The general counsel’s role has evolved beyond managing legal risk, especially with recent DOJ revisions to corporate enforcement policies intended to further clarify self-reporting incentives. NACD’s Kimberly Simpson and Lana Dargan explore how today’s GCs exercise heightened discretion and collaboration by shaping the conditions under which trust operates — how information flows, how authority is exercised and how tension is surfaced and resolved before it escalates.
In an operating environment defined by speed, complexity, shifting economic and geopolitical conditions and the accelerating impact of AI on risk and decision-making, the relationship between the board and the CEO can be a significant determining factor in how effectively a company adapts to change. When this relationship is characterized by high trust, the organization can surface issues earlier, engage in candid dialogue, pivot more quickly and manage crises with resilience. Conversely, fractured trust leads to slower decision-making, reduced transparency and greater exposure to risk, including legal risk.
As a trusted adviser to both the board and the CEO, the general counsel (GC) helps shape the conditions under which trust operates — how information flows, how authority is exercised and how tension is surfaced and resolved before it escalates. In this sense, the general counsel is not simply a participant in the board-CEO relationship but a primary architect of its effectiveness.
The 2025 NACD Blue Ribbon Commission report provides a practical framework for strengthening board-CEO engagement, organized around three core steps: build the trust foundation by clearly defining roles, responsibilities and expectations; operationalize trust by embedding trust-building behaviors into routine interactions and governance processes; and leverage trust for strategic impact to maximize the board’s value and reinforce the CEO’s confidence in the board.
The modern GC
The general counsel’s role has evolved beyond managing legal risk. Today’s GCs are expected to exercise heightened discretion, judgment and collaboration with both the CEO and board, especially as regulators and courts place increased emphasis on good-faith decision-making and governance processes.
Recent developments underscore this shift. In May 2025, the DOJ revised its corporate enforcement policies to prevent “overbroad and unchecked” enforcement in favor of voluntary self-disclosure, increasing reliance on general counsels and senior management to guide these decisions. Meanwhile, Delaware courts continue to refine oversight liability, clarifying directors’ and officers’ duties to respond in good faith to “red flags” rather than simply reacting to crises.
Together, these changes highlight a less visible but no less important aspect of the general counsel’s role: shaping the quality of the board-CEO relationship. While general counsels are not responsible for creating the relationship itself, they can strengthen the governance processes that allow trust to develop and sustain. Fostering trust between the board and CEO requires deliberate action to clarify lines of authority and to design routine board-CEO communications that promote transparency and engagement. When executed effectively, this work strengthens governance, reduces risk and enhances the board’s strategic value.
The following actions outline how general counsels can foster trust between boards and CEOs.
Clarify roles before tension arises
Ambiguity around delegation of authority is often a source of friction between boards and CEOs. AI acceleration, cyber threats and continued geopolitical shocks have tested the boundaries of board oversight and management operations. General counsels should work with the nominating and governance committee chair to ensure governance documents clearly define authority, escalation thresholds and expectations for information sharing. This includes specifying which matters are reserved for board decisions and which fall within management’s purview, as well as when and how the board will be informed during a crisis.
These expectations should be revisited periodically, particularly following CEO transitions, strategic pivots or changes in the company’s risk profile. Clarifying these boundaries in advance reduces the likelihood of conflict under pressure and preserves the board’s ability to hold management accountable while maintaining trust on both sides of the relationship.
Design routine communications that reinforce trust
Trust at the board-CEO level is built through routine communications and processes that are clear, consistent and designed to function under pressure. Effective oversight depends not just on what information reaches the board but also on its timing, context and framing. Issues that are surfaced too late limit the board’s ability to engage meaningfully, and surprises erode trust. GCs should periodically assess board communications, such as meeting materials, minutes and follow-up actions, to verify that they reflect not only decisions reached but also the deliberative process behind them. Clear and reliable information flows reinforce transparency and strengthen confidence in the relationship.
Board-CEO dynamics are shaped not only by the quality of materials but by the structure of dialogue, even when the CEO is not present. Executive sessions should be a routine part of the board calendar with clear objectives and defined follow-up to support alignment rather than create uncertainty or mistrust.
Surface and address misalignment before it escalates
Tension between the board and CEO is both inevitable and necessary for effective governance, enabling robust oversight, constructive challenge and well-informed decisions. As trusted and neutral intermediaries, GCs are uniquely positioned to help normalize this tension and to surface early signs of misalignment before they escalate into communication breakdowns or trust erosion.
General counsels can further support candid discussion by reinforcing governance processes that encourage open dialogue and timely escalation of issues. Annual board and CEO evaluations provide a candid lens into the health of the relationship and can help recalibrate expectations around communication, accountability and the appropriate balance between challenge and support.
Looking ahead
The global risk landscape is evolving in ways that are likely to place new demands on organizations and the board-CEO relationship in 2026. As companies navigate a more fragmented and multipolar global landscape marked by regulatory changes and technological disruption, boards and CEOs will increasingly confront decisions shaped by uncertainty rather than precedent.
Under these conditions, boards and CEOs will need to engage more often, testing the strength of their working relationship and increasing the importance of deliberate involvement by the general counsel. In this context, the general counsel’s role as an architect of the board-CEO relationship extends beyond core legal and compliance functions by shaping the conditions that allow trust to endure when the stakes are higher than ever.
Kimberly Simpson
Lana Dargan
