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Black General Counsel 2025 – An Initiative for Change

In 2017, it started out as a challenge put forward by Ernest Tuckett, who [at the time was general counsel for the Americas region of a chemical company] is currently vice president and general counsel of Verisign, to his colleagues in the Black general counsel community. The goal was simple – increase the number of Black general counsel and chief legal officers in large corporations with the initial goal of increasing the number in Fortune 1000 companies from 38 to 50 by the year 2020, and from 50 to 100 by the year 2025. Aiming for an incremental increase to 5% and 10% Black representation in the most senior corporate legal roles in under ten years may sound like a modest target but, as Tuckett and his colleagues found out, in a profession like law even modest change can be hard to come by.

To gather momentum behind his initiative, in 2018 Tuckett teamed up with April Miller Boise, currently executive vice president and chief legal officer at Eaton Corp. Together they co-founded the Black General Counsel 2025 Initiative (BGC 2025), which has an advisory council of over 20 leading Black general counsel and corporate counsel leaders aiming to help high-quality Black in-house lawyers make the move into leadership positions.

In 2020, the murder of George Floyd – and the protests that followed – brought the lack of boardroom diversity into sharp focus. It was, says BGC 2025 member Phyllis Harris, who is also general counsel, chief compliance, ethics and government relations officer at the American Red Cross, a tragedy that forced corporations to acknowledge their responsibilities to Black communities.

‘Unfortunately, sometimes it takes an action-forcing event for people to understand why we need to bring a full diverse spectrum of people into our organizations’, ‘It was a wakeup call for companies to ensure they have equitable policies and practices,’

Seeking to turn tragedy into action, BGC 2025 has already built up a formidable steering committee. GC hears from some of its leading figures on how they creating a network to lift diverse talent and why improving retention, culture and the pipeline are crucial to creating lasting change.

Where it starts

For any underrepresented group, visibility is essential. For BGC 2025, drawing attention to Black leaders in the legal profession and across the C-suite is itself an important political intervention. However, says BGC 2025 co-founder Ernest Tuckett, to bring about real and lasting change the in-house profession needs to provide a pipeline for up-and-coming diverse attorneys.

‘I believe this initiative will inspire more lawyers coming up the ranks to consider becoming a general counsel. From the initiative they can get a realistic roadmap of how to get there and understand the various paths GCs have taken to reach that level,’ says Tuckett.

There is no one path for lawyers to become GCs, instead there are a variety of identifiable and definable skills and experiences that will make people better candidates. We have identified those skills in our programme. We have created a community to build a stronger pipeline.’

Specifically, the BGC 2025 initiative provides a platform for diverse attorneys who are leaders in their own right to connect with more established and senior leaders in corporate America, including current and former Fortune 1000 GCs and board directors.

To bring about real and lasting change, the in-house profession needs to provide a pipeline for up-and-coming diverse attorneys.

The plan as set forth by the group is to: identify all current and former Black GCs in Fortune 1000 companies; create an ‘Ideal Core Criteria’ to be a successful GC; use that criteria to identify “ready now” Black GC candidates; and then connect those candidates with mentors, opportunities and recruiters.

“At the same time, we started reaching out to the community for people to self-identify that they were ‘ready now’ for a general counsel role at a Fortune 1000 or equivalent company, based on the criteria on our website (www.blackgc2025.com). As a result, we have over 40 “ready now” Black lawyers in our cohort,” says Tuckett.

To prepare these lawyers for general counsel opportunities, the cohort participated in training sessions and received mentoring from Fortune 500 general counsel, board directors, executive coaches, executive recruiters and other prominent business leaders.

Through the pipeline

Within the legal profession, just getting a foot in the door can be challenging for minorities. To become general counsel – let alone at a Fortune 1000 company – requires not only an elite education and decades of experience, but often also a strong peer and mentor network to draw on for advice and support. Addressing the wider and systemic issues that can hold back minority candidates is a long process, but, says Keir Gumbs, chief legal officer at Broadridge Financial Solutions, organisations can do more to help attorneys get on the career ladder.

‘Many organizations talk about the challenges they face with respect to the pipeline, and that is not limited to law,’ But there is a counter narrative with respect to the common pipeline – opportunity is not distributed evenly, but talent is. There are people with all kinds of backgrounds that have tremendous talent and potential, but they do not necessarily get the chance to show or develop it.’

In order to change the diversity at c-suit the pipeline to the top for diverse talent needs to strengthen. This has been a primary goal for the Black General Counsel 2025 initiative since its inception.

‘The initiative is really about identifying diverse talent to the recruiters because a lot of companies hiring often say that they do not know how to find diverse talent. Well, diverse networks are a way to find diverse talent. Sometimes you have to spoon feed the people searching for diverse talent,’ adds Tuckett.

‘There is a huge pool of diverse lawyers, and it has been very pleasing to find so much rich Black leadership talent in the profession. It proves the point that when you go looking for diverse talent specifically, you will find it.’

To become general counsel – let alone at a Fortune 1000 company – requires not only an elite education and decades of experience, but often also a strong peer and mentor network to draw on for advice and support.

But fostering this talent and enabling them to be in the mix for executive level jobs consistently requires a lot of intentional effort. Networks focused on bringing opportunities to candidates are pivotal to bridging the pipeline gap.

‘Networks are the only way that I personally believe things really happen,’ says Tuckett.

‘Especially at the executive level, the knowledge of a job vacancy is usually only known by the company and the recruiter. The recruiter will start calling top level general counsel who they know to see they are interested or if they will recommend someone for a position.’

‘So, if we focus on the current and former Black general counsel as a key cog in that network – as well as other general counsel allies who are not Black – we can ask them to feed the knowledge of GC opportunities back into our network.’

Building a community that promotes pathways for diverse lawyers is not only about making diverse talent accessible, it is also about making them visible. The BGC 2025 initiative, along with other minority groups such as the Hispanic National Bar Association (HNBA) and National Asian Pacific Bar Association (NAPABA) also utilise networks to build pipelines and improve visibility.

Gain and retain

Yet, to see more diversity within the c-suit recruitment is only half the challenge. Being able to retain a diverse workforce is equally if not more important.

‘You can hire as many people as you want to hire, but if you cannot keep them, it is a wasted cycle,’ explains Gail Myers, executive vice president, chief people officer and secretary at Denny’s.

‘Retention is a big deal from my perspective. Good retention prevents companies from going  through a cycle of hiring and reinvesting multiple times to fill a single role.’

Also as a member of the BGC 2025 initiative, Myers admits when it comes to raising the number of Black GCs in Fortune 1000 companies, action is required from organisations to make minority groups feel more included.

‘What is missing from the retention equation is the feeling of belonging. Unless you are purposeful about making sure everyone feels like they belong, you are going to lose people as they move up the ranks,’ says Myers.

A sense of belonging can also be fostered by visible role models. Seeing lawyers from diverse backgrounds in leadership positions signals to young attorneys that this law firm or this company is accepting of diverse talent.

‘Many people of color who I know gravitate to a workplace where there are others who look like them – especially in leadership positions,’ explains Tuckett.

‘Mentors will show you where the door is, but sponsors will open that door and turn on the light when you walk in.’

‘There is a sense of belonging and inclusion because if an attorney sees a leader that looks like them, they think it’s possible to move up at that company. If someone who looks like me can get promoted here, then maybe I can, too.’

For Lisa LeCointe-Cephas senior vice president, chief ethics and compliance officer at Merck Sharp & Dohme Corp, networking has been instrumental to moving up the corporate ladder.

‘I would not be where I am today without networking. Mentors as well as sponsors are so important. Mentors and sponsors are different, and both required. Mentors will show you where the door is, but sponsors will open that door and turn on the light when you walk in,’ says LeCointe-Cephas.

‘It is really important for people of colour and underrepresented ethnic groups to have a strong sponsor who is going to walk into that room when you are not there and put your name forward for leadership positions.’

Cultivating culture

Part of retaining diverse talent is creating an inclusive company culture that ensures minority hires have access to the same opportunities as the majority.

‘The environment and culture of an organization is critical. No matter how good an organisation is on paper, no matter how good their business model is, at the end of the day businesses rise and fall with culture,’ says Keir Gumbs.

As former vice president and deputy general counsel at Uber Technologies Gumbs has witnessed first hand what a welcoming and inclusive environment can mean for diverse talent.

‘Uber made it a point to make sure that diversity was core to all conversations, all activities. It really can make a big difference in making people feel welcome and in inspiring employees within the organization to grow,’ he says.

Although culture can trickle down from the top, it is also a key component for companies to consider during the hiring process.

Carlos Brown, senior vice president and chief compliance officer at Dominion Energy believes it is important to cast a wider net and to consider more than just work experience when building a team.

‘I have been in an organization that only recruits for expertise. But what that company then demonstrated is that you can have someone in a certain practice area of 20 years that, has subject matter expertise but no leadership skills that your company can benefit from,’ explains Brown.

