Diversity, Equity & Inclusion - The Role of the General Counsel and Company Secretary

In 2008 I joined a small public company, cross-listed listed on AIM and Euronext Amsterdam. I think it is fair to say that in 2008 its Board did not exactly meet too many modern day DE&I criteria – we had eight Board members, all of which were white, British and male, and aged between 50 and 75.  I don’t like the ‘pale male and stale’ moniker - perhaps I’m conflicted (it will soon apply to me!) – but also as it can too easily overlook experience and talent (which that Board certainly had, including a former Chairman of Babcock International PLC and a former Minister of State, who was knighted before being made a life peer). None the less, it serves to make a point.

In that role in 2008, DE&I was not a topic of discussion. Maybe that was a function of the size and nature of the business and where it was on its growth journey, but I think it also speaks to how far we have come over the last 15 years in DE&I being on the agenda.

When I stepped down as General Counsel and Company Secretary from the same PLC last year, I am pleased to say that of the eight Board members, two were female and two were non-British and based over-seas. Baby steps maybe, still not enough to prevent some institutions from voting down AGM resolutions, but on the journey nonetheless.

Sometimes in the role of General Counsel and Company Secretary, it’s very hard to calibrate how hard to push certain issues with Management and with the Board.  Of course, we all know that as a GC and Co Sec, part of the job is to advise on the law, regulation and good governance. That’s the easy bit. The challenge is judging how best to apply it, fitting it into the context of the organisation at a point in time, with the myriad of other pressing business considerations.

It was therefore really interesting to discuss the role of the GC and Co Sec in DE&I at last week’s “Connect”. There was a diverse range of experiences shared, but here are some insights….

1. Culture and Global Landscape – understanding the culture and global landscape of the organisation you work for is key to understanding where the opportunities for growth in the DE&I agenda may lie. One size does not fit all, different organisations will have different needs and different openings for DE&I, and sometimes things can be delivered in one geography of a global organisation (for example in the UK) where it may be difficult in other geographies of the same organisation (for example, parts of Asia). Work out where those openings are, they may not be global. Don’t take a pro-forma approach.

2. Team Leadership – start with what you can control with your own team and promote DE&I within that, considering the make up and balance of your team and how it interacts with other stakeholders. Lean in to how you can personally grow, learn, inspire others, engage with team members and show DE&I leadership.

3. Constructive Challenge – raising DE&I opportunities and challenging institutionalised norms is not necessarily easy, but talking with your direct reports, CPO, CFO, CEO or Chairman to elevate and promote awareness of DE&I issues is key.

4. DE&I Training – what training exists internally? How can it be improved? Ask staff for feedback and ideas. Stop and think how to bring training to life; rather than a 45 minute e-compliance module, think whether it might be possible to organise external guest speakers, to grow awareness and perspective with lived experiences. Tip: In addition to external resources, don’t overlook employees from under represented groups who may wish to be speakers; a great opportunity to share their story, challenges, success and raise their profile.

5. Accountability – organisations are increasingly constituting a DE&I Committee to take accountability, specifically monitor, report on and improve DE&I internally, as well as of course ensuring compliance. Do you have a Committee?  Would it be beneficial? Could you get buy in? Could you as GC or Co Sec sit on it?

6. Remuneration – has the Board or Rem Com considered incorporating specific DE&I targets into its Executive Remuneration Policy? It’s funny how hard-wiring deliverables into pay can bring about fast action and change!

7. Why DE&I and what does ‘good’ look like – if advising on DE&I, do Management or the Board stop and think, well, diversely? Sometimes the focus can get stuck on gender diversity, or perhaps ethnicity. Is there a discussion and advice on, for example, age, social background, disability or religious background? Is there a discussion occasionally on why DE&I is being promoted, where diversity of thought might bring better decision making, enhance value and what good looks like for the organisation you work for?

8. Sensitivity – DE&I can be a delicate and sensitive subject for many – and for many different reasons. Recognise and acknowledge that, be sensitive and listen. Get comfortable with uncomfortable feedback or conversations around DE&I. Try to see from other points of view.

9. Attracting top talent - Partner with a search firm with DE&I at its core to ensure a range of talent is presented for consideration. Every search we undertake at MLA is a DE&I search; we are committed to making a difference and understand we have a big responsibility as a search partner to ensure talent from underrepresented groups is considered.

And as always, think about reaching out to a few members of your GC and Co Sec peer group to see what they are doing in their organisations on DE&I  – “Connect”!