In today’s boardrooms, the General Counsel (GC) holds more strategic weight than ever before. No longer confined to legal compliance, modern GCs operate at the nexus of law, governance, risk, and strategy. Increasingly, they are responsible not just for interpreting regulation, but for shaping the systems and frameworks that ensure long-term business integrity.
FTSE 350 organisations now expect their GCs to provide leadership across governance structures—from managing subsidiaries and AGMs, to embedding ethical standards, and enabling agile boardroom decision-making. Their remit now includes the proactive stewardship of governance guard rails to align with stakeholder expectations, regulatory shifts, and long-term value creation.
This expanded remit has created a paradox for many GCs. While their influence has grown, so too has their exposure. They are now accountable to the board in a way that requires a more operational, strategic, and cross-functional skillset.
The governance landscape itself has grown more complex – dominated by regulatory scrutiny, activist shareholders, digital risks, and societal pressures. GCs must now oversee increasingly sophisticated frameworks for subsidiary governance, board effectiveness, and corporate disclosure—all while maintaining pace with their core legal duties.
They also face operational strain: leading governance teams, managing critical moments like AGMs and board evaluations, and responding to ad hoc projects such as M&A activity or corporate restructurings. It’s a balancing act that demands both clarity and capacity.
So what does this mean for the GC of today – and how must they evolve to meet the demands of tomorrow’s governance environment?
To thrive in this shifting context, GCs must move from legal guardianship to governance leadership. This evolution is not just about influence—it’s about infrastructure, insight, and integration.
Redesign the Governance Operating Model
GCs must take ownership of the governance function as a whole—not just its legal inputs. That means aligning subsidiary structures, board processes, risk oversight and internal controls into a cohesive framework that serves both compliance and strategy.
Traditionally, governance has been viewed through a compliance lens—focused on policies, procedures, and risk mitigation. But today’s business environment demands something more: a governance infrastructure that is scalable, resilient, and strategically aligned.
For GCs, this means stepping into the role of governance architect, rethinking how governance is operationalised across the business.
What this looks like in practice:
Subsidiary Governance Frameworks
A FTSE 100 multinational recently restructured its subsidiary governance model under GC leadership—moving from a decentralised, paper-heavy model to a digitally enabled, tiered framework. The result was a clearer escalation process, reduced approval bottlenecks, and better visibility for the Board over reputational and regulatory risk in emerging markets.
Integrated Board Calendars and Agenda Planning
Some forward-thinking GCs now own the strategic coordination of board agendas across the year—mapping key decisions, regulatory updates, and risk reviews to ensure more effective Board oversight. This shifts the role of the GC from minute-taker to agenda-setter.
Risk & Control Alignment with Strategic Priorities
Rather than siloing risk into quarterly reports, some GCs are embedding governance checkpoints into transformation projects and capital investments—ensuring that governance becomes an enabler, not a hurdle, to business innovation.
Clear Lines of Accountability
By mapping governance responsibilities across Legal, Compliance, Risk, and CoSec functions, GCs can avoid duplication, increase responsiveness, and clarify escalation points—especially during crises.
Key takeaway
Governance is no longer a tick-box exercise. The GC must design an operating model that supports the business at scale, while remaining adaptable to risk, regulation, and strategy.
Be a Strategic Conscience in the Boardroom
The modern GC must champion transparency, long-term thinking, and ethical leadership. They are increasingly relied upon not just for what is legal, but what is right—balancing commercial priorities with reputational foresight.
As governance expectations rise, boards are seeking more from their GCs: not just legal oversight, but principled judgement, reputational foresight, and ethical clarity.
In moments of uncertainty—be it an activist approach, a sensitive ESG issue, or a major transaction—GCs are expected to act as a sounding board and stabiliser, helping the Board to navigate trade-offs that carry legal, reputational, and ethical weight.
