Best Practices for Building Relationships With the Board from Experienced General Counsels

Throughout your career as a general counsel, you’ll need to embrace the art of developing relationships based on trust — especially when navigating board dynamics.

As GC, you’re often a bridge between the C-suite and the board of directors. You’ll need to maneuver among diverse personalities and perspectives, both in and out of the boardroom, and develop trust both with your management team and your board of directors.

General counsels must be well-versed in boardroom dynamics. Below is a collection of top tips from experienced GCs.

Key Takeaways:

• Get to know directors on a personal level — including hot-button issues they care most about — but also be sensitive to their time and jam-packed schedules.
• Develop relationships with outside counsel, other GCs from VC or PE firms, and independent members and observers.
• Build rapport with your CEO by playing a buffer role between them and the board on tough issues or conversations.
• Building relationships with board members can pay dividends down the line. Many GCs find them helpful mentors and with future career moves.

Building Relationships In (and Out) of the Boardroom

“The time to develop relationships among board members, the CEO, and key members of management must come long before those relationships will be tested in moments of stress,” says Danielle Sheer, Chief Trust Officer at Commvault. There are so many ways to get to know your board members, including through enabling their work as directors.

Rob Rieders, General Counsel at Postmates, suggested getting to know your board members as individuals. He recommends arranging one-on-one meetings with each board member early on in your tenure at the organization — ideally, in person. “You will not form a good relationship in the boardroom. There’s simply no time for it,” he says.

Rieders also suggests becoming the official corporate secretary of the board as soon as possible. “The benefits of being a secretary outweigh the benefits of just being the notetaker who attends meetings,” he says. “The quicker you can get the CEO off the concept that you’re just there to be a scrivener, the faster you’ll find yourself a key part of the board’s work.”

Remember Who’s the Boss

At the very top of the hierarchy of relationships, noted Rieders, is the CEO, and you as the general counsel work for that person. If the CEO is going to grant access to the board, the group of people who has the power to hire and fire the CEO, there has to be trust between the two of you. “Your CEO is often the gatekeeper to the board meeting and process, and [without their support], you’re going to have a hard time establishing any relationship with the board,” he says.

One way you can build rapport with your CEO, suggested Christopher Lal, Chief Legal Officer at software company Alteryx, is to offer to split the narrative with the CEO on areas of judgment that come before the board. “Maybe you want to present the risk exposure and allow the CEO to present the opportunities behind a certain initiative. That way, you convey, ‘We’re a team, and I’m happy to take on the harder discussion.'”

Let Outside Counsel In

Maintaining a relationship with outside counsel is another strategic move, says Rieders. “Your relationship with the board can be strengthened tremendously by your relationship with outside counsel,” he says. He added that the right outside counsel can play a critical support role, especially for legal areas with which you’re less familiar. “The board meeting is the Academy Awards: You’re going for Best Actor, and your outside counsel should be going for Best Supporting Actor.”

“What matters most is that the board has every resource they need to do a good job,” says Sheer. The GC can provide opportunities for directors to develop relationships with various trusted advisors. “By providing opportunities for outside counsel to build relationships with each director, when the time comes for the board to make difficult decisions, not only can they lean on me as GC, but they can feel comfortable turning to our outside counsel as well.”

Don’t Forget About the GCs of VCs

It’s also a good idea to be on a first-name basis with the GCs of any VC or PE firms involved with the board. “If you have VCs on your board and they have a GC, get [resolutions that will be discussed for approval] to your VC’s GC,” says Nathan Garnett, General Counsel at online marketplace OfferUp.

Rieders seconded this point, noting that other GCs can be helpful allies when you’re seeking a pulse check on time-pressed directors.

Find Your 'In'

Kathleen Patton, General Counsel at impact technology company Divert, pointed out it’s important to understand what everyone in the boardroom uniquely brings to the table — and what their priorities are.

