Bridging the Boardroom Gap: The Untapped Potential of In-House Lawyers in Corporate Governance

In-house lawyers are uniquely positioned to bring substantial value to corporate boards, an argument convincingly presented by Elisa D. Garcia, a former chief legal officer and current board director at Dollarama. Despite their capacity to contribute meaningfully to board deliberations, general counsels seldom have seats at the board table. This prevailing trend overlooks the broad skill set that in-house lawyers possess, which aligns well with the complex challenges that boards face today.

Corporate boards increasingly prioritize directors who excel at asking probing questions and approaching problems from various angles. In-house lawyers, with their expertise in listening and consensus-building, are naturally adept at steering board discussions towards rational outcomes. During her tenure as CLO at Office Depot Inc., Garcia recognized the dual benefit that board service could offer: enriching her contribution as a legal officer and simultaneously enhancing the board’s decision-making process.

Garcia’s pursuit of a board position underscores the proactive measures necessary for in-house lawyers looking to cross over into board service. She enrolled in the DirectWomen Board Institute, which equipped her with the tools to present her credentials and experience as a compelling value proposition to boards. Participating in programs like DirectWomen offers invaluable insights from seasoned executives and can be instrumental in bridging the gap between in-house counsel roles and board service.

In preparing for board roles, Garcia emphasized thorough research and understanding of the board’s operations and industry environment. Her experience highlights the necessity for candidates to undertake comprehensive preparation and to leverage their business acumen and industry-specific expertise during board meetings.

Garcia’s account sheds light on the subtleties of navigating stereotypes and how in-house lawyers can demonstrate their efficacy beyond traditional legal advice. They bring potent business insights, honed through practical engagements such as mergers, international negotiations, and governance issues—skills critical to strategic board discussions.

Importantly, board involvement can be mutually beneficial. Lawyers are encouraged to view board service as an opportunity to enrich their current roles, gaining insights into board operations that could loop back into enhancing their function as corporate counsel.

It is worth noting that these perspectives were shared by Garcia in an article published on Bloomberg Law. Her insights offer a strategic road map for in-house lawyers seeking to harness their skills within boardrooms, thereby urging boards to reconsider the underutilized potential of legal professionals in such capacities.