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Dec 27, 2022

Women general counsel progress on Canadian boards, study shows

Twice as many female general counsel as male, according to research from Blake Cassels & Graydon. Sarah Welsh speaks to Kate McGilvray, partner at Blakes, to find out more

What is the overall purpose of the report?
We launched the Blakes board report in 2016 at our fifth annual Women [General Counsel] on Boards program, held in partnership with Women General Counsel Canada and Women Get On Board.

The report looks at the involvement of female general counsel and lawyers on the boards of Canadian publicly listed companies that comprise the S&P/TSX Composite Index, to benchmark the landscape for women general counsel and track their progress on Canadian public company boards and within the in-house leadership pipeline as potential candidates for boards.

Armed with this information, we can inspire female general counsel to see themselves as potential board candidates. We can help them secure opportunities on boards now, and in the future, by providing access to resources, programming and networks, and by shining a light on a talented pipeline of women executives for board opportunities.

This is our sixth year publishing the report and we are very pleased with the progress, although we know there is still a long way to go.

Are there any findings that come as a surprise to you?
The report shows that the number of general counsel on public company boards has more than doubled since 2016, with women general counsel now exceeding their male counterparts by a ratio of 2:1.

Kate McGilvray

What are the other key takeaways governance professionals should be aware of?
At the six-year mark, the [report] shows that:

  • Boards are viewing women general counsel as strong candidates who bring the right skills and experience to a world that is increasingly complex and heavily regulated
  • Boards are recognizing the business imperative of adding diverse perspectives to the table. As they broaden their search for female executives beyond the CEO and CFO roles, they are finding a significant pipeline of talented executive women within in-house leadership roles
  • The value proposition is strong. General counsel have expertise in governance, compliance and risk management, as well as operational and strategic experience. General counsel understand both the threat and opportunity of disruption and are practical, solution-oriented decision-makers.

What opportunities does the report highlight? And what shortcomings does it reveal?
The time has never been better to leverage the general counsel’s value proposition as an ideal candidate for board positions. In terms of opportunities, 2021 saw the most significant degree of change in the composition of S&P/TSX Composite Index boards since Blakes began tracking data six years ago. The number of board appointments in 2021 was almost twice the number of board seats that turned over in 2016.

We also saw that female general counsel are leading the way in the materials, energy and banking/insurance sectors. These are also the most likely sectors to have in-house legal leadership, which suggests a link between the trust a board has built with the legal leaders in the executive pipeline, and the likelihood of board appointments.

That said, the [report] also indicates that there’s more work to be done. More than two thirds of companies in the 2021 S&P/TSX Composite Index do not yet have a general counsel on their board. And while trends are heading in the right direction, progress isn’t exponential: 81 percent of companies have an in-house legal leader, but only 40 percent are women. This represents an increase of only 4 percent since 2020 and indicates that there is still room for improvement to level the playing field.

What practical advice can you offer to governance professionals?
For general counsel with board aspirations, the [report] offers practical advice from both current and former female general counsel with board experience on the steps to boardroom success:

  • Maximize your learning opportunities and your exposure to the board. For example, consider taking on the corporate secretary role to always have access to the board
  • Let the board see you as a strategic adviser, not just a legal expert
  • Take the lead on cross-functional issues and take advantage of new and emerging issues such as Covid-19 and ESG, which present multi-functional leadership opportunities with no clear owner in many organizations
  • Position yourself in the board pipeline. Broaden your experience beyond legal, and trust yourself to have the skill to learn how to do it
  • Articulate your board aspirations and tell your leadership story
  • Proactively ensure your online presence highlights your skills and extends your public presence beyond legal circles.

Do you have any other key observations or insight to share?
More and more businesses and leaders recognize that we need greater diversity in the boardroom. Board competency matrices often specifically highlight diversity as a criterion, with gender diversity being one of the key considerations.

We’ve noticed that chairs and nominating committees are starting to say, ‘Let’s really look at our board composition.’ Improving the positioning of female in-house legal leaders in the executive leadership pipeline will be important to ensure continued progress on boards.