Page 13 - CCCA Magazine Fall 2019

{ FEATuRE }

KarIn McCaSKIll Jeff DavIS SonICa MoUton
Former Senior VP, GC & Secretary, Chief Legal and Corporate Affairs Offcer, Organizational Psychologist
Ontario Teachers’ Pension Plan
Empire Co. Ltd/Sobeys Inc.
“ You've got to navigate through “ to gain trust than to share “ inherent. People must see
Some [soft skills] are not
There is no quicker way
that minefeld in a way that
the value in it and want to do it.
preserves your credibility and
to human connection.
ends up being in the best vulnerability—[it is] cornerstone It takes intentional effort. ”
”
interest of the company. ”

One way to relate is get a taste of what it’s like to sit on a board 3. trust is Key
and face those same legal responsibilities. Hackett did just that
and says her experience as a director before moving in-house was It is also the frst step in building a trusted re-
invaluable when it came time to deal with board issues. lationship. Davis believes empathy is key to
Also, understand the inherent dynamics common to most fnding common ground and building trust.
boards. Bertrand says CEOs, like GCs, often lack board experi- “You’re trying to put yourself in the posi-
ence and do not understand what boards want. They see board tion of the people in the room.” Your inter-
demands as intruding on management’s turf. Contrast this to viewing and listening skills need to shine.
directors, who generally have experience in management and Ask questions in a non-judgmental
struggle with micromanagement. way, he advises, and understand how direc-
Osgoode Hall Law Professor Poonam Puri, a corporate gov- tors feel about a matter. Acknowledge their re-
ernance expert, says compounding that is the fact that directors sponses and “play back” their answers to show you hear them
“don’t have the same knowledge or background” in the com- and understand their position. Be open and “try to understand
pany as management. However, the “governance model we have their perception.”
requires the board to do their due diligence before they make Davis goes further than most when looking to build trust.
a decision,” so they are obliged to challenge and ask questions. He also relies on vulnerability. “There is no quicker way to gain
That is why information fow between management and the trust than to share vulnerability,” he says, calling it the “gateway
board is crucial. What management excludes in a report can be to trust” and the “cornerstone to human connections.” He notes
as important as what it includes. Simply knowing management that everyone has “imperfections,” and by sharing or acknowl-
canvassed an issue and rejected it can relieve director concerns. edging a vulnerability, it shows your human side and people
relate to you.
2. Build relationships
4. Maintain neutrality and Credibility
Boards are about relationships, so don’t miss
opportunities to build them. When Ber- A constant challenge GCs face is maintain-
trand arrived at CBC, she considered ing neutrality and credibility. This is where
restructuring the legal department, jet- self-awareness plays a big role. You can’t
tisoning her involvement as board secre- be seen to be the mouthpiece of man-
tary because was too administrative. Her agement. Nor can you be seen as the
chief of staff advised against it because he board’s spy. It’s more like a neutral Swiss
“understood the importance of the role of diplomat, whose ultimate loyalty is to the
corporate secretary.” That’s where in-house corporation.
counsel get to know directors and establish relationships, as “You need to fnd a spot where you can pre-
well as get exposed to the board’s agenda and direction. serve your independence, while still being viewed as a valuable
Onboarding, the task of educating a new director, is a golden member of the executive,” says McCaskill. “You need to fgure
opportunity for GCs, says McCaskill. “That’s one thing I always out what works in your environment.”
liked to do, talk with a new director about how the board works When it comes to building credibly, she adds, the most im-
[and build rapport]. It can be really valuable.” portant thing to do is “park your ego at the door. It shouldn’t
be about you.”

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