‘But when you are building organisational culture attitude, aspirations and values of the individuals you are bringing into a company are just as important as their knowledge and skillset.’

Therefore if a job spec can be expanded to include more than just expertise, the result will be a more diverse pool of candidates.

‘What I have done is ask what is really required,’ says Brown.

Qualifications are important, but finding the right candidate that fits the company culture is also crucial.

‘The idea that you have to be super narrow with specific experience actually discourages increasing diversity. When the job criteria is edited to include leadership and initiative, all of a sudden you will have a different pool of candidates. It is important to remember just because someone has been working in the same area of law for 20 years, does not mean they are always the right person for the organisation.’

Qualifications are important, but finding the right candidate that fits the company culture is also crucial.

The diversity bonus

The BGC 2025 members not only push for diversity within their own teams and companies, but also from the firms they choose to work with.

‘It is very important for us (general counsel) inside companies to hold outside counsel accountable by providing financial incentives,’ says Gumps.

‘When I was in private practice we had a client that imposed benchmarks for diversity. If these benchmarks were not met a portion of our compensation would be withheld. Think of it as a diversity bonus. In that instance, it was not surprising that the teams servicing that client were the most diverse teams in the firm. Diversity mattered because it mattered financially.’

Attaching a financial incentive signals to law firms that diversity within their teams should be a priority believes LeCointe-Cephas: ‘When we bring in outside counsel to work on an investigation it is important to us that we see women, and underrepresented ethic groups as well as LGBTQ persons. I also want to see that they have substantial roles and responsibilities as well.’

Even though there is no business case for homogeneity, law firms sometimes need a reminder of that fact. ‘A financial incentive is sometimes helpful in expedited the process,’ says LeCointe-Cephas.

Wanji Walcott, executive vice president, chief legal officer and general counsel at Discover Financial Services agrees that in-house counsel have a responsibility to push for more diversity in law firms.

‘I always felt like it was my responsibility as in-house counsel to have an impact on law firms. What I am seeing post George Floyd is that it is still my duty because it is an area within which I can make an impact. I feel like we are moving in the right direction. There is so much more accountability and purpose now, ’ says Walcott.

Even so, members of the Black General Counsel 2025 initiative strongly believe that hiring and promoting lawyers for diversity is not about meeting a corporate checklist. There are real economic benefits when companies are intentional about who they hire.

‘Diversity is about enabling your company to make better decisions. People bring different viewpoints. The conversation will always be different when the team having that discussion is diverse,’ says Gumps.

Equally important is ensuring that when lawyers from diverse backgrounds are given a seat at the table their voices are heard.

2020 was a turbulent year, however those still fighting towards equality have not wavered in the face of adversity.

‘What you want to be doing is fostering an environment in which people can voice their concerns and feel like they have been heard,’ shares Rick Sinkfield, chief legal officer at Laureate Education Inc.

‘I believe having different types of people in your company leads to more creative and innovative ways to stay ahead of the market. You are going to be thinking about your products or services from a perspective that is reflective of the wider community,’ he says.

Better than when we started

Even though Black America has made a lot of progress, it is evident that more still needs to be done to boost representation in corporate leadership. As a result, the Black General Counsel 2025 Initiative aims to elevate Black GC talent by providing visibility and a chance to be considered for GC opportunities to those who seek to move up the corporate ladder.

‘We need to work hard at creating a level playing field for the future,’ says Tuckett.

‘I still think there is a lack of intentional direct effort to find and hire diverse talent into leadership roles. In my experience, I have encountered a mindset among many that if they do not discriminate that is enough. That is great start. I believe there are also unconscious biases in human beings as well as institutional obstacles that need to be overcome in the hiring process.’

The easiest way of overcoming unconscious bias is to intentionally include people who would not otherwise be traditionally included. This requires deliberate effort for both companies and law firms.

2020 was a turbulent year, however those still fighting towards equality have not wavered in the face of adversity. The Black General Counsel 2025 initiative and its network of members believe it is important to sustain momentum and keep moving forward.

‘I am quite optimistic that we will get to a place where the boardrooms and C-suits across the country look more similar to the communities that companies are supporting and servicing,’ says Gumps.

‘I do not think progress is going to be linear. With all things that are hard there are going to be many ups and downs. But I do believe we will get there, it is just going to take time.’

For the time being Tuckett admits working towards the goal of seeing 10% Black general counsel in Fortune 1000 companies by 2025 is going to require a lot of work.

‘This is an ambitious goal and in my view it is going to take a lot of effort from the Black general counsel who are currently seated in GC positions. They will be the ones who will get the phone calls available GC about opportunities.’

Although progress may at times feel slow, the conversations around building an inclusive, diverse and equitable legal profession continues to push the movement forward.

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Foreword: We Need to Talk About Race

The 2020 racial reckoning ignited a conversation at Weil, like many organizations, about justice and equity. To meet that watershed moment, we had to come together to catalyze meaningful change in society, the legal profession, and also within the Firm. In this moment, Weil’s Diversity Committee developed a mission statement with a special focus on our Black Attorneys and Staff, and reviewed over 175 ideas to develop an action plan.

As Co-Chair of the Diversity Committee, my primary goal for Weil’s Black attorneys is to help to make them successful. By “successful,” I mean continuing to foster a workplace culture conducive to their success, and continuing to focus the Firm’s efforts at recruiting, retaining and advancing attorneys of color, particularly our Black lawyers. Moreover, “success” means ensuring that our Black attorneys not only have the opportunities to excel, but that they get the specific skillset and training to take their practice to the next level, whether at Weil or elsewhere.

Leadership and Accountability: Two advisory boards were formed, one comprised of Black partners and the other of Black counsel and associates, to work with Executive Partner Barry Wolf. Each board meets with Barry Wolf, the Firm’s Executive Partner, monthly to advise on a range of issues of importance to the Firm, including but not limited to diversity-related topics.

In addition, we enhanced multiple accountability mechanisms to foster greater partner engagement, including new questions on the annual partner report card and upward review surveys for counsel and partners and an additional scoring element focused on Black attorney representation on Leadership Diversity scorecards.

Career and Leadership Development: BLAST (Black Lawyers Achieving Success Together) is a new initiative investing in the Firm’s Black talent. The BLAST program for senior Black attorneys features Management Committee Sponsors, individualized business plans, executive coaches, and group leadership sessions. Mid-level and junior Black associates participate in level-specific monthly sessions facilitated by external leadership experts. The partner mentors of Black associates participated in a pilot program to strengthen mentoring across different skill sets. In addition, we developed Jumpstart – a resource for new and lateral Black associates which pairs a Black partner with an associate upon joining to support their transition to the Firm.

Diversity Education: To raise awareness to the systemic nature of racism across broader society, we held over 30 programs as part of a Racial Justice series, addressing the impact of racism in many facets of society – ranging from health care to the criminal legal system, with thought-provoking speakers such as Professors Ibram X. Kendi and Kimberlee Crenshaw. Furthermore, we devoted both our 10th annual mandatory diversity education program and our biennial Diversity Month programming to being actively antiracist, and also highlighted the intersectional dynamics of racism, including with disability and gender identity.

Nearly two years later, we are reflecting both on our results and where attention is still needed. We now have 9 Black partners in 6 different practice areas and resident in 5 offices globally. Since 2020, we’ve also increased our Black senior associate ranks from 2% to 7% which establishes a foundation for future growth.

In the words of Barry Wolf: “While the issues we grapple with as a nation are not new, the collective energy towards change we have witnessed as a community signals a cautious hope for a better future.” I am proud that through the sustained commitment and intentional investments of the Firm – at all levels – we are making meaningful change. We invite you to join us on this journey to collectively address racial justice in our profession.

Adé Heyliger,
Partner and Co-Chair Diversity Committee,
Weil, Gotshal & Manges LLP

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Rick Sinkfield, chief legal officer, chief ethics & compliance officer, Laureate Education, Inc.

My personal experience, and certainly the experience of my family, really shows the positive impact education has made when it comes to gaining opportunity. I do not mind sharing that only one of my grandmothers was able to attend teaching school, and that was under very dire conditions during segregation in the United States.

My grandmother faced legal and de facto restrictions on her ability to travel within the U.S. and never could barely imagine traveling outside its borders, yet within a couple of generations, her grandson became the chief legal officer for a company that, at one stage, spanned 30 countries.

This really shows that in the span of just 50 to 60 years, education can change your family situation. Even more inspiring is, if you can replicate this thousands, or hundreds of thousands of times – you can change society.

Such massive change can seem like a daunting task. But you have to start with one family at a time, one institution at a time. That is how society can move forward.

Making it affordable

As a company, Laureate has always been on a mission to create opportunity for its students, faculty and community. We believe that access to affordable, quality education is essential to increasing opportunity.

Although the history of our company has been global, we now work in Mexico and Peru, where we educate a combined total of about 380,000 students. Many of the countries that Laureate has operated in have suffered from vast inequality. There is this nexus that the more people you bring into the economic livelihood of a community, you will, by definition, promote and expand diversity.

