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Erika Eliasson-Norris explains how governance skills can take commercial barristers to the next level and Sophie Garner describes how dual qualification has benefitted her voluntary work and wider practice
Governance refers to the systems and processes by which a company or organisation is directed and controlled and encompasses everything from the structure and composition of the board of directors to the company’s policies and procedures.
For barristers specialising in corporate work or directors’ duties, an understanding of the principles of governance is essential. Your advice should relate to the stage in which a client’s organisation is operating; governance confirms this.
The laws and regulations that govern the operation of companies include the Companies Act, as well as various codes and guidelines that are relevant to governance. Barristers may be called upon to advise on matters such as the appointment and removal of directors, the duties and responsibilities of directors, and the management of conflicts of interest. This is not the statutory filings; governance supports your client’s organisation to operate at optimal levels.
Environment, Social and Governance (ESG) is being discussed more and more and to stay current an understanding of ESG is vital.
Governance also involves the development and implementation of policies and procedures designed to mitigate risks and ensure the long-term success of a company. If you understand what these policies and procedures are, and how they can be drafted to the best effect, you can identify risks and provide your clients with guidance on how to avoid them.
Insight into the operations and strategies of your clients can also be useful when advising on key business decisions. After all, governance is not just about legal compliance, but also about the overall direction and management of the company.
Unfortunately, understanding what is ‘in and out of scope’ (in terms of governance) and what is efficient or bureaucratic can only be assessed with deep knowledge of governance. It is like having the skillset to confirm if a business model is optimal for an organisation; not everyone can do this as the answers do not come from textbooks, they come from experience and exposure to many organisations. That said, a good starting point is to understand the principles of corporate governance by reading the UK Corporate Governance Code 2018 which applies to UK FTSE-listed corporates. There are many other governance codes for other sectors and industries, but all stem from this code which has now seen several iterations.
If executed well, governance creates a competitive advantage and is becoming an increasingly important consideration for smart unlisted organisations that want to succeed. An understanding of the principles, therefore, allows barristers to take their clients to the next level and, as companies become more aware of the importance of governance, demand for legal professionals with expertise in this area is increasing. Barristers suitably upskilled can demonstrate the commitment to providing the highest level of service to clients and set you apart from others in your field.
My decision to qualify as a governance professional in 2002 (then ‘company secretary’) had little to do with my practice as a barrister, and more to do with the voluntary work I have always carried out alongside my legal career. However, latterly it has provided a route to working on a more diverse range of cases and has embedded in me a global understanding of governance and accounting that has proved useful in a variety of unexpected ways.
A colleague at the charity where I held my first trustee role, who was a professional company secretary with HSBC, suggested that I should undertake the qualification as it would help me in my voluntary trustee role. I took the course (now the Chartered Governance qualifying programme), initially at City University, on a part-time basis over two years. It was straightforward and involved various modules including company law, financial and management accounting, professional administration and organisational governance. Bread and butter stuff for many commercial/common law barristers.
Initially I used the skills almost exclusively in voluntary roles, and to good effect: I am the co-founder of the charity Amicus, which trains and sends out junior lawyers to work with capital defence attorneys in the USA. As the charity grew, I was able to lead the development of its structure and governance to give it a solid foundation, such that it is still thriving today.
More obviously, a dual-qualification as a barrister/governance professional could prove useful in a corporate law practice, for example, in cases involving breaches of directors’ duties or share dealing disputes. Put simply, it means that a more rounded approach can be taken as to how a dispute arose and what a clients’ options are going forward. This translates into an ability to advise clients in a much more relatable way.
That said, it has been surprising to see the range of ways in which the skills have helped in other areas, and in practice at the Bar generally.
In my own experience, this has included assisting with:
Although not for everyone, being qualified as a governance professional has certainly enhanced my practice at the Bar and taken me into interesting and fruitful areas of work that would not have otherwise been available.
Erika Eliasson-Norris is CEO of Beyond Governance. Following frustrations over the lack of tailored, realistic, practical advice for c-suite governance professionals, Erika left her corporate career in 2019 and founded Beyond Governance.
