Board seat turnover in 2021 was almost double that in 2016
The number of general counsel on public company boards has more than doubled since 2016, with women GCs now exceeding their male counterparts by a ratio of 2:1, according to a new report by Blake, Cassels & Graydon LLP.
Since the launch of Blakes’ first benchmarking study in 2016, women general counsel are claiming their seat at the table more and more, with the latest report revealing that they have made considerable inroads on boards in the materials, energy, banking/insurance, utilities and consumer/retail sectors.
The 2022 report, Unlocking the Value: Women GCs in the Board Pipeline, also found that only 40 percent of in-house legal leaders are women, indicating that there is still room for improvement to level the playing field.
The time is ripe for female general counsel seeking board positions, according to Anne Fitzgerald, former chief legal officer of Cineplex, and an active board member. Many companies are striving to improve the diversity of their board composition, so let people know of your interest in joining a board, she advises.
“I have found that the conversations that have assisted me in getting into board positions were often conversations with our banking syndicate – as well as external counsel – as banking syndicates in particular are aware of early changes in corporations, so they are more likely to be aware when positions are opening up,” says Fitzgerald. Getting your name in the hat early will give you an advantage over your competition, she adds.
Fitzgerald serves on multiple boards including Nova Cannabis Inc., Lifespeak Inc. and Primaris REIT – each of which is listed on the TSX – and she is also chair of the board of Outward Bound Canada and previously served as vice chair of the Movie Theatre Association of Canada.
Talking to your boss is also a good idea for women general counsel seeking board positions, according to Marie Giguère, former executive vice president, legal affairs and secretariat at Caisse de dépôt et placement du Québec, and an active board member.
“I think a CEO would acknowledge that sitting on an outside board would be something that would be helpful for the employee,” says Giguère. She also advises making use of social media channels.
Giguère is a member of Boralex Inc. and the McDonald Stewart Foundation, as well as a member of the sustainability committee of McGill University. She also chairs the Independent Review Committee of the Desjardins Group ETFS, and she sat on the board of TMX Group Inc. until May 2022.
Blakes’ report found that just 31 percent of legal leaders with the title ‘chief legal officer’ are women, and 53 percent of the in-house legal leaders with another title are female – general counsel being the most common title for in-house legal leaders. These findings suggest room for improving the positioning of women in-house legal leaders in the executive leadership pipeline from which board nominating committees typically draw new directors, the report states.
The year 2021 saw the most significant degree of change in the composition of S&P/TSX Composite Index boards in the six years since Blakes started tracking data. The number of board appointments in 2021 was almost twice the number of board seats that turned over in 2016.
“I think there is a recognition that we need more diversity, and I also think in general that there has been a move in governance to make sure that people are there for appropriate terms – probably three terms is sufficient,” says Kate McGilvray, partner at Blakes. “I think there has been a move to say ‘let’s really look at our board composition’.”
Fitzgerald adds that women general counsel make particularly good candidates for board positions, due to their training and expertise.
“The job description of a general counsel requires that you be competent in governance issues, as well as compensation issues, as well as business and financing issues and mergers and acquisitions, so you touch on everything that a corporation manages, so that makes you well suited to be director of companies,” she says.
