Ben Heineman, currently a Senior Fellow at Belfer Center for Science and International Affairs and formerly General Counsel at General Electric, is a brilliant man, a respected academic and a thought leader on corporate governance matters and the changing role of the corporate general counsel. But he missed the mark in his recent post entitled “No, GCs Should Not Be on the Board,” which you can access here.
Mr. Heinemen rightly opines that GCs should not be both client and lawyer, which by definition is a conflict of interest no matter whom you ask. But the question and answer as to whether a GC should or should not aspire to sit on a board is by definition too narrow. The question needs to turn on the board on which the GC wishes to sit. It is undeniable that GCs of sophisticated, well managed and well governed companies have experience and expertise that would prove beneficial in almost all board scenarios, including assessment and analysis of risk management, regulatory and tax compliance, strategic planning, compensation matters and governance issues, just to name a few hot topics for all boards and the GCs who counsel them. Who better to have as a member of your board than a person who has delved into, and analyzed, these issues for a living? Lawyers, as the saying goes, think differently. Leaving the jokes aside, lawyers with critical thinking skills that have been practiced and mastered over a career can only lead to broader discussions and better informed decision-making as boards provide direction and advice. I nominate Ben for Chairman.