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As members of senior management, women general counsel are true partners in running a business. They have a bird's-eye view, and experience with every aspect of the organization. They see it through its successes and failures, identifying, mitigating and managing all kinds of risk.

Board nominating committees and the search firms they engage spend countless hours and resources attempting to find just this sort of experience. Why, then, haven't more women GCs found their way to the boardroom table?

The answer is complex. Part of the trouble is that the overall number of women directors is small. In 1995, 166 Fortune 500 companies had more than one woman on their board. By 2005, that number had only grown to 265. But the other reasons may be more complicated, and may have to do more with how women GCs (and male GCs, too, for that matter) position themselves with senior management and board nominating committees.

The DirectWomen Institute works to identify and develop a select pool of women GCs and other qualified women attorneys who are looking for board positions. It is sponsored by the American Bar Association's Section of Business Law and Catalyst Inc.

"Board member searches are growing increasingly difficult, and to have attention brought to this pool of individuals who may otherwise be overlooked is a value to both the candidates and the companies with board seats to fill," says Karen Cottle, senior VP, GC, and corporate secretary for Adobe Systems Inc.

What can women attorneys do to position themselves for board seats at Fortune 1000 corporations? The institute asked some of its members for advice. Here are their four key lessons for women GCs:

1. Spread yourself around the company. Look for opportunities to get inside the minds of the chief operating officer and the division heads.

GCs must recognize the value of their experience and frame it in a manner that presents them in a much richer context than just that of a lawyer. AARP general counsel and counsel to the board Joan Wise, for example, says her skill set helps the organization's directors. "My areas of specialization -- ethics, compliance, enterprise-wide risk management, and corporate governance -- are the very skills lacking in some of the most recent board and corporate crises and are those most needed to balance the current preponderance of strictly bottom line-oriented board members," she says.

2. Look for opportunities to get closer to the operations side of the business, i.e., expand the services you currently provide as GC so that you have a richer experience with, and understanding of, the business.

GCs are well suited for board service because they have an inside perspective on business, from day-to-day operations to long-term strategic issues. Wendy Shiba, senior vice president, chief legal officer, and secretary of PolyOne Corp., points out: "As members of the executive teams of their companies, GCs already sit at the table with business executives, including the CEO, CFO, and heads of operating businesses." This is the traditional experience of the typical candidate for board service.

In framing herself for a director position, the GC must also have an understanding of what skill set the board is looking for in an independent director. Cottle of Adobe adds: "By selecting a GC to come on a board, a company is not hiring a lawyer; it is selecting a strategic business partner. In order to be successful in the transition from GC to board member, the GC must be viewed as a partner who will bring valuable assets to a board beyond the assumed governance knowledge or regulatory experience."

3. Leave your lawyer hat at the door. Don't be a naysayer; instead, allow yourself to be the problem solver you really are.

Lawyers are professional problem solvers. Corporate attorneys in particular specialize in solving business problems. In-house attorneys for global operations instinctively think in terms of the big picture as they give counsel and advice to their managers and executives. Patricia McQuater, senior corporate counsel at Solar Turbines Inc., says: "The competitive advantage [a GC] brings to a board is knowledge of business considerations refined through the filter of legal issue spotting. The skills and experience required to succeed in the general counsel position are indeed the same type of skills and experience required to set policy for and manage a profitable corporation."

4. Do some "exercises" with your analytical skills. For example, try asking for critical information in ways that don't sound like a lawyer talking.

The decision-making skill set of the GC is of tremendous value to a board, especially in evaluating how important legal issues will affect the company. Top company lawyers have a well-honed set of leadership, communication and negotiation skills. Their jobs require solutions and tough judgment calls on critical business issues. Mary Quazzo, principal counsel for Bechtel Group Inc., says that "GCs are particularly adept at asking focused questions, identifying key issues, developing solutions, and managing unpredictability. An experienced and valued GC also has sound judgment, excellent analytical and implementation skills, and integrity."

PolyOne's Shiba adds, "No board will seek a candidate for the sole reason that she is an attorney. Instead, board search committees should think about the complete package of skills and experiences a general counsel has acquired by virtue of holding that position. The general counsel should be ready to articulate that experience in a meaningful way."

Linda Hayman is a partner at Skadden, Arps, Slate, Meagher & Flom in New York. Mary Ann Jorgenson is a partner at Squire, Sanders & Dempsey in Cleveland. Both were significantly involved in launching the institute. For information on the DirectWomen Institute, see directwomen.org.

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