Examples of this strategic conscience in action:
Crisis Communications and Regulatory Exposure:
During a high-profile data breach at a FTSE 250 firm, the GC played a pivotal role—not just in legal response, but in shaping the external messaging and internal comms, ensuring legal obligations were met while reputational risk was minimised. Their dual lens helped the CEO and Chair land on the “right” response—not just the lawful one.
ESG and Non-Financial Reporting Scrutiny:
With increased stakeholder scrutiny on ESG reporting, GCs are now weighing in on narrative disclosures to ensure alignment between legal risk, investor messaging, and board commitments. Some are even chairing internal ESG steering groups to ensure Board decisions match external statements.
Navigating Ethical Dilemmas:
In several governance controversies over recent years—executive pay, supplier practices, political donations—it’s been the GC who has asked the difficult questions in the boardroom. Not because they’re required to, but because they are trusted to challenge with context.
Boardroom Culture & Dynamics:
GCs increasingly influence boardroom dynamics—acting as a neutral adviser when tensions emerge between executive and non-executive teams, especially in moments of succession planning, poor performance, or reputational strain.
Key takeaway:
The GC is now expected to provide more than legal accuracy—they must offer judgment, courage, and the ability to guide the Board through complex, high-stakes decisions with integrity.
Navigate the Complexity of Governance Team Management
As the governance function becomes more central to corporate strategy, GCs are expected to lead teams that can operate with precision, discretion, and commercial awareness. Yet, the reality in many FTSE 350 organisations is that governance teams are under-resourced, overstretched, and often skewed too junior to handle the full breadth of their responsibilities.
Many GCs inherit governance teams that were designed for a compliance-based world—structured around process, not judgment. But in today’s environment, teams must handle sensitive board-level matters, navigate group-wide governance, and respond to fast-moving projects with strategic impact.
Without the right support, this can lead to:
- Burnout and bottlenecks, particularly around peak periods like AGM season or corporate actions.
- Over-reliance on the GC to directly review board packs, draft minutes, or manage directors—distracting from strategic responsibilities.
- Increased risk exposure, where junior staff are left to handle complex tasks like subsidiary approvals, disclosure obligations, or board transitions without the depth of experience required.
What high-performing GCs are doing:
- Right-sizing the function: GCs are conducting capability assessments and restructuring their teams to align with the organisation’s governance risk profile. This often involves separating routine company secretarial work from strategic governance delivery—and ensuring the latter is adequately resourced.
- Bringing in flexible, senior support: Increasingly, GCs are engaging on-demand governance professionals—experienced company secretaries who can be deployed for interim cover, high-stakes projects, or board-level support. This allows internal teams to focus on development, while maintaining delivery at pace.
- Building a culture of accountability: High-functioning governance teams are being empowered to own processes, but with clear escalation frameworks, continuous learning, and structured exposure to the board. This helps junior team members grow into more senior responsibilities—without putting governance integrity at risk.
Key Takeaway:
Managing a modern governance team is no longer about headcount—it’s about capability, clarity, and coverage. GCs must ensure their teams are equipped to deliver at both operational and strategic levels, while maintaining agility in a high-demand environment.
When governance is embedded into strategy, it becomes a competitive advantage. GCs who enable agile decision-making, robust stakeholder reporting, and risk-conscious innovation can help unlock value and reduce friction across the business.
The General Counsel role is no longer a backroom function. It is a visible, accountable, and strategic presence in the boardroom, with real influence over how companies govern for the future.
For GCs, this is both a challenge and a unique opportunity – to shape how modern governance is designed, deployed, and evolved. Those who embrace this moment will not only protect their businesses from risk – but help define their path to long-term, sustainable value.
The governance workload is expanding. To maintain focus on high-impact board matters, GCs must be able to flex their team’s capacity through specialist support—whether it’s interim CoSec cover, help with AGM preparation, or project-specific expertise like business continuity governance or entity rationalisation.
To find out why General Counsels trust Beyond Governance to deliver outcome focused Governance support, speak to one of our experts here.