Laureate is a for-profit company, so unless we can deliver quality educational experiences to our students, the students won’t come. We know very well that our services have to be affordable. Moreover, our institutions have to be of a certain quality as well.

We know people get educated not just for the value of that education, but for what that education can really do for them in their lives. So, it is important to ensure that our students get a return on investment.

There is this nexus that the more people you bring into the economic livelihood of a community, you will, by definition, promote and expand diversity.

For example, when we were operating in Brazil, our universities had some of the highest enrollments for minorities and women. But, diversity in the Brazilian legal profession was lacking. A group of local lawyers started a program  to encourage Black, or Afro-Brazilians, to join the legal profession. As a company, we were very quick to partner with this program to get our graduates additional training and to give them the best chance to compete in this highly competitive profession.

There is the social aspect of education, but there is also the economic aspect. The two are interrelated and that is why we focus on quality and affordability. Different markets have different needs. The US market is the most expensive market in the world; this model does not work for other countries. So we adapt. Some countries offer very little financing for non-public education, so that is a huge driver for us to make things affordable.

Leveling the playing field

When it comes to building a more diverse and inclusive legal profession, the first barrier is the difficulty of getting positive exposure to who lawyers are, what they do, and what are the many avenues that a career in law can provide.

There are a lot of good people trying to make the profession more inclusive. But the profession, by its very definition, is designed to be exclusive. You have to take difficult entrance exams and professional exams. It’s all designed to make entering the legal profession even harder.

So, when people make it through law school the question is not who gets to become a lawyer, but who stays a lawyer? Retention is an area that often gets overlooked. People have to ask: are diverse lawyers getting the same exposure and making it to the higher ranks of management?

It is important that diverse lawyers do get the opportunity to move up the corporate ladder. If you do not have diversity in the people who make laws and the people who enforce laws, you will get unequal results. One group will be favored over the other – and we have seen that happen time and time again in countries around the world, not just in the United States.

Institutions are made up of people, and if you want institutions to grow and enterprises to be effective, then people have to be happy.

My legal team has always been diverse. At one point, my group was about 75% women and that was across lawyers and non-legal staff. I am very proud of that, because it has been in countries where the barrier for women to achieve senior leadership roles is even higher than in the United States.

In the past, we have also intentionally focused on diversity among our interns so that we are training the next generation of diverse lawyers. That includes diversity in gender, race and economic disenfranchisement. Interestingly, when you focus on economic disenfranchisement, you can end up impacting other cleavages of inequality.

You are welcome too

Institutions are made up of people, and if you want institutions to grow and enterprises to be effective, then people have to be happy. People are speaking up now. They are saying that their beliefs, goals and wellbeing should not be separate and subservient to some corporate or institutional goal that they did not help to define.

An interesting example, which I think is going to become more common generally, is gender identifiers in your email signature block. This is a strong social shift that I can see taking place at universities. Universities tend to be ahead of everybody because they have young kids who are cementing change.

A few years ago, I attended a planning meeting at a large U.S. university. As we went around the room all of the students, faculty and administrators introduced themselves, while also sharing their pronouns: he/his/him, her/she/hers, they/them, etc. Now, I have seen this shift happening within corporate circles and in business meetings.

I never had to grapple with feeling shut out due to my gender identity, but over time I have realized that what is important is the community. If people are telling you they do not feel welcome, you need to listen. If I introduce myself using gender pronouns, I am signaling to others in the community that they are welcome.

This is a critical pivot in worker management and corporate behavior. The key is to listen and try to make the workplace an environment where everybody can excel on their merits and performance. You cannot sustain a world in which people are forced to work in ways that they believe are antithetical to their very existence, to their very being.

If colleges and workplaces are willing to have the tough conversations, we are moving in a positive direction to building more diverse, equitable and inclusive workplaces.

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Harvey Anderson, chief legal officer and corporate secretary, HP Inc.

I’m a proud alumnus of Marquette University and during my time there, I was enrolled in the Educational Opportunity Program (EOP) that motivates and mentors first generation college students. Although I was studying Engineering at the time, EOP’s director, Dr. Arnold Mitchem, changed my life by inspiring me to pursue a career in policy – and the rest is history.

There is no excuse

The numbers tell the story here. 2020 American Bar Association research shows that 37% of US lawyers are female, 5% are Black, 5% are Hispanic and 2% are Asian. We have a lot of work to do to increase diverse representation in the law. There’s no excuse. We must break down barriers and lay an open pathway that attracts, welcomes and cultivates diverse talent.

The lack of intentionality compounded with ineffective processes are the biggest barriers that I see. Clients haven’t historically demanded diverse talent. Recruiting firms, driven by client requests, go to the same networks that don’t necessarily include diverse talent pools.

However, the tide is turning, due to the demand for diversity from many organizations, especially after the 2020 racial equity movement.

Being intentional

Diversity, equity and inclusion have to be part of a company’s core values. At HP, we believe in the power of diversity to drive innovation. This means diversity in thought, background and experience, as well as the traditional dimensions of diversity. This has led us to assemble one of the most diverse board of directors in tech. We even went as far as testifying in front of the California State Senate to support legislation that would require diversity in corporate boards. We also have a very diverse executive leadership team, with 53% total minorities and 30% women. Together, they make up the backbone of our DE&I infrastructure that propels us to make meaningful progress over time.

At HP, we believe in the power of diversity to drive innovation. This means diversity in thought, background and experience, as well as the traditional dimensions of diversity.

A tangible example is how our leaders have rallied behind our ambition to become the world’s most sustainable and just technology company. As part of that, we set some of the most ambitious DE&I goals in the tech industry – such as to achieve 50/50 gender equality in leadership by 2030 and meet or exceed labor market representation for racial ethnic minorities in the US– and launched an inaugural Racial Equality and Social Justice Task Force.

Working towards a better future

Diverse leadership matters. It creates a domino effect, where everyone becomes more intentional at hiring and retaining talent. It also fosters a mindset of change to eliminate processes and policies that have historically held underrepresented groups back. In other words, we must affirmatively adopt processes that reduce unconscious bias and create a more inclusive and welcoming environment. It’s a journey, not a destination.

Last year in my legal organization, we started requiring 50% of our candidates to be diverse. One of the ways we make that happen is by partnering with organizations like the Black General Counsel 2025 Initiative (BGC) and the National Bar Association. Ultimately, we want to be certified by Diversity Lab under the Mansfield Rule. When candidates are interviewing, we intentionally put together a diverse panel to get a well-rounded perspective.

Internally, we remain committed to creating a sense of belonging for all of our employees. This requires paying attention to a host of small and large practices to retain the talent we want and need.

Externally, the legal department has a ‘holdback’ program, which has been in place since 2017, and it requires our US-based law firm partners to maintain minimally diverse staffing on HP matters. The compliance rate doubled from 46% at launch to nearly 100% today.

While we’re proud of our progress, we are constantly evaluating opportunities to push the envelope.

Where we all belong

My vision is to build a workplace that has a strong sense of belonging and inclusion so we can help our business reach its full potential. This means DE&I must be a business imperative, not a ‘nice-to-do’. It will require all of us to step up, become change agents and question the language we use, the assumptions we carry and the seemingly benign processes we use that may actually work against our goals.

Finally, in our efforts to find the best talent, we must refrain from only looking at a portion of the total talent pool. We believe, as shown by many studies, that diversity improves business outcomes. It’s not a zero-sum game. When we champion diversity, we all succeed in the long run.

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Ernest Tuckett, co-founder of the Black General Counsel 2025 Initiative, and vice president, associate general counsel, Verisign

I have had mentors that saw valuable qualities in me that I did not see in myself.

I have been very fortunate in my career. I spent many years at a law firm before making the leap to in-house counsel and, during my journey, I ended up meeting mentors who saw leadership potential in me.

They foresaw that I had the ability to take on stretch assignments outside of my focused disciplines, and roles as an executive leading teams. Over my career, I have led  a number of legal teams in leadership roles including as General Counsel for the Americas region of a chemical company and in my current role reporting to the General Counsel of a global public company.  I believe I have made good on all those opportunities that my mentors and managers have entrusted to me. I am so grateful to all the folks who have seen something in me and supported me for opportunities and promotions and hired me into leadership roles. This is one of the reasons that I am passionate about giving back and helping others on their career paths. It was a driving impetus for me co-founding the Black General Counsel 2025 Initiative (www.blackgc2025.com).

Labor of love

It all started in the summer of 2017, at the annual convention of the National Bar Association. During an event of the Commercial Law Section, I was asked to give a presentation about the ‘State of Diversity in the In-house Bar.’ In the talk, I challenged the Black general counsel in the audience to set an aggressive goal and work together to increase the number of Black GCs in Fortune 1000 and other large companies.

