In-House Counsel’s Roles, Responsibilities and Accountabilities to the Board of Directors

Abstract

There may be attempts by other senior management to unduly influence, or even control, in-house counsel, such that in-house counsel may reasonably believe that their professional legal duties and obligations may be undermined. This article will level-set the proper roles, responsibilities and accountabilities of in-house counsel, in navigating the relationship between (i) working with other senior management; and (ii) the accountability of in-house counsel to act with a view to the best interests of one’s client, which is the company, e.g., the corporation, as represented by the board of directors, as elected by the company’s shareholders. This paper will discuss in-house counsel’s governance-related roles and responsibilities in each of the following matters: (i) accountability; (ii) governance policies and practices; (iii) retaining legal advice; (iv) accessing and advising the board of directors; (v) whistle-blowing; (vi) anti-fraud and corruption; (vii) risk governance; (viii) instructing other management as need be; (ix) developing an effective mindset and skill-set; and (x) responding effectively to geo-politics.