The UK In-house team at SSQ recently hosted an exclusive General Counsel Roundtable dinner at St James’ Hotel & Club in Mayfair. The evening was chaired by Tom Kilroy, COO of Misys. Previously the General Counsel and Company Secretary, Tom has held various board level roles at Misys, including acting as CEO during a period of significant business change. Guests for the evening were General Counsel and Company Secretaries of a number of both private and public companies across a range of sectors and they enjoyed lively and interactive conversation, finding a significant degree of synergy in their shared experiences.
General Counsel and the interaction with the Board
The discussion centred on the role of the General Counsel and the interaction with the Board. Given Tom’s unique experience, the evening kicked off with him sharing various anecdotes and insight from his own experiences. There was lively discussion around the role of General Counsel and Company Secretary in the boardroom and how much commercial input these roles should allow.
Tom encouraged the guests to reflect on the skills they possess, by virtue of their legal training and at an individual level. He pointed out that the personality attributes required to be a successful lawyer – a skilled negotiator, a collaborative intermediary and being someone used to taking a ‘reasonable stance’ – prove to be useful assets in the boardroom. It was recognised that a General Counsel is uniquely placed to bridge the fine line between the executive’s sales focus and the board’s focus on risk mitigation.
Any successful General Counsel must be comfortable with “being uncomfortable” given the polarised characters often found in any boardroom. One must always seek collaboration but be confident to challenge. Executive compensation, by consensus, seemed to be a particularly difficult area when steering the board.
Some of those in attendance were open about their eventual ambition to move away from the role of General Counsel and into a commercial role, and our guests and our chair uniformly endorsed the notion that there is a limited period of time during which returning to a legal role from a non-legal is both advisable and practical.
Thereafter, a discussion around the experience individuals should seek to accrue in order to facilitate a transition into a non-legal role arose. The key factor here was proactivity. The General Counsel is the master of their own destiny and should illustrate their capability to take on more areas than just “Legal”. For example, General Counsel should consider involvement in projects outside of their usual remit. Tom highlighted the importance of developing a greater understanding of numbers and metrics.
Another skill that Tom highlighted as key to successfully transitioning into a C-Suite role was an ability to delegate. One cannot be involved in every issue and decision so it is crucial to become comfortable in the art of delegation and to develop a strong leadership team who can implement your strategy. One must also remember to focus on high performing individuals and business lines, as time can often be disproportionately spent on dealing with underperforming individuals and business lines. Our guests discussed how these were also key to a successful role as General Counsel. By having a strong deputy / team in both your legal and company secretarial capacity, it allows a General Counsel the time to focus on strategically supporting the Executive Committee and the Board.
Should you take on a Non-Executive Director (NED) position?
Given the lack of movement historically from General Counsel to a C-Suite role, many ambitious General Counsel see their access point to a seat on the Board via a NED position.
Interestingly, the consensus around the dinner table was that in this day and age, with an ever increasing spotlight on corporate governance, the exposure to risk that accompanies an NED role, particularly in a listed company, outweighs the benefits. In order to secure the coveted NED role, whilst legal expertise is valued, what is most important is sector knowledge, a passion for a cause or a technical understanding of commercial dealings. These attributes are more likely to differentiate a General Counsel as an NED candidate, not their legal expertise.
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SSQ is keen to continue running these kind of informative and collaborative events.