In the audience at the time was April Miller Boise, then general counsel of Meritor and now general counsel of Eaton Corp., both Fortune 1000 companies. Together, we founded the Black General Counsel 2025 Initiative. The Initiative is a labor of love to help other talented lawyers receive the benefit of mentoring and networking. Our primary aim is to draw attention to the talented Black leaders in the legal profession who are ready now for top level general counsel roles.

Our initiative creates a strong network by connecting current and former Fortune 1000 general counsel with aspiring Black legal leaders. The Advisory Council has developed a list of the key skills required to secure a top-level general counsel role. Through the Initiative, we share general counsel job opportunities with various corporations, and we create connections with executive recruiters who lead those searches. This gives the members of the cohort of the initiative a chance to put their names in the hat and be considered when opportunities arise. We currently have a cohort of 41 legal leaders in the initiative.

The community created by the Initiative is also a good resource for recruiters or anyone who wants to find diverse talent. One of the hardest parts of moving up the corporate ladder is knowing about opportunities. High-level jobs are rarely advertised, and we rely on our network to help make these job openings known to the lawyers in the cohort and in the Black legal community generally.

Meaningful mentors and the power of networks

Mentoring is so important to grooming future leaders in the corporate world, and this is especially true for underrepresented groups, such as women and racial minorities. Not every lawyer will get the chance to become a general counsel, but when selecting the pool of people who will get exposure to opportunities to expand their leadership skills and qualify for general counsel roles, we need to strive to make sure there is diverse talent in that pool.

Having a mentor and a champion in my hiring manager and first boss at DuPont was a game changer for me, and that is why I tell everyone that mentors are so important. Various mentors in my career have helped me see my own leadership potential and they have guided me through some low moments when my confidence was shaky and I could not envision myself doing bigger things.

Mentoring is so important to grooming future leaders in the corporate world, and this is especially true for underrepresented groups, such as women and racial minorities.

I have given back by mentoring many others. I am proud to say that a number of my mentees and former direct reports are now general counsel and/or hold leadership positions in national and international corporations.

Networks are powerful resources. Networks include a wide variety of people at all different levels from a cross-section of areas who have some common connection to us and provide a bridge to opportunities and to other people who can do the same. Strong networks include people who will put our name forward for opportunities. It is critically important that rising attorneys have networks that include people who will help them move along their career paths.

One of the simplest ways to create more diversity is to make sure that people not traditionally thought of when discussing future leaders are intentionally included. Building a network of Black rising leaders, as we strive to do in the Initiative, creates a pipeline of diverse talent for leadership positions. Providing diverse talent with a realistic road map on how to become general counsel will inspire more lawyers from different backgrounds to prepare themselves and aim for leadership positions.

In the right direction

When thinking of ways to help increase diversity, we all have to start somewhere, so do not despise small beginnings. If your efforts enable you to hire even one or two diverse employees, that will make a difference. People tend to gravitate to the places where they can find allies and people who look like them. In my own career, I have seen that employing diverse talent leads to more diverse talent in the workplace. When an organization has diverse lawyers, especially at the leadership level, they attract other diverse employees to the organization. Most people in underrepresented groups do not want to be the ‘only one’ at their company on in the department.

There is a past history of women and minorities being excluded from professional opportunities. The current statistics demonstrate that the number of women and minority executives in Fortune 1000 companies remains low. Ultimately, we need professional diversity initiatives aimed at trying to address any lasting effects of the past exclusion of underrepresented groups. Our goal should be trying to level the playing field for everyone in the future.

Having major corporations and law firms engage in intentional effort to find diverse talent when opportunities arise will go a long way towards making the profession more equitable.

Overall, many companies and law firms state that having a diverse team is critical to them performing at their optimal level, based on various studies supporting this conclusion. There is evidence that the legal profession is trying to create more opportunities for underrepresented groups. Over the years, we have seen improvements for some groups but, for others, including Black professionals, improvement has been lagging.

Having major corporations and law firms engage in intentional effort to find diverse talent when opportunities arise will go a long way towards making the profession more equitable. The Black General Counsel 2025 Initiative is striving to do our part to answer the common question of “where is the diverse talent?” In addition to the 41 members in our cohort, our website (www.blackgc2025.com) has two lists of current and former general counsel which include more than 200 names of Black lawyers who are or have been general counsel of a range of companies. One of those two lists is the Fortune 1000 and Global 1000 Black GCs.

I ask recruiters, CEOs, and hiring managers to visit our website and contact us when looking to find diverse talent for a GC or other legal leadership search, and for board director positions as well.

The Black General Counsel 2025 Initiative plans to help increase the number of Black GCs by focusing on:

  • Identifying all current and former Black GCs in the Fortune 1000 and other large companies
  • Setting forth ideal core criteria to be a successful GC
  • Using the criteria to identify ‘ready now’ Black GC candidates
  • Connecting Black GCs and ready now candidates to new GC opportunities and to executive search professionals who focus on GC recruitment
  • Connecting ready now candidates and new Black GCs to each other, and to mentors and advisers, to help with their searches and career paths
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Wanji Walcott, chief legal officer and general counsel, Discover Financial Services

Diversity, Equity and Inclusion (DE&I) has been a passion point for me for a number of years, starting well before I was a general counsel. What I liked to do, earlier in my career, was bring together women lawyers for information sharing, to boost each other up. When I did that informally, prior to becoming a general counsel, I realized there is a lot of power that in-house counsel hold. I realized we could do the same thing with respect to women who are outside counsel.

Taking responsibility

So, I created an informal program where we could have lunch with some of our top law firms and ask them to bring their high potential female counsel, senior associates, and female partners, so we could get to know them.  Also, if we were giving out work, we could make sure that the women we were getting to know across our law firms were afforded the same opportunities as their male counterparts. From there, we decided that we were going to send letters to managing partners at law firms in support of women who had done great work for us. That is something that I still do.

Fast forward to being a general counsel, I signed on to the Mansfield Rule certification program, which is all about promoting equity and inclusion, normally within corporate legal departments, but also at law firms.

In our department, we are measuring all that we do in terms of interviewing, hiring and the extension of offers. We are also making sure that, when we have any high-profile assignments, we have a diverse plate being considered to make sure that we are thinking broadly and not just going to the usual suspects but developing our talent across the board.

I always felt like it was my responsibility as in-house counsel to have an impact on law firms.

I feel like what I am seeing now, post-George Floyd, that it is still my responsibility because I do think I can have an impact on change. But I also feel like law firms and other corporate legal professions are taking a great deal of initiatives to drive change in their own organizations. So, I feel like there is much more accountability and purpose now than there was previously.

It is not to say that there weren’t people who were focused on DE&I previously, but I feel like last year we were at this inflection point where everybody was really focused on it. So, it really is a matter of sustaining that momentum now and making sure it wasn’t just a moment but more of a movement that will be sustained over time, with everybody focused on it.

Setting your sights

I knew from very early in my legal career that I wanted to be a general counsel. I knew I loved being in a corporate law department, and I loved in-house practice. A general counsel I worked for very early on said, ‘You could be a general counsel one day’, and I believed them. I had my sights set on that, but I did not know any general counsel who looked like me. Over time I would meet other general counsel by going to conferences, sitting in the audience and hearing their stories, tactics, and tips for getting themselves ready to be a general counsel. I would just be like a sponge, taking it all in.

Just getting feedback and finding people you can trust, and who are willing to help you is key.

It’s about setting your sights on a goal, and then figuring it out. I did not know every step of the way exactly how I was going to do it, but I stayed the course. People would say to me, ‘Maybe you should aspire to be a deputy-level lawyer and how do you know you are going to be a general counsel?’ Honestly, I didn’t know. I just knew that was what I wanted to do, so I never took my foot off the gas.

Obviously, you do not get into one of these roles without great sponsors and people who took a bet on you, believed in you and supported you. I am fortunate to have had a lot of people who believed in me and supported me along the way.

Leveraging relationships

Honestly, being a female lawyer of color, there are challenges along the whole way. Every stage or role and level has its own set of unique challenges, and you have to set your goal, really believe in yourself, think about building a network around you – hopefully of people who have already done what you want to do. For me, it’s really important to have a broad network and really think about who inspires me, who can help me get to where I am going, who can give me a bit of tough love when I need it and challenge me to do more of this or do less of that. Just getting feedback and finding people you can trust, and who are willing to help you is key.

I am fortunate, because I am not that much of a pioneer. There are other people who have done this before. Not many, but certainly some.

I do not think I have faced any unique challenges being a Black female in a general counsel role. But I think there have been micro-inequities or subtle things.  For example, some people may make assumptions about you or pass you over for opportunities that you know you are qualified for, in favor of someone else.

But you cannot let that deter you. You just have to keep at it and let people know of your goals and aspirations. Not every day, but people need to know what you desire to achieve.

One of three things will happen: 1) they are either going to be supportive and help you; 2) they are going to block you, or 3) they are going to be neutral. You will be lucky if they are somewhere between neutral and helpful. If they are blocking you, you may not be in the right place, and so you have to take that into account as well.

