PRESS: Top GCs Call for Role to be Formalised in UK Corporate Governance Code

Habiba Cullen-Jafar at Law.com has covered our FRC consultation response, calling for the closure of a historic gap in the corporate governance code as regards the role of the General Counsel and in-house legal department.

An extract is below. You can read the full article here (paywall - free to subscribe for 1 article a month).

A group of just under 80 general counsel and other legal executives have signed a letter to the Financial Reporting Council (FRC), urging it to recognise and formalise the role of general counsel in the proposed overhaul of the U.K. Governance Code.

The FRC, which regulates auditors in the U.K., launched a consultation in May to overhaul the country’s Corporate Governance Code in the aim of  “improv[ing] accountability” among directors and board members.

A number of top legal voices from the likes of Vodafone, AB Inbev and the Canary Wharf Group, have signed a collective letter, which claims it is “extraordinary for there to be no specific reference within the Code or its supporting Guidance to the role of the General Counsel”.

It added: “While the general counsel role is not yet formalised in legislation as in other jurisdictions, we recommend including a direction in the Code for organisations above a certain size and risk profile, to demonstrate how they are operationally managing legal and associated risks, for example by having an internal legal function or external legal advisors with full access and oversight. We also recommend strong best practice guidance for companies that have a statutory duty to appoint a Company Secretary, also to have a General Counsel or equivalent.”

In a LinkedIn post, Jenifer Swallow, former director of legal technology campaigners LawTech, called on other general counsel to sign the collective response by September 12, writing:

“The consultation is a critical opportunity to address a historic omission: failure to formalise in regulation the role of General Counsel and in-house legal departments in decision making, risk management and corporate culture.”

The letter is set out over 15 bullet points, outlining the group’s rationale via a number of examples, from citing the influence general counsel have over “culture” in a company to the role they play in the preparation of financial reporting. the underlying the “visibility”.

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