General Counsel: The Best Board Resource You’re (Probably) Not Using

Your general counsel can provide your company with invaluable legal advice. But did you know they also can play a critical role when it comes to supporting your board’s performance? In recent years, more has come to be expected of board members — guidance for companies switching to “green” initiatives, collaboration with management teams, and increasing contributions to corporate strategy development.

However, some major corporations have discovered an unexpected way to increase board performance and value: collaboration with general counsel.

How General Counsel Can Help Your Current Board

Most board members undergo some kind of assessment, self-assessment, or both every year. After all, even the strongest company won’t do well for long if members of the board don’t perform as well as they should. One of the most important takeaways from these assessments is that no matter how effective a board of directors is, there’s always room for improvement.

When it comes to addressing shortcomings, however, board members are generally left to their own devices. Your general counsel can help them take the next steps and create meaningful change to boost both individual performance and the performance of the board as a whole. These are some questions for you and your company’s general counsel to consider:

  • How do we best evaluate and address board performance at the level of the individual, committee, and full board?
  • Which board member do we select to lead the process and evaluate outcomes?
  • Is it worth bringing in an external partner to improve transparency and overall effectiveness?
  • How do we optimize the process to get better results?

It’s particularly important to consider bringing in an outside person to assist with the process. In order to offer the best guidance, your general counsel needs as much accurate information as possible. Many board members feel more comfortable sharing concerns with an outside person.

Your general counsel can help your company choose the outside party to bring in to assist with the assessment process. They also can be instrumental in helping your current board develop an assessment process for identifying and remedying issues.

How General Counsel Can Help You Recruit New Board Members

When you have an open seat on your board, current board members (and more specifically, the nominating and governance committee) are typically responsible for recruiting, evaluating, and selecting candidates.

As you might expect, your general counsel should not take over this process. But just as they can help optimize board performance, general counsel can also help optimize the process in general:

  • Planning: General counsel can help your board define objectives and create a general outline of the search and interview process
  • Delegation: Different committees or board members are responsible for different stages of the process — general counsel can help decide who does what
  • Sequencing: Planning the stages of the search and hiring process is one thing, but sequencing is often something else entirely
  • Evaluation: Meeting and interviewing candidates is one of the most important aspects of the search, and general counsel can help the board plan for both
  • Broadening the Search: If you need to work with an executive search firm to find more candidates, general counsel can vet firms to help you select one
  • Keeping the Board Informed: It can be difficult to make sure every board member is kept in the loop about the search status, but general counsel can assist in creating a strategy to keep everyone informed
  • Keeping the Shareholders Informed: Shareholders want to know who is directing the companies they’re investing in — general counsel can help the board maintain and improve shareholder communication

Throughout the process of recruitment, interviewing, and decision-making, your general counsel can be a valuable resource. General counsel essentially operates in this role as a consultant — they enhance the process while still allowing board members to be the final decision-makers.

How General Counsel Can Help With the Onboarding Process

The process of recruiting and selecting a new director is often a long and grueling one. While your board of directors will likely breathe a sigh of relief once they’ve chosen the right candidate, the process doesn’t end when your new board member accepts your offer.

The onboarding process is your new board member’s first taste of what serving on the board will be like, so it’s critically important that the process is smooth and tailored to the new member’s needs.

However, your shareholders (and likely the other members of your board) will be eager to have the new member start making meaningful contributions as soon as possible. That’s where your general counsel can be extremely useful. They can help the board evaluate the current process and make changes to increase both effectiveness and efficiency.

To accomplish these goals, your general counsel can take the following actions:

  • Helping to design and implement a mentorship program (either formal or informal) for directors who are new to the board
  • Assessing standard information made available to all new executives (and helping make changes if needed)
  • Assessing specific information designed to fit the new director’s role (and helping make changes if needed)
  • Gathering feedback (if it hasn’t been gathered already) from board members who have recently been through the onboarding process

Just as with the recruitment process, general counsel doesn’t need to take the lead here — unless the board selectively decides they should. Your general counsel can help advise the board on difficult decisions. 

As a bonus, having the assistance of an experienced general counsel can boost your board’s credibility while increasing returns for shareholders — both great things for your company!

Working Toward a Better Board

It’s important for your board members to understand that bringing in general counsel is not an indictment of their performance. In many cases, your general counsel isn’t going to reinvent the wheel — they’re simply going to work with your board members to finely tune an already effective performance.

Think of it as a team effort — when you, your board members, and your general counsel all work together, you can take your company to new heights.