Beyond the four corners

No matter where you are, whether you are starting out or in a mid-level or senior role, first and foremost you have got to be excellent. You have to work hard, you have got to put in the time and the energy. Once you nail the four corners of your job and you are working hard and you are excellent, then you pick your head up a little and you figure out what is important in your organization.

Is leadership important? Are “extracurricular” activities important, like belonging to employee networks, or doing pro bono? Are they all important? You just have to figure out what is valued within your organization.

No matter where you are, whether you are starting out or in a mid-level or senior role, first and foremost you have got to be excellent. You have to work hard, you have got to put in the time and the energy.

I also think relationships are really important. When I was early in my career, I thought I could just work hard and put my head down and people would somehow magically notice that. Well, sometimes they do, and sometimes they don’t. So, you have to think about your relationships and develop those, and think broadly about those relationships. Do not just anchor and invest in one relationship but think beyond your direct manager. If you are in-house counsel, foster the relationships with your business partners that you are supporting. If you are in a law firm, build relationships with colleagues, firm management and the external clients that you are supporting,

Think about developing those relationships and then, finally, find ways to add value. Not just being reactive and reacting to things that hit your desk. Think about how you can proactively support your business partners by looking around corners and understanding trends, understanding their goals and how you might be able to help them achieve their goals.

Even beyond the four corners of your role, think about all the ways you can add value. For example, I organized the lady lawyers, where we started out just having lunch.  We weren’t really talking about business, we were talking about how we manage our personal lives, children, husbands or partners, parents, etc. It was informal and we were just getting to know each other, but it added value because we were able to provide support to each other.

In two previous jobs, I started pro bono programs that are still going strong today. They are award-winning and I am very proud of them – they are like my children.  That was another passion point for me and that’s something I did to add value beyond the value I was adding as a lawyer working on M&A transactions, for example.

The opportunity to pursue your dreams

There is always an opportunity to add value and always an opportunity to lead, even if you are not a people leader. There are ways to be a leader and there are ways to conduct yourself like a leader. I think there is just an abundance of opportunities out there in every organization, but people sometimes don’t take advantage of them.

Whether you want to be a general counsel or managing partner, or you want to just do what you are doing, people make choices in life. But I think everyone should have the opportunity to pursue and succeed at what they are doing. Along the way, people may say you can’t do it, or that it’s going to be hard. I would just encourage people not to be deterred, because you actually can do it. If I can do it, anyone can do it. I do not just say that, I really believe that. So, I would just encourage people to pursue their dreams.

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ESG: Building an Effective Governance Programme

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Introduction

In 2021, The Legal 500 partnered with Irwin Mitchell to produce our ESG Risk Report. Since then, we’ve seen environmental and social issues dominate corporate agendas, but comparatively, there has been little focus on governance. This is despite the fact that implementing a robust corporate governance plan provides a framework which will maximise protection for the stakeholders’ interests, reduce reputational risks and help companies to gain an advantageous position in the market.

Traditionally, board directors have, almost exclusively, been responsible for governance-related matters; however, as the role of general counsel (GC) evolves, and as the results of our survey suggest, board members are looking to their in-house counsel to pre-empt and reduce governance risks. Further, with many sustainability questions and issues not yet being clearly addressed by regulation, in-house teams are rightly being asked to work with people across their business to put resilient governance and reporting frameworks in place.

We surveyed over 115 in-house lawyers worldwide to gather their insights for how to develop and implement successful and forward-looking governance programmes.

In-House Legal Research Team – GC Magazine

Irwin Mitchell Comment

‘Effective and transparent governance is an essential part of the business toolkit for companies that want to thrive in today’s rapidly evolving and competitive business environment.

Although the G in ESG rarely makes the headlines in the same way as environmental and social factors, good governance is fundamental for building trust in and across any organisation, as well as long term sustainability and value.

How businesses operate is increasingly influenced by a wide range of stakeholders including employees, customers, suppliers and communities as well as shareholders and investors. Their priorities and values go far beyond regulatory and legal requirements, and the bottom line. For GCs and in-house teams, this means that the landscape of risks and opportunities that they oversee has changed considerably in recent years, and the pace of change continues to accelerate.

I’d like to thank everyone who contributed to this research for sharing their time and insights with us. We hope you’ll find this report a useful resource for guiding your business in developing and achieving its governance aspirations. But this is just the start of the journey, and we’d love to hear your thoughts on how governance and the role of the GC in progressing this agenda will evolve
from here.’

Hannah Clipston, Director of Strategic Growth, Irwin Mitchell

Foreword

Board members across the world are familiar with the theory of effective governance. It embraces several key aspects, including regulation, compliance, good practice and board ability. Over the past few years, a two-fold evolution has meant the traditional appreciation of governance has moved on from the textbook approach. First, the role of general counsel has undergone significant transformation in the past decade, which has broadened its scope to strategic partner, prompting companies to expect corporate counsel to – among other things – provide advice and strategic guidance on corporate governance and all ESG-related matters.

The second evolution concerns the concept of governance itself. The concept has historically been used to describe transparency and accountability within the corporate sector. As business models have evolved and become more complex, companies have used governance models to enforce ethical corporate behaviours, both internally as well as with external stakeholders.

The past few years have seen a proliferation of statements, proposals and revised codes of corporate governance. While some of these statements reaffirm conventional doctrines and practices, others call for efforts to better align corporate activities with society’s interest in building a more inclusive, equitable, and sustainable economy.

In today’s market, with a customer base that holds expectations that can exceed a business’s legal and regulatory obligations, and is becoming more discerning on where and with whom they do business, ensuring alignment between a business’ purpose and what it does in practice is critical in building trust, both internally and externally.

In-house counsel have a pivotal role to play in the development and implementation of effective governance programmes that will steer the way a business conducts itself and ultimately, its success.

 

 

 

 

 

Key factors: In good governance

The research identified three key factors in creating a governance framework that is successful. These issues were repeated by the in-house community, regardless of sector and geography.

Focus on engagement: before creating your framework, spend time on gaining buy-in from all levels of the business including the board, the wider leadership team and team leaders who will be accountable for implementing the framework. Take time to listen to the business about their day-to-day work, challenges, expectations and what works well already. Socialising ideas and changes is important too.

Furthermore, ‘always listen, learn and adapt, because the theory doesn’t always work in practice’.

When developing the framework, keep it simple and use training to ensure that everyone is clear on what the objectives and expectations are and why they are important. You may also consider starting small with some key areas, gaining traction and then growing from there, rather than introducing wide-ranging changes in one go.

‘Make sure you have a progressive plan. Start small and get buy-in from leadership and employees, and then move to bolder actions’.

Create a framework that is specific to your organisation, its goals, strategy and risks as well as the regulations it is bound by. Hiring consultants or carrying out research within your sector will help you to gain insights and ideas which can be adapted into achievable and measurable governance objectives that will resonate within your business.

‘Every organisation is unique. Connect with your organisational requirements to propose a customised governance module that offers a mix of innovation and dynamism without making the stakeholders uncomfortable.’ Or, more succinctly put: ‘don’t copy and paste’.

This report considers each of these factors in more detail and provides practical guidance on how to achieve each of them.

Engagement with your board

One of the key factors for achieving good governance identified in the survey was the ability for GCs to influence the board, and it is positive that the majority of the respondents felt they could both influence and challenge their board of directors.

Influencing and challenging your board

GCs play a crucial role in advising the board when it comes to risks, compliance and regulatory-related issues. But to be truly effective, GCs need to look beyond their immediate area of expertise. As one GC said to us, ‘we are not only lawyers, we are part of the business. I think my advice to other GCs would be: you have to be part of the board, because first of all, you are part of the business.’

Overall, even though a vast majority of GCs expressed the ability to sufficiently challenge boards of directors, the respondents expressed an interest in having more direct engagement at board level. This would help them to have a better understanding of the business drivers and focus on the ways the legal ecosystem can support them. ‘Our role is to prevent any risks the company faces in its business and projects. Direct access is the best way to influence it’, another interviewee explained.

Advice: How to increase your influence in the boardroom

The advice from our respondents, for those looking to increase their influence in the boardroom can be split into three key areas:

First and foremost you need to be in the boardroom, and once you are there:

  • Invest time in winning support from senior advocates
  • But always maintain an independent advisor role and don’t shy away from uncomfortable truths
  • Don’t be afraid to express your views on non-legal matters

Always keep one step ahead in order to proactively provide training, guidance and advice

  • Implement a robust horizon scanning programme to ensure that whatever the future risk might be, they hear it from you first
  • Spend time to understand all facets of the business and create training and guidance focused on specific business priorities and risks
  • Be crystal clear on what your expectations of the board are

Articulate the value of good governance

  • Quantify risks in relation to brand values, reputation and business operations
  • Measure and benchmark progress so it can be used to demonstrate competitive advantage to your board
  • Ensure your messages are considered constructive rather than obstructive and always frame advice so that it speaks directly to business needs and future growth

Who evaluates the board?