Sophie Garner is a barrister at St Philips Chambers and specialises in employment, discrimination and governance work. She chairs the Bar Council’s Retention Panel, which works to help women remain at the Bar.
Governance refers to the systems and processes by which a company or organisation is directed and controlled and encompasses everything from the structure and composition of the board of directors to the company’s policies and procedures.
For barristers specialising in corporate work or directors’ duties, an understanding of the principles of governance is essential. Your advice should relate to the stage in which a client’s organisation is operating; governance confirms this.
The laws and regulations that govern the operation of companies include the Companies Act, as well as various codes and guidelines that are relevant to governance. Barristers may be called upon to advise on matters such as the appointment and removal of directors, the duties and responsibilities of directors, and the management of conflicts of interest. This is not the statutory filings; governance supports your client’s organisation to operate at optimal levels.
Environment, Social and Governance (ESG) is being discussed more and more and to stay current an understanding of ESG is vital.
Governance also involves the development and implementation of policies and procedures designed to mitigate risks and ensure the long-term success of a company. If you understand what these policies and procedures are, and how they can be drafted to the best effect, you can identify risks and provide your clients with guidance on how to avoid them.
Insight into the operations and strategies of your clients can also be useful when advising on key business decisions. After all, governance is not just about legal compliance, but also about the overall direction and management of the company.
Unfortunately, understanding what is ‘in and out of scope’ (in terms of governance) and what is efficient or bureaucratic can only be assessed with deep knowledge of governance. It is like having the skillset to confirm if a business model is optimal for an organisation; not everyone can do this as the answers do not come from textbooks, they come from experience and exposure to many organisations. That said, a good starting point is to understand the principles of corporate governance by reading the UK Corporate Governance Code 2018 which applies to UK FTSE-listed corporates. There are many other governance codes for other sectors and industries, but all stem from this code which has now seen several iterations.
If executed well, governance creates a competitive advantage and is becoming an increasingly important consideration for smart unlisted organisations that want to succeed. An understanding of the principles, therefore, allows barristers to take their clients to the next level and, as companies become more aware of the importance of governance, demand for legal professionals with expertise in this area is increasing. Barristers suitably upskilled can demonstrate the commitment to providing the highest level of service to clients and set you apart from others in your field.
My decision to qualify as a governance professional in 2002 (then ‘company secretary’) had little to do with my practice as a barrister, and more to do with the voluntary work I have always carried out alongside my legal career. However, latterly it has provided a route to working on a more diverse range of cases and has embedded in me a global understanding of governance and accounting that has proved useful in a variety of unexpected ways.
A colleague at the charity where I held my first trustee role, who was a professional company secretary with HSBC, suggested that I should undertake the qualification as it would help me in my voluntary trustee role. I took the course (now the Chartered Governance qualifying programme), initially at City University, on a part-time basis over two years. It was straightforward and involved various modules including company law, financial and management accounting, professional administration and organisational governance. Bread and butter stuff for many commercial/common law barristers.
Initially I used the skills almost exclusively in voluntary roles, and to good effect: I am the co-founder of the charity Amicus, which trains and sends out junior lawyers to work with capital defence attorneys in the USA. As the charity grew, I was able to lead the development of its structure and governance to give it a solid foundation, such that it is still thriving today.
More obviously, a dual-qualification as a barrister/governance professional could prove useful in a corporate law practice, for example, in cases involving breaches of directors’ duties or share dealing disputes. Put simply, it means that a more rounded approach can be taken as to how a dispute arose and what a clients’ options are going forward. This translates into an ability to advise clients in a much more relatable way.
That said, it has been surprising to see the range of ways in which the skills have helped in other areas, and in practice at the Bar generally.
In my own experience, this has included assisting with:
Although not for everyone, being qualified as a governance professional has certainly enhanced my practice at the Bar and taken me into interesting and fruitful areas of work that would not have otherwise been available.
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