Reframing Governance as a Strategic Advantage, Not Just a Compliance Obligation
General Counsels (GCs) are operating at a more strategic level than ever before. Within FTSE 350 organisations, they are no longer confined to interpreting legislation or overseeing compliance. They are now pivotal in helping boards navigate complex legal, reputational, and geopolitical risks—while shaping conversations around ethics, purpose, and long-term value creation.
But as GCs step further into the boardroom, they must also understand the systems that govern it. Because at this level, legal advice alone is not enough. Governance is the framework through which decisions are made, roles are clarified, and authority is exercised. And without it, influence—even with the best legal judgement—rarely sticks.
To become truly effective strategic partners to the board, GCs must stop viewing governance as simply administration and start seeing it as a shared enabler of impact, influence, and integrity.
Governance: The Missing Link in GC Effectiveness
Despite the overlap between Legal and Governance, many GCs still underplay the strategic importance of governance or treat it as a parallel, rather than integrated, discipline. Many GCs hold a dual role where they are also the named Company Secretary (“CoSec”) but there is often another person or team actually undertaking the CoSec role. That can create a series of tensions:
- GCs are advisors, not decision-makers: GCs make decisions. Directors do. Governance frameworks provide the infrastructure that defines where advice ends, and accountability begins. Without that clarity, the GC role risks either overstepping or being sidelined.
- The CoSec is the boardroom gatekeeper: GCs who need board decisions can’t act alone. It’s the CoSec who shapes agendas, facilitates access, and ensures the right governance channels are used. Understanding—and leveraging—that partnership is essential.
- CoSecs specialise in soft power and board dynamics: Effective CoSecs understand the rhythm and nuance of the boardroom. They navigate personalities, anticipate director concerns, and help structure decision-making environments. GCs who collaborate with them can amplify their message—and their credibility.
- Governance is often misunderstood as ‘admin’: Governance isn’t just about papers and minutes. It’s the operating system of the board—who does what, when, and how. It’s how decisions are escalated, challenged, and documented. Without it, GCs may offer strong advice but lack the structures to ensure it lands and is acted upon.
- The GC and CoSec are not in competition—they are complementary: GCs bring legal rigour and ethical foresight. CoSecs bring governance fluency and boardroom access. When aligned, their combined perspectives can ensure the board is both legally safe and structurally sound.
From Legal Advisor to Governance-Enabler: How GCs Can Step Up
To operate effectively at board level, GCs must go beyond technical legal expertise. They must become students—and champions—of governance. Here’s how:
1. Understand the Role of Governance in Defining Boundaries
GCs sit in a uniquely complex space—advising both management and the board. But in times of high pressure, that role can become ambiguous.
- Governance structures define what is reserved for the board, what sits with committees, and what is delegated to management.
- When GCs understand these frameworks, they can offer advice that’s aligned with authority—escalating only when necessary, and empowering decision-makers elsewhere.
- Clear governance also protects the GC personally, ensuring they are advising within defined lanes and not bearing accountability that belongs elsewhere.
2. Strengthen the GC–CoSec Relationship
If the GC is the legal conscience of the board, the CoSec is its operating spine. Yet too often, Legal and Governance work in silos.
- The CoSec owns critical governance tools—like the Schedule of Matters Reserved for the Board, delegation frameworks, and the mechanics of meetings.
- GCs who build strong relationships with CoSecs gain better insight into board priorities, meeting rhythms, and decision pathways.
- Together, they can streamline approvals, reduce duplication, and support directors with clearer, better-structured decisions.
3. Prioritise Influence, Not Just Access
Many GCs want greater boardroom presence—but access isn’t enough. Influence depends on understanding how the board operates.
- GCs who understand board agendas, director dynamics, and how decisions are surfaced can tailor their advice for better outcomes.
- Working with the CoSec, GCs can help shape more effective board materials, create time for strategic discussions, and ensure legal risk is embedded into the decision-making process—not bolted on afterward.
4. Use Governance to Deliver Strategic Foresight
Boards today want advisors who don’t just react to risk—but anticipate it.
- Governance processes (such as decision logs, board evaluations, and committee reviews) offer valuable insights into how the board functions over time.
- GCs who engage with this data can highlight patterns, suggest improvements, and align advice with broader governance trends—whether on ESG, audit, or risk appetite.
- When the next crisis hits, boards will turn to the advisors who’ve helped them build the right infrastructure ahead of time.
GCs and CoSecs: Different Roles, Shared Objectives
The GC and CoSec have different remits—but they are on the same side. Both are there to protect the organisation, support the board, and enable sound decision-making.
When GCs embrace governance as a strategic asset—not just a procedural necessity—they can extend their influence, build stronger relationships, and operate more effectively at the top of the house.
The best GCs aren’t just legal experts. They are governance-aware leaders who understand how things get done.
It’s Time to Build a Stronger GC–Governance Alliance
We work with leading General Counsels and Company Secretaries to strengthen boardroom influence, align legal and governance workflows, and embed clarity at the heart of decision-making.
Let’s explore how we can support your journey.
