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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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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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

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.

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.

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.

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.

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.

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.

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.

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.