Blog 32 small change: your GC or you
A shared Organisation PSB
- shared purpose,
- and behaviour in your organisation
- is key to its success
Blog 32 small change: your GC, or you
Your GC (or you) is your General Counsel who usually attends your main board’s meetings and always do so if they double as Company Secretary.
Your GC is a solicitor – an Officer of the Court – and, in the UK, is regulated by The Solicitors Regulation Authority (SRA) which requires under STaRS Principle 3 that your GC acts “independently”.
In my view – and there are many who disagree with me (see social media):
- The purpose of your GC is to enable better decisions and outcomes via your main board through excellent legal counsel and process
- Your GC should report to your main board via your Chair, not to your CEO and never to your CFO
- Your GC’s status as an Officer of the Court should be noted in their employment contracts i.e. they are “different” to other employees
- Your GC should waive all bonuses and LTIPs (Long Term Incentive Plans) as these constitute a potential conflict. They could be paid more basic pay to compensate.
- Your GC should tell, not ask, your board what legal counsel and process it needs to achieve its strategy and how much that costs, say $10 for 10 “things”
- If your main board says it only has $7 for Legal, then your GC should only deliver 7 things for $7 and NEVER do the “diving catch” for the other three things and never, but never, agree “do more for less” as if they had been doing less for more all along
- If your GC leads a team then they must ignore their legal training which eschews “feelings” since you can’t lead without high EQ which demands a deep connection with your feelings
- Your GC should never be bullied by anyone in the organisation and if they are they should be able to call on the support of the law and their colleagues in the profession. Members of your main board should be positively petrified to bully your GC.
- Your GC should use a strategic legal target operating model in its dealings with your main board
- Your GC should work with private practice and “new law” to reframe their relationship with your main board
- GCs should be mindful that they have a huge opportunity as enablers of ESG decision-making. ESG is not a fad. It’s here to stay.
- If commercial lawyers – your GC and their private practice advisers – do not relaunch themselves and their model society will lose patience and do it for them.
What if a curious Martian, with no knowledge of legal services but immediate access to terabytes of data, landed on Earth and asked three questions:
- Why were all the lawyers – who are Officers of the Court – not able to prevent or reduce the scale the Global Financial Crash in 2008 and all the major major corporate scandals in recent years?
- Why do some Earthlings treat their lawyers so badly?
- Why do some Earthling lawyers treat their colleagues so badly?
The Martian will have scanned in a nano-second, inter-alia:
Over the last 15 years, I have worked with scores of lawyers in-house and out and spoken and written on matters relating to lawyers as leaders including the following available at https://www.ciaranfenton.com/downloads-tools
- Modern Legal Practice Quarterly: GC role and purpose: a revolution, not evolution, is needed by business and society
- The Law Society of Ireland Annual In-House Conference 2019, Dublin: Building relationships at a time of “change & upheaval”
- IACCM Conference 2019, Madrid: Boardroom decision-making under stress: the impact on hard and soft contracts
- Managing Partners Forum speech 2019: The Future of the Partnership Model
- Pamphlet: The GC/CEO Relationship Post Global Financial Crash: Flourish or Flounder? (PDF) also on Amazon
I believe that society increasingly feels that lawyers have disconnected their purpose from a focus on “the rule of law”.