When you have achieved buy-in from your board, or are trying to do so, understanding the evaluation procedure for the board is critical. The ideal scenario is to link good governance, along with other E&S targets, throughout the organisation with reward at a board level. However, that can only occur when there is a clear and transparent board evaluation culture and procedure. Here, we look at how boards are currently evaluated.

Typically, the board of directors carries out a self-assessment where it evaluates itself, often alongside an external independent group, such as a consultancy or audit firm. Some boards of directors take the view that relying solely on self-assessment may provide either the perception of a conflict of interest or may lead to a biased assessment. Therefore, in these cases, this evaluation is carried out by an external auditor to provide, in the opinion of one respondent, ‘an objective view’ of the status of the company.

As one respondent notes, due to the structure of many companies, members of in-house counsel may be part of developing a governance programme, but they generally do not participate in follow-up assessments of whether compliance has been met. One GC noted: ‘As an employee I do not evaluate the board of directors. The board does a self-assessment regularly with the assistance of an external consultant’. If, however, as some companies have done, they brought in-house counsel onto the board of directors, this would allow GCs to continue their involvement in governance frameworks beyond their initial development.

Notably, 60% of respondents noted that GCs did not participate in evaluating the board. Within this cohort, the responses included self-evaluation by the board; evaluation by an internal team not connected to in-house counsel, such as shareholders; and/or evaluation by an external team.

Interestingly, in some cases, even when governance standards had been adopted, some respondents expressed disappointment about a lack of any standards for board members. One respondent said, in response to our question as to who evaluated the board of directors, ‘No-one. Unfortunately’. This shows that while even if good governance policies have been set, that is only the first (and perhaps) easiest step. Without a way to reliably evaluate whether standards have been met, proposed governance programmes will be no more valuable than the paper they’ve been printed on.

The responses by in-house lawyers made clear that they felt linking board performance on good governance to objectives and reward, coupled with an external and independent entity to evaluate performance, provides a valuable incentive for the board to promptly implement governance goals in measurable ways. Unfortunately, this has yet to happen in many organisations and continues to be an area for improvement.

A follow-up survey addressed both measurement of performance of boards and remuneration of directors. The first question’s respondents gave a strong split, with one third noting performance was formally measured against specific governance KPIs.

Some responses noted they implemented the S&P’s DJI ESG scores, while others had developed bespoke policies, with one noting their 2030 agenda consisted of ‘30 cross-company goals that align to outcomes of sustainability, equity and trust’. Others emphasised corporate compliance, gender equity and diversity, while some highlighted a ‘specific focus’ on ‘ethical-related risks’ or a ‘holistic view on enterprise risks’.

The responses to the second follow-up question track the first, with a little under one third noting that their board of directors had remuneration policies directly linked to achieving specific governance KPIs.

Cross-referencing the two questions, we discovered a full 54% of respondents had neither any formal measurement in place, nor any remuneration to boards of directors directly linked to achieving specific governance KPIs. Only 21% of respondents had both formal measurements in place as well as a form of remuneration in place to boards of directors directly linked to achieving specific governance KPIs.

This demonstrates that there is still a long way to go for boards to be collectively and personally accountable for governance in their organisations. However, it is clear that progress is being made and it will be interesting to evaluate if those who have created a firm link develop a better governance culture and improve business performance as a result.

Diversity in boards

Another key issue that companies are faced with when considering good governance is the diversity of their board, including gender, ethnicity and diversity of thought among others. While this is often something in-house advisors may struggle to influence it does bear consideration, including when looking at how to influence your board and what issues may have differing levels of importance to them. Here, we look at the thoughts of those surveyed on the diversity of their own boards.

The statistical data provides a positive sign regarding diversity on boards of directors, with two thirds believing their boards of directors to be sufficiently diverse. This reflects a strong focus in recent years on board diversity, with the associated improvement in governance it is felt this can bring. It was, however, noticeable that the feedback from GCs who responded with ‘No’ painted a general picture of frustration from in-house counsel that their board of directors were generally older, white men, and what steps had been taken to improve diversity regarding gender were, in the words of one respondent, ‘minimum and limited’.

However, while some expressed frustration at failures to diversify boards of directors, others expressed optimism towards future improvements: ‘We have taken actions, including raising the non-diversity issue with the local board and explaining to them how this lack of diversity will be perceived’. It should be taken as a positive that improvements have been made and that action continues to create more balanced and diverse boards which are essential for tackling increasingly complex commercial issues, often requiring innovative and creative solutions.

Irwin Mitchell Comment


‘Increasing diversity at board level helps to create more inclusive and collective governance, and strengthens an organisation’s ability to respond to and anticipate change in ever-evolving markets and client bases. Greater diversity has been shown to bring about improved productivity and performance, a more responsive approach to client needs and increased innovation and creativity through a sense of belonging and the power of diverse thought. Therefore, a diverse range of board members brings with it a valuable range of perspectives and experiences to decision-making and problem-solving.

You also can’t underestimate the power of senior role models, particularly at board level, for under-represented groups and the impact this has on an organisation’s culture. While change on this doesn’t happen overnight, more can be done to recognise where there is a lack of diversity at board level and in wider decision-making groups and to seek out more diverse views to inform decision-making. Board members can act now and challenge views presented to them to ensure that diverse views have been taken into account in shaping proposals and policies prior to approval, while work takes place to increase the overall diversity of the board and the talent pipeline within an organisation’.

Charlotte Delaney, Diversity and Inclusion Manager, Irwin Mitchell

Irwin Mitchell Comment


‘Looking to the future, businesses are having to think more and more about how to generate innovation in order to respond to increasingly complex customer needs. Within Irwin Mitchell, we want to ensure that our products and services evolve so we are constantly exceeding client expectations. We know this is dependent upon attracting and retaining diverse talent and future leaders so we can benefit from different perspectives and experiences at all levels across our business. This starts with a commitment to widening access and increasing social mobility and by participating in initiatives like our new mentoring programme with City University, access to work experience with PRIME and increasing our apprenticeship offerings, we provide opportunities for students who might not otherwise have considered a career within the legal sector.’

Satinder Bains, Partner and Chair of Irwin Mitchell’s Social Mobility Colleague Network, IM Aspiring

Keep it simple

Ensuring your governance framework is simple and well understood is key to its success. Complex structures lead to a lack of understanding and engagement. This section looks at some of the challenges to embedding a good governance structure, and with winning buy-in from the business’ people at the top of the list, the importance of a simple, well understood and articulated plan cannot be overstated.

Challenges to embedding good governance

We asked about the main challenges to achieving good governance in an organisation, and while some cited difficulties caused by external factors such as local culture and politics, the majority of responses related to internal factors that GCs can actually influence.

Employee buy-in is considered the main challenge to achieving good governance, and this is noted as particularly tricky in organisations with high staff turnover, where employees are located over multiple sites and jurisdictions, and when people are already time-poor. But clear and concise messaging will go a long way to garnering buy-in. In addition, small steps can help bed in the framework, creating a simple starting point which can then be built on.

As one GC we spoke to pointed out: ‘The biggest difficulty is communicating clearly and in a manner that cuts through the noise of so many other regulatory, reputational and business demands on the attention of all stakeholders, including, not least, employees’.

Similarly, boards and other stakeholders will be more inclined to support governance issues if they have clarity on the costs of taking or not taking certain actions.

Formulating a simple framework which includes measurable principles provides valuable data which can be used to the advantage of the business. 75% of those surveyed said they use governance data and achievements in their marketing to employees and new hires, as well as customers.

At a time when GCs are increasingly looking for ESG as part of their own supplier procurement process, having readily available and clear metrics on ESG compliance, including governance, is becoming a must-have for any business who wishes to grow, recruit and attract investment.

Irwin Mitchell Comment


‘A robust governance framework is critical to our Responsible Business strategy. As well as ensuring that we set sufficiently challenging KPIs and objectives around our work, we engage external partners and participate in a number of benchmarks and accreditations to measure our progress and ensure that we continue to make an impact. We report on our performance in our annual Responsible Business report.’

Kate Fergusson, Head of Responsible Business, Irwin Mitchell

Make it specific

A key factor in success was making the framework specific to your organisation. This will necessitate in-house counsel understanding the needs and issues within their business and prioritising their governance objectives accordingly, which will then naturally flow into the framework for your organisation.

This section considers the priorities and aspirations from those surveyed, to provide support when considering some of the aspects you may wish to examine while looking at your own specific governance framework.

Governance aspirations

In our study, we found that most companies’ governance aspirations go beyond regulatory requirements. 48.7% of those interviewed stated that they would exceed regulatory requirements to be a leading responsible business because, simply, it is the right thing to do, rather than for commercial
gain. A further 23.5% say they would exceed regulatory requirements where, over the long term, there will be tangible and intangible benefits for their organisation to do so.

These figures demonstrate that for many, governance has moved on from being seen as a compliance exercise to a more strategic framework built to support sustainable business growth and impact.

