The general counsel as mentor: this is an underappreciated role, but one that can lead to a more effective board if such a relationship is forged between the general counsel and the directors.

• Author: Kristie, James

When we think of the roles and duties of general counsel, particularly in relation to the board of directors, I'm guessing that not many Boardroom Briefing readers would think of putting "mentor" on the list.

And yet that is precisely a vital role the general counsel should play in his or her relationship with directors.

I'm indebted to Raul Deju for identifying this overlooked role in an article he wrote for Directors & Boards titled "What a Board Needs from Its General Counsel" [Second Quarter 2005]. Deju, president of Deju Management Advisors Inc., has served in top positions--chairman, CEO, president, COO, as well as board member--of both public and private companies and not-for-profit enterprises. He has seen the general counsel in action in many different environments and relationships. His advice was well received then and is well worth reprising now in setting the tone for the informative advisories ahead in the pages of this Legal Issue 2009 Boardroom Briefing.

In the grand scheme of governance, corporate counsel must serve a board in several roles, Deju explained: "They need to be teachers, educating a board on its responsibilities under the law; mentors, advising the board on opportunities, liabilities, and approaches; requestors, requesting board actions as appropriate; and executors, executing the board directives as assigned."

Enlarging on the general counsel as mentor, Deju noted: "Because most board members are not lawyers, counsel is expected to continually assist directors in the discharge of their duties. This is particularly true in small public companies, where members may include founders, technical people, and early investors who have little experience participating in the management of a public company. ... Proper mentoring is an essential part of counsel's responsibilities. General counsel should establish a relationship with each individual board member and meet their requirements for information. While this is somewhat time-consuming, it is the only way to ensure an effective board.

In the companies that he worked with, Deju stated that "the two most significant areas requiring mentoring involved the responsibilities of independent auditing and ensuring there are no conflict of interest relationships within the enterprise."

To further illuminate the matter, Deju drafted a checklist...