The general counsel role remains heavily skewed towards operational and execution-driven work even though both boards and general counsel agree that the latter should be helping to mould enterprise strategy, according to “The GC-Board Alignment Gap: What Boards and General Counsel Say—and What Actually Happens” report published by BarkerGilmore.
The report showed that while boards and general counsel are “philosophically aligned” on general counsels serving as enterprise-level leaders, interaction design has led to misalignment in practice. Boards overall supported general counsel influencing enterprise strategy at formation, guiding material decisions, and informing high-impact risks pre-execution; however, consistent strategic engagement is undercut by interaction cadence, access models, and time allocation even though general counsels have the same ideas.
While feedback is provided, it is not specific or clear enough to reinforce modern general counsel role expectations.
“One of the most striking findings is how little disagreement exists between boards and general counsel. Both groups want earlier engagement, clearer priorities, and stronger alignment,” said John Gilmore, BarkerGilmore’s managing partner, in a statement. “The gap lies in interaction design, how governance actually functions day to day, rather than intent or capability.”
Moreover, general counsel said they were significantly involved in upstream strategy and enterprise risk, but boards still focused on governance, litigation, and transactions as measures of general counsels’ value. BarkerGilmore noted that in formal board processes, the outcomes of such areas are more visible; thus, general counsel fail to be recognized as strategic contributors.
The report’s findings indicated that both boards and general counsel considered one-on-one engagement with committee chairs to be the most effective alignment practice. It also revealed that formal structures like role charters and standardized reporting were less effective than pre-meeting discussions and clear follow-throughs after meetings.
“The GC-Board Alignment Gap: What Boards and General Counsel Say—and What Actually Happens” report surveyed 157 sitting general counsel and 34 board members.