Dan Harper is vice president, corporate counsel and secretary for Océ North America, Inc., a Canon Group Co. He is also immediate past president of the Chicago Chapter of the Association of Corporate Counsel. The views expressed herein are the opinions of the author and do not reflect the position or viewpoint of Océ North America Inc., Canon Inc. or any of the Océ or Canon companies.
Courage is not simply one of the virtues, but the form of every virtue at the testing point. –C. S. Lewis
A few weeks back, I had the pleasure of attending an ethics program co-sponsored by DLA Piper and Major, Lindsey & Africa . Susan Lichtenstein (Hill-Rom), Stasia Kelley (DLA Piper) and Paul Williams (MLA) informed an attentive audience of what it is like to be in the boardroom when it comes time to make a very personal decision – whether to “press the button” that will effectively end your future with the company, if not your career.
In a nutshell, the program focused on the GC as trusted adviser, financial analyst, compliance officer and legal advocate. The panel discussed the business needs for a GC with multi-dimensional skill sets and what happens as a result – an increase in the number of circumstances in which the GC is faced with business/legal situations requiring ethical (and not just business or legal) considerations.
GCs are faced with balancing the need for creating trust and synergy with the business team against ethical obligations to ensure the company is behaving “properly” – meaning legally and, in some cases, “ethically”. How can a GC continue to build relationships with the business operation executives while also acting as the company’s moral compass, responsible for reporting ethical breaches to the board?
First, the GC must have an unwavering commitment to ethical conduct at all levels in the company. She must sow the seeds of a “culture of compliance” and nurture that culture throughout her tenure. This commitment must be unwavering, for it will no doubt be tested.
Second, she must not only talk the talk, but she must also walk the walk. Ethical considerations should be raised whenever an ethical concern presents. Ethical considerations should also be part of the decision matrix, so as to ensure consideration of the ethical implications of a decision, even if ethical concerns are not immediately obvious.
Third, the GC must make known her commitment to ethics to every board member, executive and line worker in the company. It must be communicated to the company frequently and regularly. GCs have influence within their organizations and should use it.
Fourth, she must have an excellent relationship with the board so that each member feels absolutely confident that if the time comes, she will press that button and make them aware of all serious issues affecting the company. More importantly, they will trust her judgment and follow her advice in rectifying the problem.
In thinking about how we might influence our organizations in the care and feeding of an ethical environment, often overlooked is how we might influence our outside lawyers to practice in an ethical and civil manner. Lawyers do not enjoy a reputation for being kind to one another. Often, clients expect us to act nasty, disrespectful and mean to our adversaries. Some clients even believe that a lawyer cannot possibly zealously represent a client unless they act in such a manner.
I believe in-house lawyers, and particularly GCs, are well positioned to work a change in the legal environment so that clients will learn to expect nothing less than the utmost in decency from their lawyers. In-house lawyers hire and pay firm lawyers. Firms listen to their clients. If we charge our outside team of lawyers with the responsibility to be civil, professional and yes, even polite – they will listen. I am absolutely convinced that if we reward professional behavior (with fees and more work) and discourage underhanded gamesmanship (by referring work to other firms), the legal world will change.
In-house lawyers have the responsibility to foster a culture of compliance and ethics within their own organizations. In thinking outside the box (extending her influence outside the company), the GC can extend her influence beyond a culture of ethics, to one of civility by and between the outside lawyers, as they zealously advocate for their clients.
Each of us must be able to look at ourselves in the mirror and be content with what we see. We must know that we have done our best to represent our clients zealously, professionally, competently and ethically and that we have conducted ourselves in a manner that reflects well on the profession we have chosen.