Study: Enhancing the Working Relationship Between Boards & GCs

Key Takeaways

• Boards and GCs share outcomes; governance models lag behind expanded GC role
• Modern norms require GC input before board materials are finalized
• Recurring meetings with committee chairs and lead directors improve alignment
• CEO‑GC alignment defines when GCs can engage directors directly
• Corporate Secretary should shape agenda flow, executive exposure, and risk framing

Pulse Analysis

The general counsel’s role has transformed from a post‑transaction legal advisor to a strategic partner embedded in risk, compliance, and M&A planning. Heightened regulatory scrutiny, data‑privacy mandates, and ESG expectations force boards to consider legal implications at the earliest stages of strategy formulation. Yet many companies still treat the GC as a downstream reviewer, creating silos that delay critical insights and expose firms to avoidable risk.

Barker‑Gilmore’s recommendations aim to close that gap by institutionalizing early GC involvement. By mandating that legal input shape strategy before board packets are drafted, companies can surface liability concerns, regulatory hurdles, and reputational risks while options are still fluid. Regular, structured interactions with committee chairs and lead directors foster a shared language around risk, while a clear CEO‑GC alignment protocol clarifies when the GC may speak directly to directors, preserving chain‑of‑command integrity. The corporate secretary’s role as agenda‑setter further embeds legal perspective into risk‑framing discussions, ensuring that governance, compliance, and strategic disclosure are coordinated.

Adopting these modernized norms signals to investors and regulators that a firm’s board is proactive rather than reactive. Integrated governance reduces the likelihood of costly compliance failures and accelerates decision cycles, which can translate into faster market entry and stronger shareholder confidence. As board composition evolves and stakeholder expectations rise, the alignment of board and GC functions will become a benchmark of best‑in‑class corporate governance, driving long‑term value creation.