input, stature, and profile of the general counsel can be strengthened within the organization.
Clearly, the first step in this effort is to establish the general counsel as valued and permanent staff to all meetings of the board and of all material board committees, as Ben Heineman Jr. has suggested. Governance effectiveness at meetings of both the board and key committees will benefit substantially from having regular, unfettered access to the general counsel. From a corporate responsibility perspective, there is no meaningful substitute.
But there’s more that can be done. Boards that are committed (as they should be) to fully integrating the role of the general counsel within the fabric of corporate leadership should consider implementing any one or more of the following additional measures:
Role Awareness
This involves education amongst the board and the executive leadership team of the unique and multiple roles the general counsel plays within an organization; e.g., as a licensed attorney, a department head, an agent for the corporation in dealings with third parties, a corporate reputation “guardian,” and especially as a business and strategic partner. The organizational role of the general counsel will be strengthened by a greater awareness of her varied roles and responsibilities.
