Sandrine Roseberg: Find out how you, as a lawyer, can “add value” to a board
Starting out as a lawyer, Sandrine Roseberg moved to Asia for her husband’s work but didn’t want to be a lawyer there. So, just after the Asian financial crisis she became a headhunter, replacing expats with locals.
The statistics on lawyers on boards are not great. There are just 26 lawyers on the FTSE 350 boards. Most of these trained as lawyers and then shifted into different roles. Only 8 practiced law to a significant extent before getting a board seat. In investigating these lawyers further, there seems to be a clear link between the geographic presence or sector of the company concerned and the lawyer’s experience.
Speaking to chairmen about lawyers their approach seems pragmatic. With boards being pretty small (6 to 10 members) the chair will look for breadth of expertise. They want a full contribution from their members. They do want specialists BUT ones who can contribute more generally on M&A, strategy, HR development etc. Lawyers are not seen that way – negotiators, risk assessors, yes, but not business leaders. 44% of the company secretaries to the FTSE 100 are also their GCs. The proportion is 40% for the FTSE 250. All these companies therefore have legal knowledge at their board meetings. The perception remains that lawyers are too much into the detail.
In the US the position is different, but even there the percentage of directors who do not have CEO experience is going down.
What makes a good board today?
- A good chair
- Diversity of views, to some extent (Chairs are regularly reminded that ‘group think’ is not good)
- Gender and ethnic diversity currently more important as easier to measure
- Chairs are just starting to say that they want their board to come from anywhere, but often this approach simply doesn’t work since board members have to speak the same language
- International expertise still valued
- Technology and digital understanding highly sought after
There will be change in the FTSE 100/250 Chair population, as the vast majority are 65+ at the moment and many will need to rotate off the board within 3 years – 9 years is now the maximum for Chairs.
There is a big push by shareholders to ensure that Chairs aren’t over-boarded. 5 points max. One for a NED role, 2 for a chair. You can’t chair more than 2 boards.
The chairs of tomorrow will be current executive board members, often group CEOs who’ve left their executive career in their late 50s e.g. Patrick Thomas of Johnson Matthey.
Since the Volkswagen problems, risk management has to be part of the board strategy. It used to be just a list to update at the Audit Committee, with Financial Services businesses giving it greatest focus, but now industrial businesses are at risk and might look towards lawyers to help in that area.
Generally, a Chair will come and tell Sandrine what they need. What is important is how the headhunter approaches their search. JCA never put a candidate on a list without having a recommendation from people who have worked with them first. Headhunters need to learn about a candidate’s working style, are they broad in their experience and will they adjust. JCA, and now Heidricks, will always try to speak to 2 or 3 individuals before a candidate gets on a list.
Networking is very important as there is a lot of sourcing in the initial process. You may be on a longlist without realising it.
Then the headhunter will discuss the long list with the Chair to see whom he wants to approach. Then selected candidates will meet the headhunter and then the client and after that formal referencing takes place, with individual referees identified by the candidate.
How do you get on the list?
It depends on the brief.
- Is the chair is looking for sector experience?
- Is he willing to include advisers or only operators?
If the list can include ‘advisers’, the headhunter will approach firms which are known specialists in that area, then they will talk to their sources. Sources are typically those with plenty of board experience themselves.
When a chair comes to the headhunter asking for candidates they discover whether they are more open to diversity. A chair generally wants a list of people they don’t know and who might have a different approach. Heidricks have pledged to promote diversity by having a 50/50 longlist (i.e. 50% white male and 50% everything else!). 80% of their non-exec work this year was requested to be women only.
Is any distinction made between lawyers and GCs?
A chair looks for a candidate who he/she will appoint for a minimum of 6 years – the concern is that they can always buy in legal advice if needed, so if you have no managerial or sector specific experience as a lawyer you have a hard battle to prove that you can offer the requisite breadth. A GC coming from a corporate environment is perceived to have better corporate experience, simply a better understanding of how a company works.
If you are coming from professional services and aren’t ticking any diversity box, you will need to do a good sales job of your skills to get on that list. The kind of skills they will be looking for are:
- Change agents
- Strong cultural agenda
- Transformation – IPO or lots of big acquisition integration – important for the future of a business
- Other board experience
- People management is important
Being the highly intellectual lawyer who is living in a bubble doesn’t play well and can be intimidating.
Can you validate your credentials through working on a not for profit board?
Not for profit boards can be very time consuming. Some are well run and organised and have great boards. However, stay away from the ones that look to you to transform their boards. You will end up being their lawyer and they may be looking for monetary support too.
A strong chair in a not for profit can however, give you the right experience. Having a couple of well-connected board members can also really help from a referencing point of view. You then get the chair to lead your conversation. You need to really believe in the cause and, of course, make sure you do your due diligence.
How do you rebrand yourself after a life in the law?
You need to be able to demonstrate your translatable skills. You need to highlight examples of the right skills and speak the corporate language that resonates with business leaders. Don’t hesitate to give these examples to headhunters.
The practice of talking to people is important. Rehearse what is relevant. You need to be more than a very good specialist.
- Your CV has to say “This is an experienced board member”, “This is where I add value”, and it’s all backed up by years of experience in a law firm
- Cover what you’ve done and how it can transpose into a board context
- When you meet a headhunter, make it clear how you behave
- The new generation of chairs is going to be far more interested in how you behave than what you’ve done and needs you to be interested in the business. They can then develop you as a board member.
What do you look for in a candidate?
- The balance between listening and challenging
- Confidence not arrogance
- Energy and enthusiasm
- Not just a box ticker – people who genuinely believe they can bring something to the board and have the personality to go with it.
What are the warning signs to look out for?
- The chair. Try to imagine working with the chair during a crisis on a sunny Sunday afternoon. The chair can make your life a delight or a misery.
- Talk to people who have been exposed to that business. Culture is hugely important. It needs to be the right fit.
- Diversity of experience – social diversity is a nut not yet cracked
Does your CV open doors or not?
It needs to show the progression of your career and be substantive enough that a headhunter could write their own report on you from it.
The real key is to be open about who you are as a person.