The chief legal officer is sometimes called upon to resolve disagreements between board members, and between executive leadership and the board. As primary governance adviser to the organization, and as a “wise counselor” to both the board and management team, this is now becoming a critical role for the CLO.

A series of recent developments is serving to expand the CLO’s role as “governance referee” in order to address jurisdictional conflicts arising between board committees. These developments include the Department of Justice’s (DOJ) emphasis on the use of executive compensation in the compliance program; the DOJ’s enforcement of President Joe Biden’s executive order on preserving competition; the “Great Resignation” and the need to refocus on executive retention and succession planning; and the current economic volatility threatening operational results and financial stability.