Challenges of the GC & Corporate Secretary: Recognizing Red Flags

Episode Summary

Serving as both general counsel and corporate secretary for a public company is a role of inherent tensions. Perhaps that’s why Bob Bostrom has become such a sought-after resource for many companies.

Now serving as the general counsel and corporate secretary for Abercrombie & Fitch, Bostrom draws on his experience from Freddie Mac and NatWest to discuss the delicate considerations for a company or board in transition. Phasing in new board members, building new trust relationships, and acting as a pillar of stability—these things are only the tip of the iceberg.

Recognizing Red Flags

Practically speaking, we ask Bostrom how corporate secretaries can recognize red flags early on. What’s the best means for diffusing the tension that may surround the CEO/board relationship?

In this episode, not only does Bostrom outline red flags in the boardroom, but he discusses the inherent conflicts that the general counsel must face in his/her role as partner-guardian or lawyer-statesman.

The GC’s client actually is the corporation—oftentimes acting through the board of directors. The client is not management, not the CEO, and not the executive officers. When I talk to groups of aspiring general counsels, [I tell them] that the hardest conversation you’ll ever have with the CEO is when you tell the CEO that [he or she] is not your client… the board is.”
— Bob Bostrom, SVP, GC & Corporate Secretary, Abercrombie & Fitch

Bostrom also explains how the corporate secretary can best navigate conflicts between the CEO and the board. Preparing for stormy weather must begin on a clear day.

» Don’t Miss Our Blog Series: How the Role of General Counsel is Evolving Corporate Governance. The filming of this episode of Inside America’s Boardrooms was made possible by our Knowledge Partners.

Blog Series: The Evolving Relationship of the Board & General Counsel

General Counsel

In this blog series, we discuss how the role of the general counsel is evolving—and how that’s impacting corporate governance. We draw on Heineman’s insights and offer four ways boards can improve their relationship with the GC. (7 minute read)

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