The General Counsel’s Role in Supporting Culture: Five Considerations for Directors

This tool is designed to provide directors with information about key issues in assessing the extent to which the GC’s reporting structure, role within the management team, and relationships  with senior corporate leaders as well as with the board itself position him or her to support a healthy corporate culture. 

As part of the board’s corporate-culture oversight activities, directors should consider the role of the general counsel (GC) and how the board’s relationship with the general counsel serves to support an appropriate culture.

The general counsel is the corporation’s chief legal officer, and the board of directors is the  highest authority for the general counsel’s client, the corporation. The GC advises the corporation, through the board and senior management, on matters of corporate governance, compliance, risk management, internal controls and ethics. All of these areas are closely related to corporate culture. Therefore the quality of the interaction between the board and the general counsel will have a considerable impact on the board’s oversight of, and influence on, culture.