Alex Spence
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One of the UK's most respected in-house lawyers said today that general counsel at large public companies should not become directors.
Philip Bramwell, group general counsel at BAE Systems, Europe's largest defence contractor, said that in-house lawyers had a duty to retain a "sufficient degree of detatchment and an appropriate perspective" — which means remaining in a purely advisory role.
Speaking at a conference in London, Mr Bramwell said that general counsel who served as executive directors could be compromised in their ability to advise independent members of the board.
He added that the commercial pressures of being a director could also conflict with a company lawyer's obligation as a solicitor to uphold justice.
His comments were echoed by Carol Williams, head of legal and company secretary at Northern Foods, who said: "I believe I can wield far more influence by not being on the board than I can by being on the board."
Mr Bramwell said that chief executives do no look to their in-house lawyers to act as "line leaders" and drive commercial strategy or generate profits.
Rather, he said, the strength of company lawyers is in helping executives avoid non-financial risks. "Most of us had whatever numeracy skills we possessed drummed out of us at law school," he said.
Despite his call for company lawyers to remain in the background, Mr Bramwell said that general counsel at Britain's leading companies had played an increasingly prominent role in recent years. Companies that do not have a senior lawyer sitting at the table when they make crucial decisions are taking an "unusual" risk, he said.
However, he added that it was not the role of the general counsel to act as the "conscience" of a company — rather, to ensure that management is well informed of legal, regulatory and ethical standards in order to make responsible decisions.
Mr Bramwell joined BAE Systems in 2007 after five years as the top lawyer at 02, the mobile phone company, and has been instrumental in the defence contractor's efforts to improve its reputation after it was accused of involvement in corrupt foreign arms deals.
Mr Bramwell and Ms Williams were guest speakers at a conference on the role of inhouse lawyers hosted by The Economist and law firms Bryan Cave and CMS Cameron McKenna.
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