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Growing trend: GCs serving on corporate boards

Board directors discuss the opportunities and challenges of in-house lawyers serving on corporate boards

Yesterday, lawyers gathered at Sidley Austin’s Chicago office to learn more about the opportunities, issues and best practices related to serving as board members of public and private companies.

The law firm partnered with the legal search consultancy Major, Lindsey & Africa and the executive search firm Diversity in Boardrooms to host an invitation-only panel discussion titled “General Counsel on Corporate Boards: Opportunities and Best Practices.”

Cindy Burrell, president of Diversity in Boardrooms, moderated the panel, which included Sidley Austin Partner John Sabl; Paul Williams, Chicago office managing partner at Major, Lindsey & Africa; and Sara Hays, principal of SLH Advisors. Each panelist was formerly a general counsel and now serves on multiple boards.

The discussion focused on a recent trend. “There is an increase in the number of lawyers—specifically general counsel—on boards,” Williams said. For instance, he noted, Goodyear Tire & Rubber Co. recently named General Mills Inc. GC Roderick Palmore to its board of directors.

Sabl said regulated industries and companies that have had compliance problems are particularly interested in having lawyers on their boards. “Companies that are thinking globally about what they need want lawyers on their boards,” he said. Additionally, he noted that there’s a need for more in-house lawyers to assume board positions as companies continue to encounter issues involving the Foreign Corrupt Practices Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Sarbanes-Oxley Act.

Some of the skills boards routinely look for, according to Burrell, include leadership capabilities, ability to build consensus, integrity, ability to follow through on commitments and relationship-forming skills. Hays said GCs offer all those benefits and more—including analytical skills, knowledge of regulations and risk-management experience—to boards, which makes them ideal candidates. They key to landing a position, she said, is networking and letting your contacts know you’re interested in joining a board of directors.

Panelists noted that the interview process for board positions is vastly different than the process for regular jobs. For one thing, the process is much longer and can include one-on-one chats with executives and board members as well as formal panel interviews. Hays said GCs interviewing for board positions should research the prospective companies, focus on what they can add to the boardroom and tell board members how they will provide strategic oversight. Preparation, perseverance and patience are critical, she said. Williams added that GCs must reformulate their resumes to be shorter and structured to show the value they’d bring to their prospective boards.

There are a variety of concerns to consider before accepting a board position, panelists said. Williams noted that GCs should consider a company’s culture, dynamics, risk calibration and tone at the top before joining a board. Sabl added that GCs also must ask themselves whether they’re willing to commit 5 percent to 10 percent of their time to their board duties. “Make sure it is a company where you could play a meaningful role as a director,” he said.

For more insight about how GCs are interacting with boards, read “General counsel's heightened influence in the boardroom.”

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