19.3% of those surveyed would meet the established regulatory requirements without going beyond these, and the remaining 8.4% would exceed regulatory requirements only where there is an immediate financial benefit to the business, such as on cost savings.

Irwin Mitchell Comment


‘The direction of regulation and of client, colleague and community expectations around Responsible Business are clear and accelerating. Today’s aspirations and “nice to haves” will soon become tomorrow’s bare minimums. And changes of this scale in business take time to implement effectively. So a significant factor for the long term sustainability of all businesses is anticipating successfully the direction in which change in the business ecosystem is happening – and not just looking at today’s position (as you will fail to meet future needs if you do) – and then starting the change process proactively in that direction so that the needed changes are completed in the business in line with or even ahead of, rather than behind, the competition.’

Bruce Macmillan, GC, Irwin Mitchell

Understanding your priorities

priorities for the next 12 months

For the majority of respondents, the main focus for the year ahead is on their governance policies, frameworks and programmes. For some, it is about putting these into place while others are looking to refresh and update. Improving accountability and compliance also scored highly.

Looking at specific types of risk, unsurprisingly ESG tops the list, and drilling down further it is environmental issues that are highest on the agenda. This reflects the general trend in society and from stakeholders to ensure these issues are considered and understood, and appropriate governance procedures put in place to manage the risks.

As to cybersecurity and data privacy, respondents pointed out how organisations benefit from a comprehensive, integrated and centralised strategy for achieving data privacy compliance. Data sharing, they say, should have stricter controls and policies, which implies either current legislation is not being complied with or does not go far enough. Organisations should develop more solid data security compliance methods to track personal data in accordance with legal standards.

Irwin Mitchell Comment


‘We often see that organisations don’t have a complete picture of all the data sharing happening either from an intra-group perspective or with third parties. This is particularly the case with increased globalisation – there is often data export which is overlooked. For example there can be line management in groups done by managers in other group companies and other countries. IT and tech contracts often have an international aspect somewhere in the supply chain. Since the compliant export of personal data is a hot topic at the moment for the ICO and the European regulators it is important to understand what data sharing and export is happening and to ensure that it is compliant. Things are complicated by the fact that the data export rules and standard export contracts have changed recently. The old approach of signing EU standard contractual clauses and forgetting about them doesn’t work anymore. The issue will be further magnified once the UK data protection reform happens. We don’t yet have sight of the draft legislation after the Data Protection and Digital Information Bill was scrapped but we understand that it is still on the cards.’

Joanne Bone, Partner – Commercial and Data Protection

Prioritising your framework

In terms of priorities, over 60% of GCs stressed the importance of having adequately up-to-date policies and procedures in place. This is a key starting point for any governance framework but it must be specific – companies should not adopt policies for the sake of it where they are not necessary or adding value. Over 40% consider the most pressing matter as the establishment of effective governance disclosure protocols and educating board members on governance developments. Less than half of the people interviewed see the necessity of consulting external stakeholders and interest groups when establishing a governance framework (29.41%) as a number one priority.

Nonetheless, it is interesting to note that under the category ‘other’, the majority indicated that their priority lies in organising training for all stakeholders to better achieve good governance and create a sustainable change. When it comes to taking the ultimate responsibility for achieving good governance, the general feedback is that this is a collective task, however,
the board of directors and key managerial personnel have the last word. The board’s purpose is to support corporate performance and establishing clear Key Performance Indicators (KPIs) and appropriate measures for evaluating against those KPIs. Linking that success (or failure) to reward helps focus the board on the importance of good governance.

This reflects the contents of this very report: that board engagement, simple policies which employees can understand and are trained on, aligned with a framework for for your business, are how you can achieve good governance success.

Irwin Mitchell Comment


‘Creating a Culture of Compliance, as we are doing, needs to have a clear metrication of what is right – directionally and in terms of what a material improvement or deterioration looks like; clearly and openly spelt out to leaders and team members – we use a Balanced Scorecard with Key and Leading Performance Indicators; and then their needs to be a clear, explicit and adhered to approach that makes good or poor compliance a material reward and promotion issue.’

Bruce Macmillan, GC, Irwin Mitchell

Looking to the future

Having established and embedded a good governance framework, the work of an in-house lawyer is not complete. Good governance practice continually evolves. This report has already flagged the importance of independent monitoring of compliance and performance against the background of the governance framework set. However, from a commercial perspective, the focus of a business will shift to reflect new trends and demands from stakeholders, customers and employees.

Keeping your governance policies and procedures up to date requires a strong emphasis on horizon scanning, together with regularly revisiting your materiality assessment to understand the key issues for your stakeholders and which will impact your business and governance framework.

Like the captain of a ship, in-house counsel need to be able to identify ‘hidden icebergs’ and thorough horizon scanning will detect future disruption along with new opportunities to build into responsible business plans which will positively impact their business and society. Effective horizon scanning also provides decision-makers with the time to plan their response, and clear communication with external partners ensures those in the supply chain have the opportunity to ‘stay ahead of the game’.

As well as relying on monitoring services and updates from external experts including law firms, auditors, regulators and the government etc, the GCs surveyed take advantage of networking events, training and digital forums such as LinkedIn groups to ensure they are keeping up to speed with what is on the horizon.

The majority replied that the horizon scanning in place is effective in identifying governance issues before they arise. However, gaps persist. Under the gap section, interviewees expressed a willingness to have more resources allocated within the in-house legal team. Until then, working alongside your legal advisors and other sources of updates should be a priority to ensure your governance framework remains fit for purpose.

The pace and scale of societal, economic and environmental challenges facing us means we need to generate innovation and creativity within our organisations to quickly devise and implement solutions. This will require diversity of thought and openness to collaboration across our own business and the wider economy.

By leading the focus on effective governance against measurable KPIs which are understood and supported, GCs can be at the forefront of this challenge, making a difference to not only their organisations, but to society as a whole.

Conclusion and practical tips

Establishing a successful governance framework relies on many different things but its importance to a business should always be remembered. The G in ESG is often overlooked, but for a business to be successful it should be a core part of its focus, from the board to employee. The role of the in-house lawyer in achieving that can look daunting, but by focusing on getting the right engagement, keeping your plans simple and being specific to your organisation, you can achieve success.

In the column on the right, we have set out a checklist from the research to help you assess where you are on your governance journey, and what the next steps are for you and your organisation.

Checklist: For ensuring good governance

Communication

  • Are your governance policies available and easy to find for employees and external stakeholders?
  • Are your policies written in a way that means everyone is clear on what’s expected in terms of their individual and collective duties and behaviours, and why?
  • Do you have a training and communications programme in place to regularly remind people about new and existing governance matters? And for new employees as part of their induction?

Compliance

  • Do you undertake scheduled and/or unannounced audits and checks on employees and suppliers?
  • Are your procurement documents and standard contracts regularly reviewed and updated to incorporate evolving governance requirements and KPIs?
  • Do you have a robust horizon scanning system/process in place to ensure your policies reflect new and forthcoming changes?

People and culture

  • Do you (as a GC or more widely as an organisation) have a sufficiently resourced and proactive team with responsibility for creating, implementing, reviewing and measuring your governance programme?
  • Does the board ‘walk the talk’? If not, do you have at least one senior leader to be your ambassador?
  • Is your board evaluated and rewarded based on successful governance compliance?
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Editor’s Letter

In-house legal tech usage worldwide

The paralysing shock brought by the global pandemic may now feel like a distant memory, but there is little doubt that a new era has begun. In this ‘new normal’, as the media labels it, the consequent need to treat digitalisation as an essential ally to carry out daily tasks has forced businesses to approach technology from a whole new angle. Even at the peak of the Covid-19 crisis, The Legal 500 never ceased its interaction with legal professionals worldwide. As the world reopens and in-person global events are now an actuality, we have had more opportunities to speak with our vast global in-house and private practice communities and it appears that the legal industry is at the forefront of this technology debate. The developments arising out of the pandemic have prompted legal teams across the globe to recognise the need to become more responsive, agile, adaptive, and resilient, while the introduction of legal tech is gaining momentum and challenges traditional ways of providing legal services.

The Legal 500 has partnered once again with the independent law firm network World Services Group (WSG) to produce a comprehensive survey that aims to investigate the usage and impact of legal tech on in-house departments worldwide. The ‘In-house Technology – Global Edition’ concludes our In-house series, which covers the subject in Europe, Latin America, Asia Pacific, and North America. It includes extensive coverage of the Middle East and Africa, the two regions in which legal technology has made substantive progress in the past couple of years. The series also provides an update on recent evolutions in the rest of the world, the challenges general counsel face, and how they expect technology to assist them in overcoming difficulties. Additionally, and for the first time in a special report, we have spoken with over 200 general counsel around the globe and provided bespoke statistics to depict a more global perspective of this phenomenon.

The role of general counsel is changing rapidly, and the remits covered by legal teams are ever-growing, to a point where they need to continually and speedily digest a substantial influx of information. In this context and with the aim to provide a platform for the legal profession to exchange ideas with peers, learn from each other and find solutions together, The Legal 500 looks forward to engaging with in-house practitioners to follow up on the topic of legal technology and how they implement it within a team in the future.

