In today’s complex business landscape, the role of general counsel (GC) has expanded far beyond traditional legal duties. Boards increasingly expect legal leaders to provide strategic guidance that integrate ethics, business objectives and risk management. Recent events like the Post Office scandal underscore the importance of GCs in placing ethical considerations at the heart of decision-making.

A key part of this expanded role involves briefing the board, including non-executive directors (NEDs) who bring critical external perspectives. Delivering impactful updates to such audiences requires distinct skills. Where the GC is also company secretary, part of their role often involves assisting others to present issues in board meetings in a clear and persuasive way that also brings out the legal risks relevant to a decision or proposal.

Five key areas

When addressing an issue, explain why it is important ‘now’

Boards need to understand the context of the information they receive. GCs should clearly explain why a particular issue is being raised – at this moment – whether it’s linked to regulatory changes, market trends or emerging risks. Context helps frame urgency and aligns the discussions with the company’s broader priorities. It’s also important to remind the Board when they have heard about the issue previously or explain why it’s being addressed for the first time.

Be clear and concise in your communication

Simplifying complex legal issues is essential. NEDs, who may not be involved in daily operations, need actionable insights – not exhaustive details. GCs should focus on presenting options, risks and potential outcomes in straightforward language. During crises, clarity becomes even more critical, enabling the Board to make confident decisions under pressure.

One of the NEDs at Welsh Water was ex-RAF and noted that senior levels of the military apply the “BLUF” mnemonic – or “Bottom Line Up Front” approach whereby an executive summary to each board paper should frankly address the key point being made in the paper and state what is required from the Board. 

Use crisis management expertise to its fullest effect

When crises arise, GCs must lead with composure and precision. Boards rely on them to provide timely updates, coordinate responses and guide strategy. Tools such as crisis playbooks and robust communication plans can help manage chaos while keeping the Board informed and engaged.

Promote ethics and integrity

Whilst GCs should never be seen as the single repository of the organization’s corporate conscience, they are key to promoting ethical governance. The Post Office scandal highlighted the dangers of sidelining legal counsel and also the very significant consequences of in-house lawyers failing to challenge flawed decisions. Good corporate governance requires GCs to take a stand when something seems wrong.

John Timpson, recently appointed a UK Minster of State, observed: “The Post Office debacle reminds us how essential it is for boards to encourage a culture where GCs can say, ‘Stop, this isn’t right.’” The scandal also underscored the reputational harm poor governance can cause. Today, boards look to GCs not only to manage legal risks but to ensure corporate integrity and public trust are prioritized in every decision.

Build a strategic partnership

This is the most important takeaway. Boards expect modern GCs to transcend the role of legal advisor and contribute as strategic business partners. By delivering clear communication, aligning legal advice with strategic risks and business goals and championing ethical leadership, GCs can help drive long-term success for their organizations and cement their role in strategic decision-making.

And bear in mind that non exec directors are not in the business all the time and won’t have the background or context for a decision that executive directors do – they need the board paper and presentation to contain all the relevant information in a nutshell!

Nicola Williams is a partner in Eversheds Sutherland’s Energy and Natural Resources team. She has over 20 years’ experience of working with regulated utility companies including working as a GC, legal and compliance director and company secretary for Welsh Water.