Although more broadly focused on how general counsel (GC) and boards align and misalign on the GC’s role, enterprise value, and engagement, among the many interesting and noteworthy data points and insights revealed in BarkerGilmore’s report: “The GC-Board Alignment Gap” are these pertaining to GC-Board interactions.
GCs were asked to indicate how frequently or consistently each of the following occurs in their role (with “Not Applicable” meaning the item does not reflect their responsibility) and directors were asked to indicate how frequently or consistently each of the following occurs with their organization’s GC.
Notably, the data reveals a high level of engagement between GCs and board members:
- Nearly 80% of GCs and 94% of directors reported direct meetings between the board and GC outside formal sessions on an occasional, quarterly, monthly, or more frequent basis.
- Three-quarters of GCs and 88% of directors say the GC has standing access to committee chairs outside meetings occasionally, quarterly, monthly, or on a more frequent basis.
- Over three-quarters of GCs (78%) and 89% of directors cite pre-meeting discussions between the GC and the key directors before major agenda items on an occasional, quarterly, monthly, or more frequent basis.
- Less common but still a majority practice, 51% of GCs and 54% of directors say the GC sits in executive sessions with directors outside the presence of the CEO.
Asked what one aspect of their interaction with each other they would change if they could, GCs most commonly identified the frequency and cadence of interactions (55%), direct access to directors and board leadership (45%), and opportunities for one-on-one informal engagement (40%), while 75% of directors would seek more frequent and ongoing communications, with 40% wanting clearer planning, structure, and agenda discipline to improve the quality of their interactions.
Additional insights encompass where each of boards and GCs believe the GC delivers the greatest enterprise value; how the GC’s time is currently allocated vs. where boards place the highest importance; which practices most strengthen alignment (and why relationships outperform structure alone); and the clarity and effectiveness of GC performance feedback.
The report is based on a survey of GCs and board members across sizes and governance structures, as detailed on page 6.