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CCCA_V4No4_BenHeineman-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 10/27/10 3:41 PM Page 42 Feature adoption of global ethical standards beyond what the law high integrity in a variety of different forms and ways, but you requires that are in the enlightened self-interest of the company clearly need management to develop systems and processes and the employees that exhibit values of honesty, trustworthi- which are embedded in the business processes to make it hap- ness, fairness, reliability and candor. So integrity has these three pen. So you need both leadership and management at the CEO elements of law,ethics and values.You need a culture which basi- level. [General counsel] must clearly work with the business cally fuses the two together. leaders to build integrity concepts into business processes. This culture can… be a negative culture in which you have The general counsel, in my judgement, should have many dif- rules and if you violate them you are punished. But what you ferent roles in addition to being the chief lawyer for the compa- really hope for is a positive ny. I talk about three culture where because of lawyerly roles: one is an leadership, primarily from astute technician — funda- the CEO and top leader- The quality of the inside mentally understanding ship, but surely from the “ what the law is and where lawyering is an investment that general counsel and CFO it’s going — then there’s and other top staff, provides enormous returns the wise counsellor which employees affirmatively to a business. involves asking the ‘ought’ want to do it, want to do questions: what ought we the right thing, want to ” to do,not just what is legal, follow the law, want to fol- and that involves an under- low the ethical dictates, want to have the right values. Now that standing of society and trends, social expectations and con- is the why and the what; the how is something I write about in stituencies. And lastly there is the role of leader. my book High Performance with High Integrity and that’s quite a complex system. : What organizations are currently living this vision? Who is Qbuying in? Q :What’s the general counsel’s role in building that culture? AMost large multinationals are certainly heading in this direc- : I don’t want to get in the business of naming companies. :The basic thesis is without the CEO and the top business tion. I would hope that increasingly people will understand in Aleadership deeply believing in this fusion between high per- their self-interest that there is a powerful business case to be made formance and high integrity, it will not happen. General coun- for the fusion of high performance with high integrity. I deeply sel by himself or herself cannot do it.With a CEO who wants to believe that it is the core of capitalism,that it is a necessity of busi- do it, the general counsel has an extremely broad role way ness.You don’t do this for reasons of moral philosophy, although beyond the law to deal with issues of ethics, public policy, com- some of these things do have roots in moral philosophy.You do it munications, of reputation, of relations with much of the non- for powerful business reasons. An integrity miss can have cata- business outside world and has an extraordinarily important strophic impact these days — for example [the BP Gulf spill] was inside role in developing education training and a whole series truly catastrophic. Integrity also has a very affirmative impact in of things. So general counsel is absolutely central to the achieve- the marketplace and in broader global society.I think that enlight- ment of this culture but cannot do it unless there is a strong ened business people will understand this is really the foundation desire that such a culture exists from the business leadership. of the corporation and it is one of the most fundamental tasks of the general counsel to help the CEO fuse these two imperatives Q :Would you describe this as a formal program or a philosophy? to create the culture. That is why I think the role of general counsel has changed so : It’s both. There is a distinction in the business literature much.When I started a long time ago, one of the major changes I Athat has been used forever between leadership, which is was able to make, because I had a very sympathetic CEO, was to adapting to change and is really the articulation of aspirations for hire the best. I was one of the people who transformed the prac- the company, and management, which is dealing with complex- tice of law inside of companies by getting lawyers who came from ity. And you clearly need both.You need the leadership in terms the outside:firms,government or academia and who were as smart of the articulation of the aspirations of high performance, of or smarter than the law firm lawyers and were able to do things 42 CCCA Canadian Corporate Counsel Association WINTER 2010