Most, though, fall in the “hard-type change” category (i.e., they affect corporate structures, reporting lines, board committees composition, their institution or change.) Among those in the “soft-type change” category, a less invasive proposal focuses on the role of the secretary to the board of directors and the general counsel of the corporation. It is an approach that any board can safely experiment with and, most likely, get governance benefit from in the short-to-medium term.
The proposal leverages the fundamental and unique dual role that any general counsel plays—i.e., being at once business partner and guardian. Here are some thoughts on the subject:
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