The General Counsel (“GC”) of a company must wear many hats (lawyer, guardians, coordinators, trusted advisor, businesspersons). A company’s general counsel no longer sits quietly on the sidelines. General Counsel are quickly becoming one of the most involved and informed businesspersons at the company. As a part of the new culture of the modern General Counsel, there is an increasing number of General Counsel sitting on boards of directors.
While not required, having a General Counsel on the board as a member, Corporate Secretary, or both, provides the company with an advantage. Having a legal eye in the room can be invaluable. This legal eye can be reactive, but the modern GC instinctively foresees any legal risk associated with business activities. A board position enables a General Counsel to use their legal eye proactively, providing directors with immediate advice as to the corporation’s needs and current governance concerns with business sensitivity and efficiency
In fact, if a GC adopts the capacity of Corporate Secretary, they can run their legal eye over everything from the formal aspects of the meeting, such as convening and document preparation, and crucially to the substantive issues such as what purpose the minutes will serve as well as correct transcription of the facts and opinions expressed by the board members.
Historically, the role of Corporate Secretary has been limited to office tasks, but today’s complex and sophisticated business world means requirements are vastly different with the role also fast becoming a distinctly legal one due to modern companies’ very specific needs. This change represents the modernization of GC from a solely legal role to a position which encompasses both strategic and managerial positions. The role of a modern General Counsel is increasingly turning into a project manager.
There is something significant in that the General Counsel must not only take care of all follow-up activities from board meetings, they must also ensure decisions are acted upon properly without increasing business risks. A modern GC has accurate and extensive knowledge of a company’s business activities and such knowledge enriches both the company and management. Being the internal main point of contact for senior management enables the General Counsel to answer questions in a faster manner, taking into account the main goals and risks involved. The streamlining of these two roles enables the benefits of the modern GC to be essentially built into to every board meeting.
Having your GC present at board meetings as a member or Corporate Secretary will increase their connectivity, enabling them to undertake their business with an increased knowledge of the wider context and mission of the company. Their proximity to key managers and executives will enable them the GC help steer the ship with the business strategies, priorities and objectives in mind while safeguarding the company from risk, foreseeable and sometimes unforeseeable. Many companies who adopt this methodology of the role of the modern general counsel are starting to see the benefits and they like what they see.