In a recent survey of 100 in-house legal leaders and 18 Board Directors, a mismatch between how Board Directors and GCs spend their time was identified: a discovery that helps us analyse their evolving roles in modern business. The survey, which formed the basis of Winmark and Clyde & Co's Looking Glass Report 2017, identified two main areas of disparity: time spent on responding to internal legal requests and time spent working on strategic projects for the wider business.
The Board believed that 33% of their GC's time was spent on responding to in-house legal requests, while GCs felt that this accounted for 19% of their time. Commensurately, the Board felt that the GC spent 15% of their time on strategic projects for the wider business; the GCs said they spent 26% of their time on this work. As Winmark suggest, perhaps this mis-match can be attributed to the developing role of the GC, moving away from pure-legal advisory into a strategic capacity, not being noticed by the Board. Alternatively, perhaps much of the GC's role is invisible to the Board, leading to a lack of clarity around how the GC spends their time. At the launch of the report attended by many GCs who participated in the study it was evident around the room that GCs perform a variety of roles according to their strengths and to business-need. Some work closely with and even sit on the Board whereas others are more detached from the management structure.
The Winmark report provides deeper analysis useful to both GCs and their Board, identifying two broad types of in-house counsel, the 'Butler' and the 'Co-driver'.
The Butler:
- Responds to internal requests
- Engages with Board on specific issues rather than having an ongoing dialogue
- Board consider that the less they see the GC the better, as when they do it means there is a problem
- GC has little interaction with the board but works with other internal stakeholders to present integrated proposals to the Board
The Co-driver:
- Key role is to tell internal stakeholders what lies ahead and help avoid obstacles
- Involved from the outset contributing to strategy and objectives
- Has relationships at every level and in every part of the business
- Has a seat at the Board table
There is of course no formula as to what a GC's role should be or how their time should be spent. This report and its classification of types of in-house legal leaders gives all concerned a tool to openly explore the nature of legal role with the Board ensuring that the Board understand how the GC spends their time and enabling all stakeholders to ensure that the GC's time and skills are best used and recognised.
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