Lawyers on boards: transforming from legal to leaders

Jeffery Tan presents the benefits of lawyers being included on company boards

In recent years, the legal industry has been subjected to a host of disruptive forces that have seen a change in the way lawyers practice the law: from having to compete with new legal service providers who are non-lawyers to adopting technology in the delivery of legal services.

But lawyers are not the only ones adapting to change. Many other professions like auditors and accountants have also ventured into new and adjacent areas of opportunities such as strategy and business consultancy services. In so doing, they have made the transition to boards of listed companies as non-executive directors a relatively easy one. Likewise, leading figures from business, politics and academia have also made this transition from their professional capacities to governing and providing oversight on company boards.

For lawyers, however, admission to boardrooms still seem to be less of a norm and where they are welcomed, it is often limited to a legal advisory role.

Given that boards these days embrace diversity, the question is why there are not many more lawyers on boards as directors.

Different landscapes

If one were to look at the FTSE 100 companies, only a handful have lawyers serving as non-executive directors. Anecdotally, there appears to be a negative mindset among public companies in the UK regarding the prospect of lawyers serving as directors. The stereotypical lens through which lawyers are viewed is one of skilled legal experts but not necessarily able to bring business insights or offer commercial views other than just presenting the applicable legal considerations and issues. Lawyers are often perceived (unjustifiably) as presenting different sides of an argument, offering limited commercial insight and leaving the relevant decisions to be ultimately made by someone else.

In Germany and the US, there is a very different picture: more than half of DAX 30 firms and Fortune 100 companies have lawyers on their boards.

Part of the explanation may be cultural: in the case of German companies, they tend to appoint advocates as directors as it is easy for them to go to a lawyer on the board for legal advice. In the US, where it is renowned for its highly litigious environment, many attend law school before pursuing a business or in-house legal career with no intention of formally practicing in a law firm setting.

Corporate asset

From an intellectual capability perspective, lawyers have the ability to be focused, concise and articulate. The ones who excel at their craft have the gift of dealing with complexity, a large amount of facts and data and yet make sense of it all – exhibiting the proverbial ability of ‘separating the wheat from the chaff’ and having discernment of what is ‘critical in a sea of grey’.

The ones who lead and manage law firms can certainly bring a business perspective and commercial acumen to the boards that welcome them. Likewise, general counsels and in-house lawyers who work for corporations have the exposure and experience of working closely with business in understanding key financial considerations and strategic issues. The fact that many general counsels and in-house lawyers have successfully risen to top business roles in US corporations validates this capability. Microsoft’s Brad Smith is a good example.

One could make the case that lawyers are well suited for boards given their clarity of thought, good judgement, and aptitude for persuasion. These attributes contribute much to the success of boards. Their ability to help make well-informed decisions and judgement on legal, regulatory and societal matters that face today’s boards, is a value not to be ignored.

The training lawyers receive provides them with the appropriate boldness and sensitivity to challenge a company’s management on business issues that are raised to the board, not dissimilar to their ability to question the application of established paradigms and precedents in a courtroom. Done with charm and wit, this can bring a powerful (and persuasive) perspective to boards.

While law is often criticised as ‘looking backwards’ through the use of precedents and the way law is practiced in an unchanged traditional manner through the annals of time, he modern commercially minded lawyer (both in private practice and in-house) can contribute to strategy and address current and future opportunities, as well as threats to businesses. This comes from the firsthand experience of seeing the many challenges to the legal industry and business generally.

Being open

In extolling the value of having lawyers on boards, there is also a need for chairpersons and directors to develop a greater acceptance of lawyers on their boards. Often boards look at lawyers as a ‘service on demand’ – to be sought only when there is a legal issue. An argument can be made that just as accountants and finance talents are readily inducted into boards, for their financial insights, the same can be said for legally trained directors on boards to bring a governance, compliance and regulatory perspective to a company’s board.

Perhaps the primary issue of why there are not as many lawyers on boards stems from many of them wanting to flash their legal expert status as a qualifying ‘entry ticket’ to boards.

The key to unlocking entry to boards probably lies in the hands of lawyers and in-house general counsels. Those who aspire to be on boards should work to downplay their legal credentials and help directors and chairpersons to look beyond their legal label – in some respects, one needs to stop wearing the legal badge. The emphasis should instead be on one’s skills and experience in business, management and leadership.

To put it bluntly, being a good lawyer is not enough. One needs to go beyond that.

Transformation

Lawyers need to develop their commercial acumen, strategic insight and be willing to express views that go beyond their legal subject matter ‘comfort zone’. For lawyers to take flight and ‘escape’ the ‘gravity’ of the legal environment they have been used to, it will require ambition, intentional effort, and practice. To succeed, lawyers will need to switch from their legal advisory mindset to being comfortable with expressing views and opinions that go beyond legal matters. This is entirely possible as clearly demonstrated by those who are financially trained such as CFOs, bankers and the like, expressing views and opinions beyond their areas of training.

In some respects, the transition to boards may be easier for general counsels who have been close to the board and strategic decisions of a company. Their exposure over the years helps provide insights into how boards think and operate, as well as the issues and concerns they resonate with. The fact that boards like Google, PayPal and Twilio have current or former general counsels on their boards validates this point.

So why aren’t there more lawyers on boards?

The answer probably lies in the need for lawyers to disrupt and re-invent themselves – going beyond just the law. New generation lawyers who have business acumen, financial literacy, tech savvy and a view that goes beyond just their legal capabilities will be well positioned to succeed in this transition to the board.

In many ways, the future belongs to lawyers who successfully transform from being legal advisors to individuals who can provide business insights, strategic counsel and management leadership.

When lawyers complete this transformation – a form of metamorphosis – like a caterpillar to a butterfly, they become an asset that takes flight and welcomed on any board.

Jeffery Tan is the Group General Counsel and Chief Sustainability Officer of Jardine Cycle & Carriage in Singapore jcclgroup.com