“Think about the people in the room [beyond the CFO and investors],” she says, bringing up the hypothetical example of a board member who frequently mentions cybersecurity or financially focused members. “Leverage that person. Ask them, what do you think about our cybersecurity posture? Do you want to learn more about it? At the next board meeting, would you like to have the CISO come in?”

This kind of investment helps your board to be better informed and the company’s programs to become stronger, and it can even pay off down the line when you’re seeking board buy-in because they might have been part of the solution all along the way.

Best Practices for Building Strong Board Relationships

Every board is different, and dynamics can be unpredictable, but there are a few best practices that apply in most scenarios.

1. Don't Box Yourself In

Even though GCs don’t always get prime speaking time at board meetings, Rieders says it’s a good idea to try to get one useful, informative slide into every presentation. This not only establishes your credibility, but it normalizes interacting with the board in non-“fire drill” moments. “If you have a normalized communication effort with the board, when you speak at a meeting or contact a member, [they understand] it’s not because the house is burning down, but because you’re trying to provide them with insightful information or obtain insightful information,” he says.

You also need to showcase your value as a business strategist. Lal noted that weighing in exclusively on legal matters during board meetings is an easy way to box yourself into the “lawyer-only” category. To avoid this, he suggested conveying risks through the lens of business goals.

“Often, that includes proposing appropriate ways to accomplish the intended goals while complying with laws or reducing exposure,” he says. “I always take a balanced and level-headed approach to topics. I try not to be too ‘the-sky-is-falling’ all the time, and I look for ways to move the business forward while maintaining compliance.”

2. Enable Your Board

“One of the most important roles of the general counsel is to enable the board to be well-informed, well-educated, and well-prepared,” says Sheer. Every board should be a working board, she adds, and that work can consist of serving on various committees that review financials, developing a pipeline for prospective directors, or overseeing a company’s cybersecurity risk and strategies.

“GCs can enable directors by creating ‘guidebooks’ for the board and committees that detail the work to be accomplished every quarter,” offers Sheer. She suggests meeting with each committee chair quarterly, helping to develop agendas and materials, as well as providing relevant industry or regulatory updates that chairs can share within their committees. Then, at the Board meeting, she says, it’s time for the directors themselves to shine, where the chair of each committee updates the full board. A special bonus, says Sheer? “At the same time as you’re enabling directors to do good work, you’re getting to know and learn from each other.”

3. Command the Room (or Zoom)

Occasionally, conversations in the boardroom slide off the rails or become too tactical. In these circumstances, the board chair or the general counsel are in the best position to nudge the conversation back on track.

Amy Sennett, General Counsel at tech hiring firm Karat, also suggested that GCs’ role as mediators is even more important in virtual contexts. “In virtual meetings, use your interpersonal skills to see if you’re losing a board member. If they are not engaging on an issue, maybe it’s something about the format or the presentation or the substance level that’s just not hitting… this is a natural place for GCs to step in,” she says.

4. Follow Up and Follow Through

When engaging with the board, be sensitive to people’s time. This applies to all communications, whether informal follow-ups, social engagements, or more formalized processes like seeking written consents or distributing pre-meeting materials or minutes. Summaries and the “three-bullet-point” rule are key. Even a quick email can go a long way, added Rieders. “Send a simple email before you send out some huge consent,” he says. “That’s incumbent upon you. The CEO and CFO may not be doing it, but will love you if you do.”

Once you have a baseline relationship established, you can also solicit candid feedback from board members to improve future meetings. Consider asking:

• Are there other materials or discussions you would like to engage in?
• Do you feel like you have a comfortable understanding of the enterprise risks facing the company?
• Do you want exposure to other members of management?

As a final note, Rieders pointed out that what you put into your board relationships, you often get back down the road — especially in the notoriously volatile world of startups. “At some point in time, your company may take a left or right, and you may be looking for something new,” he says. “Board members, in my experience, can be very helpful with your next gig.”

For GCs wanting to discover new strategies to strengthen board relationships, our members can be a valuable resource — apply to join the The L Suite community today.

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