The Need for Legal and Compliance Expertise in the Board — Jay Millen in conversation with Glenn Buggy
As part of a larger conversation between Glenn Buggy and Jay Millen, this excerpt covers their discussion on the need for legal and compliance expertise in the board. Glenn is a senior partner in the Caldwell financial services practice and global practice leader of the firm’s compliance, legal & regulatory practice. Whilst Jay Millen is the managing partner of Caldwell’s CEO & Board Practice and leads the Charleston office team.
“Glenn, over the past year, we worked together on three very different board projects. One was for a consumer beverage business, the second for a public sector utilities company and the third for an industrial manufacturing business. And what we saw, were extremely different compliance needs for each of these.
“This ties into your earlier point, that there was an urgent need for expertise, whether general counsel or compliance capabilities, to be represented at the board so that they would better understand what they were facing.
“One was confronted with FERC and NERC regulatory issues, one with FDA compliance for food products and the third was looking at patent protection and IP protection. Are you seeing that same diversity of need across the board room?”
“Actually I do. That is what we are seeing, particularly in areas of financial services, which drives a large part of my work. There is a need to attract former prosecutors and people who have dealt with the kind of corporate and white-collar crime type of issues. I think it’s a definite example of an expertise that is more and more required and asked for at the board level.”
“As you have such people joining the board, what advice do you have for them as candidates? With regards to how they can integrate into the other functions of the board and learn the needs of the business, in addition to their area of special expertise?”
“I think it’s a balance. As a board member, you’re looking at oversight issues of a corporation, you are there to help to guide the corporation. But you are also there to be a fiduciary, to look from the shareholders’ perspective. So there is a delicate balance between being an oversight voice and helping to mentor the management team to move things forward.”
“How do you tie those two together, compliance function issues in the company on the one hand and at the board level on the other? And what about the communication required internally and at the board level?”
“The development and the evolution of corporate governance gets better and better. There are tools, there is technology, there is machine learning and artificial intelligence that is being applied to compliance oversight. This appreciation and expertise of next generation compliance and oversight in governance is going to rule the day. I think that’s probably the biggest change that I have seen. It requires a strong integration between your board member who is going to wear that hat, and the internal team that is going to be taking his advice and executing on it.”