What governance mechanisms should General Counsel look to establish between the board and C-level executives in order to best manage officer reporting and liability – particularly in areas such as risk management, cybersecurity, and technology?

Among the many responsibilities of General Counsels (in the US) or Company Secretaries (in Europe), there are several that stand out.

Firstly, ensuring everybody is duly informed and trained on new regulation applicable to their functions, as well as on the internal code of governance adopted by the Board of Directors.

Secondly ensuring that the heads of the main functions of the company (finance, operation, IT, risk, compliance) are well aware of, and aligned on, the board strategies and guidelines. Board decisions must be accurately and timely communicated to the appropriate addressees, and reports regularly produced by the chief executives in the appropriate format.

We see our role as assisting General Counsels/Company Secretaries or board members in digesting new legal and regulatory rules, and in helping determine the perimeter and calendar of reporting by chief executives.

We do not intervene in matters of risk management, cybersecurity, and technology.