Steve Williams: lists the reasons why having a lawyer on the board is an “irresistible argument to pursue”
We recently welcomed Steve Williams (ex-Slaughter and May and former GC at Unilever) to talk to BCKR members.
Steve was sitting at his desk at ICI when the call came through from Spencer Stuart about a possible move to Unilever. He got the job, and then began a long run in making Spencer Stuart money.
Search firms make money out of us; by moving us they generate a fee; the more they move and place you, the better for them; the more they can bug you for knowledge, the better for them; he became their creature. He was used by them, regularly asked about rising stars in Unilever and always gave helpful replies … X would be a shoe-in for the right kind of place etc. Steve became a trusted source for them to call on. Finally, one day he was asked what he thought about being a NED himself. He said to himself ‘How hard can that be? Yes! I would like to try it.’ A few weeks later Spencer Stuart came back with the possibility of the NED role at Bunzl.
Tony Habgood was the Bunzl CEO at the time, then chairman – he said to Steve, ‘I don’t know you so that’s a good start’. Tony was not into the old boy network thing. This helped. Secondly the company was very largely a US corporation with a US chairman, an open-minded chairman open to having a lawyer on the board. This was not seen as weird to them (unlike for UK companies. Then… and too often now). This helped too. Steve had started his non-executive career.
Michael Perry was chairman of Unilever at the time and epitomised the alternative view – he said ‘Why on earth would they want you?’. This is the question we all have to face since chairmen believe they can buy what we offer by the hour. We have to make it clear that we have a broader reality, a certain cynicism that avoids group think, an ability to order facts, a mindset that’s almost unique to our profession. Why should the accountants have turned the board room into their own private garden? We need to fight back with a great crusade.
A number of things makes the lawyer in the board room an irresistible argument to pursue.
Key to this is diversity of THOUGHT – too often diversity is only considered in a binary numerical fashion – How many women? How many ethnic minorities? It is more than due time that the order, analysis and logic that lawyers can bring is valued as adding to that diversity piece.
Moral compass – we all know that companies have often rightly lost the trust of the public – there is a great challenge ahead to rebuild that trust. The better lawyers will provide this compass – the seemliness of things can be better identified by the better lawyers.
Moral relativity – decisions get harder, issues are no longer black and white – the colours have run somewhat – who would you rather have holding your hand as a chairman – the person who has spent their time balancing these things all through their career or the accountant or HR director or marketing director? The lawyer should win through on this debate.
If the lawyer comes with the right kind of spirit, understanding and commitment – it is time for that lawyer.
Admittedly not all lawyers will be suited, so this is the case for the defence.
Lawyers have an unfair reputation for being uncommercial. For many years, lawyers have been exporting a wonderful legal profession; we do have business acumen; there is no need to learn anything more on this front; BUT we do need to work on the lawyers’ reputation in this area.
Risk aversion/negativity – probably true to some extent, BUT boost this up, it avoids lawyers succumbing to the risk of group-think, of being swept along by collective enthusiasm. Actually taking on that role of being the challenger is important on the board and it’s a role that boards need. Do not, however, be held back by a lawyer’s fear that everything you say is weighed like a legal opinion, and with the benefit of hindsight you’ll be found wanting. That’s simply not the case – it’s just business decisions. People can disagree and both be right.
Tips to Avoid the Prejudices
Skill up! To break this glass ceiling, we have to persuade people that we are three dimensional. Some measure of evidence that we understand how things work and how boards operate is key. Why not cut our teeth on some boards pro bono – make yourself noticed and known, to assuage one obvious line of concern.
Downplay the lawyering – up-play the enthusiasm. Those skills and strengths already identified are real but don’t major on them – first and foremost you need to believe you can be a good NED and you must actually want to do it. You need to show an interest in the actual business process of the company – be willing to put on their uniform not the uniform of a lawyer.
Give emotional commitment.
How to Get to Talk to the Chairman
This is where the real issue lies for appointments to corporate boards. How are you going to get on lists with a sense of credibility – with a star by your name before you start? This has to involve a good intervention of the headhunter.
Headhunters don’t make much money out of placing a NED (they get £35/40k for placing a FTSE NED), yet without the headhunters’ blessing and insurance policy the appointment won’t happen as the company will get worried that they won’t pass the ‘proper process’ tests. Old boy network not enough. So you need to get close to one or more headhunters, but remember that you are not their client – so help them.
Start the process early – don’t wait till you’ve stopped practising law – it’s not going to be top of your list, nor a key priority for much of your time in law – but make it happen, push push push, think about how to skill up and push it higher up the priority list.
Moving from private practice into industry was half a step towards Steve achieving a NED career – he thinks it changed the definition of how companies saw him, completely regardless of whether he did in fact change. He also saw more of the board room first hand, through simply observing the Unilever board in action.
Being a GC of a large corporation helped him get over the issue of credibility a lot, without the risk of being seen to have too narrow a focus.
We can all broaden our focus – this is critical – companies want a general breadth of corporate knowledge and intensity – a very narrow field will make you unattractive unless that expertise happens to be wanted.
Steve believes in the gifted amateur in the board room. He is not in favour of upskilling the gaps in the executive by using non-executive experience.
You want to really enjoy making your opinion felt, getting noticed by taking the odd risk, don’t let two minutes pass without saying something – but believe what you say!
Make a decision as to whether you really want to be a NED. Is it simply a soft option for you, an ego trip, a gentle end to a career, or do you really want to do it, and why? You need to have an intellectual commitment to that case, don’t do it otherwise – you’ll be seen through and won’t enjoy it. Lawyers all start with one foot behind the line, and we’re not automatically wanted – so instead prove them wrong, make the charge and make a difference.
Should we pick a sector?
Tony Hapgood told Steve that consumers were what Steve would feel in his gut as a result of his Unilever experience, so consumer businesses would work for him. But too simplistic. He thinks you should broadly go by whether you feel an affinity for the business.
His own experience – speciality chemicals, consumer, paper mills, transport – consisted of very different sectors. As he gets older, his willingness to speak his mind is more indulged and that’s not sector specific.
The emotional commitment you have to the business process is more important than understanding the business process itself – do you have a belief in what the company does? If not, don’t take the role.
Dos and don’ts in interviews for lawyers?
He’s never insisted that a lawyer be on a list, he’s never interviewed a lawyer, no practising lawyer had made it onto the long shot list – so sadly he’s little to offer on that front. He knows that’s disappointing.
Do boards really welcome a challenger?
Steve doesn’t like the idea of disputes and disagreements being held outside the boardroom – but this is a deeply unfashionable view and he believes the warts-and-all should be in the minutes and dealt with openly in the board room. The tendency to group think is troubling and more likely to occur if disputes are dealt with outside the boardroom. Better to have people more honest and open, with more directors resigning without great hoo haa. But despite Steve believing this is the right way to go, he acknowledges that this would require a significant change in the style of most board rooms and chairmen.
Is the ‘challenger’ the right pitch for day one? Be true to yourself, don’t pretend you’re a lapdog. If the chairman doesn’t want you on this basis, don’t take the job.
Where do you see the values piece at the moment?
There is a strong possibility that lawyers can pursue promotion of the values piece, which is definitely outside the accountants’ space, and which should permeate through all companies top to bottom, genuinely. This should become a strong addition to the board room and one that we lawyers can easily contribute to. Bringing the companies back to putting this at the heart of what they do, right in the board room and changing the culture of an organisation top to bottom will be hugely valuable and lawyer can play a big part.
Need to push for more diversity of thought – lawyers can definitely do that.