Boards and chief executives are asking more of their General Counsel and Company Secretaries than the traditional mindset. Beyond legal advice, the statutory register and compliance obligations, organisations now expect strong leadership capability, a commercial outlook, sharp analytical skills and genuine stakeholder engagement. Many General Counsel now oversee portfolios that extend well beyond legal advisory into company secretarial and governance, risk and compliance, internal audit, insurance, environmental, social and governance matters, privacy and corporate affairs, and Company Secretaries have moved from administrative support to trusted advisers helping boards navigate an increasingly complex regulatory landscape. Getting these appointments wrong carries real cost, in board confidence, in regulatory exposure and in the stability of functions that increasingly underpin how an organisation is run.

The General Counsel function is expanding well beyond legal advisory into governance, risk and compliance, internal audit, insurance, ESG, privacy and corporate affairs, changing what organisations need to look for in a senior appointment. The Company Secretary role has evolved just as significantly, moving from a largely administrative and compliance focused function to a genuine trusted adviser to the board and executive on governance, risk, ethics and stakeholder oversight. Artificial intelligence is reshaping both roles at the same time, and organisations that continue to brief for a purely technical or administrative appointment risk missing the breadth either role now demands.

When briefing a General Counsel, Chief Legal Officer or Company Secretary and Governance search, Omera Partners looks first at the business itself, its strategic objectives, its regulatory footprint and its risk profile. From there, the priorities for the role, the key stakeholders and the relationship the appointment will need with the chief executive and board become clear, along with whether the function is established or still being built. The most common mistake organisations make is briefing for a technical compliance specialist when what they actually need is a strategic adviser to the chief executive and board. An organisation that cannot clearly describe its culture and the personal attributes needed for a good fit risks appointing a candidate with the right technical skills and the wrong fit for its stakeholders. Misalignment between the stated brief and the organisation's actual maturity is the single biggest predictor of an appointment that fails to endure.

Market perspective

Artificial intelligence is moving from a legal tool to a board level governance issue. Both General Counsel and Company Secretaries will increasingly be expected to translate governance principles into concrete charter updates, escalation protocols and disclosure practice, rather than treat AI oversight as someone else's responsibility. The scope of both roles will keep widening into risk, insurance, ESG, privacy and corporate affairs, a genuine broadening of remit rather than a rebadging of the same job. Boards should also expect a continued flow of legally qualified professionals and former in house counsel moving into Company Secretary roles, a trend that has accelerated markedly over the last eight years, reflecting a growing preference for legal expertise in the role as regulatory and compliance obligations, and the complexity of the role itself, continue to increase.

‍Questions boards and Chief Executives should ask before appointing a General Counsel or Company Secretary

1.     Should this role be briefed as a technical legal or compliance function, or as a genuine strategic partner to the chief executive and board, and is the brief honest about which one it needs to be?

2.     How far does the intended portfolio extend beyond legal advisory into other areas of responsibility including governance, risk and compliance, internal audit, ESG, privacy or corporate affairs, and does the reporting line and remuneration reflect that scope?

3.     Who owns AI governance and oversight for the organisation's legal and governance functions, and is the incoming General Counsel expected to build that capability or inherit a mature one?

4.     Is the organisation's disclosure, risk and regulatory environment moving quickly enough that the successful candidate needs deep specialist technical grounding from day one, rather than the capacity to build it over time?

5.     What relationship does this role need with the chief executive and the board, and does the organisation genuinely intend to give its General Counsel or Company Secretary influence over decisions beyond legal and governance?

6.     What personal attributes and working style does the General Counsel or Company Secretary require to fit within the culture of the organisation, and to work well with the board, chief executive and broader business?

7.     Does the vacancy arise from a planned succession, an unplanned departure or a newly created role, and what does that history reveal about what the incoming General Counsel or Company Secretary will actually be walking into?

8.     Should the General Counsel and Company Secretary functions be combined in one person or kept separate, and does that decision reflect the organisation's actual governance needs rather than simply how the role has been structured in the past?

9.     What will be the measure of success in the role at six months, at twelve months and beyond?

Working with Omera Partners

Omera Partners is a specialist executive search firm, not a legal or governance advisory practice. Our expertise lies in identifying and appointing General Counsel, Chief Legal Officer, Company Secretary and Governance leaders who can meet the full breadth of what these roles now demand. If your organisation is preparing to make this appointment, we welcome a confidential conversation.