1. Know the business. To effectively guide the Board on decisions that are in the best interest of the company (your ultimate client), you must have a deep understanding of the business and become immersed in the challenges that the industry or your organization encounters. This will equip you with a strong understanding of key risks within the business and enable you to foresee potential issues.

 Tip: Make time to visit operational business sites to improve your understanding of the business. Walk the halls, visit manufacturing sites, connect with ‘power’ users of your legal services.

2. Leverage your team. The Board will expect you to answer questions on a wide range of issues. Have a clear understanding of the skillsets of your legal team so you can quickly source the expertise and answers you need. 'Be prepared' and do your homework with your team in advance of Board meetings so you can anticipate issues.

Tip: Make sure you have team members aligned to and building expertise across the themes that are likely to arise at Board meetings (e.g., ESG, AI, data privacy, regulatory changes, and cybersecurity). Ask for updates on all these themes prior to any board meeting.

Tip: Keep track of litigation involving your competitors – these 'stories' can help you to drive home commercial points. Ask your law firms to help track these cases for you.

3. Use external counsel to reinforce or deliver difficult messages. Being able to lean on your external counsel can be invaluable, particularly in Board situations where having guidance from an external advisor may be more impactful.

4. Be the calm before, during and after the storm. As a GC, you must be able to provide independent advice robustly and in a measured and calm way, particularly when dealing with a crisis scenario. Know who you will call on in a crisis.

Tip: Ask your law firm if they do any crisis scenario planning – most will do these on dawn raids or cybersecurity breaches. These types of exercises are good preparation and great for team development.

5. Navigate conflict effectively. Handling conflict at the Board table is an important skill. Before you go into a Board meeting, always be prepared. A GC should already know from the Board papers what issues of conflict may arise and be prepared with a strategy for dealing with them. If you are aware that there will be conflict on a particular issue, it can be helpful to have relevant discussions beforehand with key stakeholders to understand the commercial objectives and parameters and to express legal advice and views with them before the Board meeting.

Tip: Speak to the Chair of the Board about how they are running their meeting and encourage them to seek perspectives from all around the table – this helps inclusion, diversity, and equity (I,D&E) and leads to robust decision making.

6. Support your Non-Executive Directors (NEDs). If there are going to be complex issues going to the Board that have a strong risk or legal dimension, offer briefings to NEDs in advance so they come to the meeting with the depth of knowledge necessary to understand the issues.

7. Consider your personal impact. As GC, you need to have a 'high refraction index,' like a diamond, meaning you have the highest speed of light compared to other gemstones and you shine brightly across many attributes: (i) being relatable – building strong relationships and trust; (ii) being reliable; (iii) having relentless curiosity and passion for understanding the business and its legal landscape; (iv) patience and measure for the review, judgment, and criticism that will inevitably come your way; (v) striving for transparency and candor in reporting on legal issues and risks; (vi) while at the same time, effectively understanding and managing legal risk – knowing when confidentiality, privilege, and without prejudice discussions are required; and (vii) having the courage to take on your responsibilities and have difficult conversations.

8. Champion ID&E. As GC, you are going to be focused on ensuring that your Board is meeting its legal and regulatory obligations around Board diversity. Use this requirement to champion the importance of different viewpoints being expressed in the Board room and equity being given to all attendees and viewpoints.

Tip: Arrange a meeting with the Board Chair that is focused on inclusion. Seek their perspective on whether all voices in the room are given airtime and whether divergent views are being put forward. Discuss opportunities for enhancements and strategies to facilitate improvements.

9. Build relationships before you need them. Building trust in your advisory capacity is essential, particularly when you must give advice that a recipient does not wish to hear. So, how do you build that trust? Use your approach and words carefully. Start a difficult conversation with a statement of intention and principles to set an open and constructive framework for having difficult conversations. You will build relationships of trust by being consistent with your intentions and principles.

Tip: Arrange meetings with colleagues outside of the Board setting. Understand their portfolio and challenges in depth. Ask for invites to their team meetings.

10. Say 'no' in the right way. The most difficult part about leading change as a General Counsel is that the legal viewpoint might conflict with the viewpoint of other stakeholders. This can be simplified if you’ve done the groundwork in advance to be viewed as a business partner. Think about how you frame your advice and how you respond to questions, particularly how you say ‘no’. Find ways to provide constructive alternatives or advice on how to achieve the business goal.

Tip: Plan sentence constructions that work for you. For example:

• I understand why you want to do' x', but I think to achieve that goal we need to consider the risks around 'a' and 'b'.
• When we talked about this business idea before I referenced 'x' as something we need to look at. I've done some research since and think we would need to be careful about 'y' and 'z'.