Board Advice for 1st Time General Counsel - NACD BoardVision
If your job is to advise on the many gray spaces in corporate governance, you’d better check your decisions—then check them thrice. In this episode of BoardVision, Adam D. Amsterdam, corporate vice president and general counsel at Broadridge Financial Solutions, Inc., and Christopher Clark, publisher of NACD Directorship magazine, discuss how zealous care to detail—and the willingness to admit a lack of knowledge—forges trust in the corporate counsel.
Christopher Clark: The relationship between the general counsel and the board is a critical one. Particularly if you're concerned with board performance and we all are. I'm Chris Clark, and this is BoardVision. I'm joined today luckily by Adam Amsterdam, the general counsel of Broadridge Financial. Hi, Adam.
Adam D Amsterdam: Hey, Chris, thanks for having me.
Christopher Clark: How can that first time general counsel get off on the right foot?
Adam D Amsterdam: Well, my advice to a first time general counsel is pay attention to the little things when you're dealing with the board. Because unless you have lawyers on your board and generally you won't have many if any lawyers on the board, they're not going to be in a position to necessarily assess you on your legal skills. But they will be able to assess you on things that they're familiar with. Things as mundane as there delivery of board materials, getting them on time, getting them a week before a board meeting. Making sure that the board materials are all presented in a uniform way, so.
Christopher Clark: Are they seeking perfection or?
Adam D Amsterdam: It's been my experience that they're seeking perfection. Because typographical errors in board materials, the way the board will look at that is, well, if this person can't make sure that words are spelled correctly and grammar is correct, how good a job are they doing on the stuff that I'm not an expert in? And those things will never be said out loud, but they're things that can linger in a director's mind.
Christopher Clark: They assume that you're a great effective lawyer, no one's perfect, but you're a great lawyer. And that time to, what you say is really building trust. Because you're not only a communicator/facilitator, you're an advisor to the board and the CEO. And I think that's the critical part.
Adam D Amsterdam: That's right. And outside of the CEO, the general counsel will likely have the most contact with all of the board members.
Christopher Clark: I've talked to many really well respected GCs who say they kind of live in the gray. I have no idea what that means, what does it mean?
Adam D Amsterdam: Well, I know what that means.
Christopher Clark: Okay, good.
Adam D Amsterdam: For the questions where there are black or white answers, hopefully you have the right type of legal staff in your legal department is general counsel. You'll have a bunch of lawyers who could give answers when the right answer is either black or white. But what the general counsel's role is is everything that's between black and white, the gray. With the critical thinking that comes along with practicing law for a bunch of years and the way of analyzing situations that come from a legal perspective, really applying that background and that training to the risk assessment individual business decisions. And all of those, when I'm involved, they're never black and white answers, they're always answers that are gray. And people look to me as general counsel to say, okay, what do we think is the right path and what's reasonable? And that's not just the CEO and the members of senior management, it's also the board.
Christopher Clark: It may sound simplistic, but being a straight shooter with your board and being a straight shooter with your CEO, why is that critically important? I think it is.
Adam D Amsterdam: You know, fundamentally, it boils down to the issue of trust. And it's very difficult to get things accomplished when there's not a trusting relationship between the people who are working. And certainly the relationship between a CEO and a general counsel, there has to be unqualified trust. And you build that trust by knowing the answers, getting to the right decisions. But you also build that trust in my experience by saying that you don't know something when you don't know it. CEOs by and large are pretty smart people. Board members by and large are pretty smart people. And they have a lot of experience outside of your company. I've always found that it's much better to say I don't know but I will get back to you within 24 hours, I'll get back to you before dinner, I will get back to you before the end of the meeting with an answer. Much better to do that than to try to fudge your way through it and hope that you're right. Because chances are.
Christopher Clark: You're not going to get away with it.
Adam D Amsterdam: You're not going to get away with it. And once you destroy that trust, I think it's very difficult if not impossible to rebuild it to back where it was.
Christopher Clark: As we wrap up here, I want you to go back eight and a half years. If there was an Adam Amsterdam eight and a half years ago and was advising you, what last thing, you know, do you wish somebody said to you? You know, an experienced GC so, you know, don't forget.
Adam D Amsterdam: Don't forget to triple check, double checking's not enough. Don't forget to triple check before making an important decision.
Christopher Clark: Adam, thank you so much for coming today.
Adam D Amsterdam: Thank you, Chris.
Christopher Clark: If you'd like to learn more about board dynamics, board culture, the relationship between the C suite and the board, please visit NACDonline.org. And if you'd like to learn more, and I think you would, want to learn more about shareholder engagement, shareholder communications, actual virtual shareholder meetings, please visit the Broadridge site. I'm Chris Clark, and this is BoardVision.
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