Allan Cohen
Research Editor | Special Projects
GC Magazine

Nathan Oseroff-Spicer
Research Editor | Special Projects
GC Magazine

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Foreword: WSG

On behalf of the entire global World Services Group (WSG) network, I am delighted to welcome you to the fifth and final edition in this regional series of
GC: In-House Technology special reports.

Over the course of these five reports, GC Magazine in partnership with WSG, have explored the role technology has played, and continues to play, in modernising the legal profession. This work has been grounded by the contributions of in-house legal leaders and experts from all across the globe, with hundreds of interviews and thousands of hours of research condensed into this multi-part series of work. The reports provide cogent insights into trending technologies, and general counsel members are utilising these tools and solutions during these ever-changing digital times.

Since 2020, the world – and by extension – the legal profession, have endured a level and pace of change that previously would have defied imagination. The series has been particularly timely, too, in the sense that technology has never been more crucially relied on – and by association, closely examined – since the advent of Covid and its effects on our professional lives.

As the world gradually moves into the post-pandemic period and returns to a semblance of normality, one of the most important factors for future success will be how the legal profession applies the lessons from these challenging times – particularly where technology is concerned.

At WSG, we have long been an ardent supporter of the modernisation of the legal practice via technology – with a focus on the power of technology to help WSG members stay competitive and exceed client expectations in rapidly changing environments.

In closing, I would like to offer my sincere gratitude to all who have contributed to this series of reports and made it the success that it has become. At WSG, we are immensely proud of this body of work and its contributions on the impact of technology and the legal system, both now and in the future.

Herman H. Raspé
Chair
World Services Group

Partner
Patterson Belknap

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Adoption of legal tech

The speed at which technological advancements occur is pressuring legal departments to embrace change. We have asked general counsel if the turn to technology by their organisations has recently increased.

The findings report that 55% of the respondents answered ‘Yes’ to the question, indicating that for all surveyed, in-house legal teams operated under the assumption that recently increasing legal tech was either necessary or a pre-emptive decision. This desire of their companies is guided by basic market forces from without to increase efficiencies and internal pressure from legal teams to alleviate increased pressure on legal teams.

Note that the question was limited to recent increases in implementation of legal tech, therefore the set of respondents to the question that answered ‘No’ may very well have relatively recently introduced legal tech or already be using legal tech. Such a coarse-grained answer does not capture any variance in the beliefs or attitudes of GCs that conducted the survey. However, even with this coarse-grained question, the results indicate that as today’s legal departments continue to evolve in response to corporate demands and become more complex, driven by the introduction of new and more demanding requirements, in-house legal teams appear to think legal tech is the best option to respond to such a challenging environment. This reflects the belief that implementing software and other tools scales up in ways that hiring more in-house counsel and other members of legal teams cannot.

One possible inference that can be drawn from the data is that within this 45% that affirm there has been no recent increase in legal tech, there is a subset of this group that belong to organisations that have not been concerned with implementing legal tech. In these cases, part of the reason is likely found in the limited budget and conflicting priorities within corporations. This subset of GCs may want or even need new forms of legal tech to alleviate increased workload; however, due to internal tensions within a company, they may be unable to secure the necessary tech.

Additionally, in some cases, it cannot be ruled out that an increased market of legal tech produces a paradox of choice: there may be too many options available on the market at this point, cognitively overwhelming legal teams and GCs who wish to implement legal tech that would be right for them, but feeling stressed and incapable of making appropriate decisions without a clear preference for an option that appears superior to other options.

Results show that more than 64% of the respondents adopted legal tech to carry out daily tasks. When taken alongside the previous question, we see that at least 11% of respondents that answered ‘No’ to the question of whether they have implemented new legal tech recently already have some form of legal tech in place. This gives a more accurate picture where things currently stand, with 36% of all GCs surveyed currently not implementing legal tech.

Of this 36% that did not implement legal tech, their responses are illuminating. In the opinion of some respondents, their decision to not implement legal tech was due not to any decision made by in-house teams, but due to external corporate pressure. A common reason behind the rejection of technology seems to be budgetary constraints, defined by one general counsel as ‘too expensive to be used for in-house tasks’, an argument sustained by another counsel who supports that before making such investment, the department must assess the value that legal tech brings to the team.

Of note, no respondents gave any indication that they were purposefully avoiding implementing legal tech out of any concerns about its effectiveness or operating under the assumption that legal tech was a fad; rather, one illustrative response helps clarify how little funding in-house legal teams receive: as GC notes, ‘we only use free access databases. Other tools seem too expensive for their use on an in-house team’, providing a clearer picture of the corporate environment in-house legal teams find themselves in.

Between the set that do implement legal tech, however, over 36% use contract management, review, and research tools. Over 16% of the respondents use e-signatures software, and the remaining 12% use more standard programmes such as the Office package and internally designed tools. A common maxim in corporate procurement is ‘fast, cheap, good. Pick two’. If you’ve ever gone through a procurement process you know that sometimes you will only have one option. We can see this in play with the types of legal tech that have been implemented, ranging from bespoke, customised legal tools or highly complex AI-based tools to household names, such as Word or Adobe. Bespoke legal tech will likely be good, but it won’t come cheap, and procurement may not even be fast; however, off the shelf corporate software may be fast and cheap, but it may not get anywhere close to bespoke software in dealing with the needs of in-house legal teams.

A follow-up question addressed the broad range of purposes of legal tech used by in-house counsel. The majority of respondents noted they used legal tech for document management (70%) and legal research (61%), followed by accounting, billing, and or/ finance (47%), case management (40%) and legal AI systems (40%). We determined that a majority of respondents who employed legal tech used legal tech for at least two purposes, with, surprisingly enough, a small cohort only using legal tech for either document management (4%) or legal research (9%), while a large minority (41%) of respondents used at least four different purposes. Surprisingly, 6% answered that they used legal tech for all recorded purposes.

We also asked respondents about what did they value most when considering implementing legal tech. Unsurprisingly, when given a choice to list their priorities, 89% responded that they valued efficiency. This overlapped considerably with respondents who also prioritised reduction of costs, with only 5% of respondents choosing only the value of reduction of costs and no value for increased efficiency. Notably, only one respondent that chose ‘other’ identified a third value that they prioritised over efficiency and reduction of costs, specifically compliance.

A further question we asked related to the increased pressures on in-house counsel driving the adoption of legal tech. The results matched the expected outcome, with 70% of respondents noting their biggest pressure was an increase in volume of work, followed by 45% seeing an increase in their legal responsibilities. Of particular interest was the fact that a full 35% of respondents only answered their biggest pressure was an increase in volume of work; 32% selected both an increase in types of work and volume of work; and only 14% responded solely that their biggest pressure was an increase in types of work, not volume. A statistically insignificant cohort responded that their biggest pressure was neither of the two main options, but rather due to an increase in regulations (2%) or pressure to integrate into a broader team (1%).

Understanding and measuring the benefits of legal tech is not as easy as it may seem. We have asked our respondents if they can measure the value this technology brings to their jobs. Surprisingly, we had a precise 50-50 ratio.

However, further analysis shows that this 50-50 split in the result is an artefact of the survey, since all respondents that explained they did not use legal tech also answered ‘No’ to whether they were able to measure the benefits of legal tech. This means 36% of respondents must be excluded from this survey question as their null answers skewed the results. A more accurate breakdown of the data revealed that a full 78% of respondents who did implement data tech were able to measure the benefits of legal tech, results that were as surprising as the initial results, primarily because it illustrates how for a majority of in-house teams, legal tech is thankfully subject to Key Performance Indicators (KPIs), were there to be any auditing or examination of the effectiveness of a particular implementation of a type of legal tech.

Additionally, after reviewing qualitative feedback from GCs that did answer affirmatively, this is a group of GCs that are highly enthusiastic about legal tech, as well as excited to detail the ways legal tech has helped their teams. The reasons vary from timesaving to transparency, efficiency and uniformity, and higher productivity.

Some of the GCs offer a different perspective when assessing the value that legal tech brings to their department. They frequently talk about saving time on routine tasks. One GC even said, ‘we’ve had 15% time saved overall’. Another notes, ‘we’ve had time saves, less errors, and more uniformity’. A third GC says, ‘we’ve had lots of time saved through standardisation and cost-reduction in hours spent per contract’.

Even for GCs that have implemented less extensive forms of legal tech such as e-signatures and don’t have tools in place to measure effectiveness express a sense that legal tech has saved them time: ‘it’s just a gut feeling I have that e-signing is faster than the traditional way’.

And for GCs that can’t yet measure the benefits of legal tech in the short-term note that they are still in early stages of implementing new tech. These changes will only be measurable in the medium-to-long-term. Nevertheless, even if there are no measurable metrics in place, lawyers still cannot praising legal tech. As one in-house lawyer affirms, ‘I can’t live without it’.