On Board: The GC and the Confluence of Culture and Compliance

prompting boards to think hard about their responsibilities for overseeing organizational culture: not only what “culture” means in the context of the board’s fiduciary duty, but also who among the executive leadership team is best suited to advise them on their culture-related responsibilities. The need for the board to identify its primary advisors on workforce culture oversight is now “front and center” due to a series of significant recent events. These include several major corporate controversies, the widespread media focus on sexual harassment in the workplace, and the recent release of the National Association of Corporate Directors (NACD) Blue Ribbon Commission Report, “Culture as a Corporate Asset.” These and other developments are working to provide more substance to both what constitutes this new fiduciary oversight obligation, and whom should be its key oversight adviser(s). Many signs point to the general counsel to fill that role, given her service as both technical legal adviser and ethical On Board: The GC and the Confluence of Culture and Compliance