company, says a key point of the McKinsey/Chamber study, and of the article based on the study, is that “if there are at least three members of a minority-status group, such as women, within a board or a C-suite, they would become an effective decision-making group, and someone would find it hard to go against the wishes of this minority of that size. It’s about creating diversity with at least three people, so that they can effectively express a divergent view.” What about the other way around? If diverse boards
can help more and more women and minorities become chief legal officers, can diverse chief legal officers be catalysts to make boards diverse? Less has been said about this concept than about the idea of having boards lead the drive to diversity. WomenCorporateDirectors, a nonprofit focused on plac-
" IT'S ABOUT CREATING DIVERSITY WITH AT LEAST THREE PEOPLE, SO THAT THEY CAN EFFECTIVELY EXPRESS A DIVERGENT VIEW." — Leslie Bradshaw
of women and minorities into those positions. Te article notes: “Our research suggests a correlation
between the representation of women on boards and on top-executive teams. Leaders at many companies encourage female (and male) board members to establish relationships with potential future women leaders and to serve as their role models or sponsors. And it was clear from our interviews that the boards of the best-performing companies provide much- needed discipline to sustain progress on gender diversity, often simply by asking, ‘Where are the women?’” Te McKinsey article was based on a study that the con-
sulting company conducted in conjunction with the U.S. Chamber of Commerce Foundation. Te study, based on data gathered in 2012 and 2013, was entitled “Advancing Women to the Top.” It concluded that if a major company makes a concerted effort to put at least three women on its board, it reaches “the tipping point for companies to start integrating gender diversity and inclusion at all levels.” Although only 19 percent of the companies in a sample of the Fortune 1000 made that cut in 2011, the McKinsey and U.S. Chamber researchers were optimistic that other companies could emulate them. Leslie Bradshaw, a Forbes columnist on women’s busi- ness issues and herself a chief operating officer of a start-up
MCCA.COM
ing women on corporate boards, has identified, as two of the key drivers of women on boards, both company CEOs and diversity executives. CEOs can “act as change agents in their companies, both by influencing the board and by actively sponsoring female executives up through the leader- ship ranks,” while diversity executives can “identify women and other diverse talent and make sure these individuals are visible to senior management and outside networks.” Although the group doesn’t specifically identify chief
legal officers as drivers of board diversity, there is no reason that they cannot take the role, especially if they are themselves women or minorities. Tey can, in effect, act as diversity executives. Te ultimate answer may lie with the sharply increased
role of in-house chief legal officers in major corpora- tions. In an April 2012 InsideCounsel magazine article entitled “General Counsel’s Heightened Influence in the Boardroom,” author Melissa Maleske writes that the role of corporate general counsel has become far more important, more hands-on, and broader in recent years. Maleske notes that today’s general counsel have become
as important to the board as the chief financial officer. “General counsel are now in the center of the action of the company because most of a company’s decisions now involve the kinds of issues that involve the essential skills of general counsel,” Maleske writes. She quotes legendary former GE General Counsel Ben
Heineman as saying that the skills now required of GCs “go far beyond being a technical lawyer. Tey have to be wise counselors and leaders.” Although the article doesn’t specifically mention board
diversity, in it former Monsanto GC Bill Ide says that today “the public is much more directly involved in the scrutiny of everything a company does, and that just wasn’t true 15 years ago. Companies were much more insular.” Now that the general counsel must act as a wise coun-
selor and leader, as well as respond to the public scrutiny that companies face, the next issue on the GC’s plate may well be increasing board diversity. D&B
JULY/AUGUST 2013 DIVERSITY & THE BAR® 37
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