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Early last week, I attended Northwestern’s Corporate Counsel Institute in Chicago. Programming kicked off with two panels — “Steady On: Strengthening the Board-GC Relationship and Maintaining Effective Board Governance through Times of Change” and “The Many Hats of the In-House Lawyer” — that discussed why and how GCs and Corporate Secretaries need to have black belts in relationship building. The panels highlighted some of the less glamorous aspects of being in-house counsel that can be surprisingly important to the uninitiated.

For example, the GC panelists described two of their lesser-known responsibilities and why they shouldn’t be written off as unimportant or administrative:

– Board driver: Sometimes your board members are stranded and need to be picked up at the airport, etc. These are excellent opportunities for more casual, one-on-one interactions with a director that don’t come around often. You should take advantage of them.

– Seating chart manager: The GC panelists said seemingly inordinate amounts of time go into setting the seating chart for board dinners. But, while this may seem purely administrative, it’s a key step in strengthening relationships for board members and management. They stressed the importance of making sure directors sit with members of management and rotate for each dinner. And that GCs need to make sure they are part of that rotation and getting the opportunity to sit near each director.

They also identified some times when the strength of the relationships you’ve developed with your directors and colleagues are especially important. For example:

– When you need to say no. Hopefully, you already have a reputation for being a “yes, but…” lawyer, but if you know you need to deliver bad news, get others aligned with your perspective before that meeting so you’re not the only one thinking about and raising risks.

– When a board member takes on a new leadership role. Two independent directors on the first panel stressed the importance of knowing that they could reach the GC — or hear back from them quickly — if they needed to discuss something, especially when taking on a new board leadership role. (They stressed that going from a committee member to a committee chair is a huge shift!)

– During director recruitment. A GC or Corporate Secretary who knows all the directors well will have invaluable insight on director candidates since he or she has a deep understanding of the board’s culture.

Finally, for something completely off-topic, if you find yourself with a reason to visit Chicago in the summer, take it! My trip was too short and mostly in conference rooms, but I was reminded of how special Chicago summers are. It inspired me to plan a return trip!

– Meredith Ervine