Securing Your Seat

As we begin a new year, we often make resolutions that include everything from pledges to visit the gym to declarations that we’ll spend more time with our loved ones. Professionally, we tend to look at the start of the year as an opportunity to implement fresh plans and new ideas to further the professional goals of our organizations, and ourselves.

One way ACC is assisting you in your quest to do both is through our newly released Strategic Plan 2.0 (SP2.0). While you may have heard a bit about this plan already, which strives to bring you more of the education and global networking opportunities you’ve come to rely on from ACC and more (visit for additional information), I’d like to discuss one of our most important objectives — securing your seat at both the executive table and the board table.

Last month, ACC Board Chair Bill Mordan talked about the CEO’s circle of “friends” — the people she choses to sit next to her at the table. It’s ACC’s position that the general counsel should always be included in this circle, reporting directly to the CEO, with access to the board of directors (BOD). This isn’t just a good idea; it’s simply a matter of good governance practices. That said, while strides are being made — as evident in the ACC Chief Legal Officers 2017 Survey where 72 percent of respondents noted that they report directly to the CEO — only 27 percent of BOD members surveyed in ACC’s Skills for the 21st Century General Counsel rank the GC’s “input into strategic business decisions” as a top-three driver. Even more disconcerting, according to the CLO survey, 21 percent of general counsel reported that they seldom or never attend BOD meetings.

This is why ACC’s “seat at the table” initiative is so important. How can a company claim transparent, ethical business practices if its general counsel is not at the right tables providing input as decisions are made and strategies are determined?

During a recent interview of Kenneth C. Frazier, chairman and CEO of Merck, he echoed this sentiment, stating that the GC should definitely report to the CEO as it sends a strong signal throughout the company. More directly, he said, “If the CEO isn’t listening to the lawyers, neither will anyone else in the organization. Setting the appropriate tone from the top is essential.”

This “On Leadership” interview with Mr. Frazier is part of ACC’s Model Governance Practices series, and was produced in collaboration with the John L. Weinberg Center for Corporate Governance at the University of Delaware (Weinberg Center). The series currently includes a video interview moderated by Weinberg Center Associate Director Ann C. Mule, featuring Gloria Santona, Aon board member and the former CLO at McDonald’s, and myself, as well as a thought leadership paper entitled “The General Counsel as a Corporate Influencer,” which I co-authored with Mary Blatch, ACC’s director of Advocacy and Public Policy. Through the collaboration with the Weinberg Center, as well as ACC’s own advocacy efforts, we are working to educate CEOs and corporate boards of directors regarding the proper role and positioning of the CLO. To find all of these resources compiled in one easy place, visit Make sure to check back frequently, as we are committed to issuing new thought leadership pieces every month.

ACC is committed to advancing your position of credibility and respect at both the chief executive’s table and the board’s table. I can’t think of a better New Year’s resolution to make to our members — and working together, we intend to make that happen for general counsel worldwide.