In an in-depth study into the changing nature of General Counsel (GCs), Kathryn Britton, a partner with KPMG, described the value of the GC's presence in the boardroom this way:
''General Counsel have a holistic view over a business...supplemented with their legal expertise, they are ideally placed to take a proactive role in advising the company on risks and opportunities.'' This picture of a newly imagined and empowered GC seems in keeping with the growing multitude of demands and expectations that companies place on their legal teams. As chief architect of that legal team, the GC must navigate the realities of day-to-day regulation and litigation while advising on the company's future direction.
In fact, a recent report on the evolution of the General Counsel broke the ''new'' duties down into three key roles. In addition to the legal work you perform for the company, many organizations want you to be:
- A Business Leader. As a business leader, you must provide sound legal advice to board members and other managers based on your legal acumen and your overall understanding of the company's values and interests.
- A Risk Manager. As a risk manager, you must be constantly vigilant, both to outside threats to the company and to the company's own risk-taking ventures. As part of this role, you are expected to be fully versed in the technicalities of compliance and in the full array of regulatory obligations by which each entity must abide.
- A Key Communicator. As a key communicator, you must articulate trends, positions, analysis and legal standings to stakeholders like board members or prospective investors, while also effectively communicating company initiatives to regulators and internal team members.
- Stay current on the fiduciary, statutory and regulatory responsibilities of a business entity, its directors, officers, managers and partners.
- Better advise the board, management and committees on corporate governance matters.
- Maintain a consistently accurate corporate record that reflects all transactions, filings, reports and audits.
- Provide secure access to the corporate record to support the work of your legal team of select members of other departments as the need arises.
- Legal names and identification numbers.
- Office addresses and contacts.
- Date of entity formation or dissolution.
- Entity directors, officers and managers.
- Entity type and country of central operation.
- Registered agent information.
- Critical entity dates, such as board meeting and annual meeting dates.
- Critical entity records, such as articles of incorporation, bylaws and contracts.
- Track entity attributes, capital structure, management structure and ownership information.
- Maintain accurate records regarding which jurisdiction each entity files in and each corresponding annual report.
- Understand country-by-country entity requirements for all subsidiaries outside the US.
- Access the company compliance calendar for filing due dates and mandatory board meetings.
Media Highlights
Environmental, social and governance (ESG) issues have become more complex and multifaceted than ever before. At the same time, ESG continues to ascend on board and leadership agendas.
In this buyer’s guide, we explore what a market-leading ESG solution should look like and highlight the key areas organisations should be prioritising as they embark on their search.