Advising The Board Of Directors: What It Means To Be The Corporate Secretary

In my experience holding the titles of general counsel (Information Dimensions, a software company); EVP, corporate secretary and chief legal officer (Cardinal Health); director for publicly traded corporations; partner (Major, Lindsey & Africa); and now managing director (Allegis Partners), I have accumulated some knowledge on the evolving role of attorneys in corporate governance.

From these positions—past and present—I hold two very strong beliefs: One is that boards of directors benefit from having an attorney among them. In fact, 42% of boards have at least one lawyer occupying a seat; some lawyers evolve very well into becoming business people. Second, now is a great time for governance diversity, including adding attorneys of color who bring unique, nuanced perspectives to the business of running companies.

For these reasons, I took great pleasure in participating in a panel discussion this past October in Chicago at the annual meeting of MIHCA (the Minority In-House Counsel Association). The title of the panel was “Advising the Board of Directors: Challenges and Rewards.” With my fellow panelists, we explored the roles and skills that lawyers of any stripe need to understand and nurture. The panel also looked at trends and external influences that make practitioners of the law more valuable to corporate executives and directors than ever before.

My fellow panelists included senior legal and/or governance advisors in their companies: Stephen Brown, senior advisor at the KPMG Board Leadership Center; Marjorie Pierre-Merritt, VP and assistant corporate secretary for TIAA; and Katherine Smith, assistant general counsel and assistant secretary for Exelon.