Interview with Janet Langford Carrig / ConocoPhillips & Kimberly Simpson / National Association of Corporate Directors (NACD)


 From October 1 to 4 at the National Harbor in Maryland, the National Association of Corporate Directors (NACD) will hold its Global Board Leaders’ Summit. The event brings together some 1,500 board members and corporate executives, including general counsel, to discuss the hottest governance issues facing boardrooms today. Janet Langford Carrig, GC of ConocoPhillips, and NACD regional director Kimberly Simpson discuss why the event presents a unique learning and networking opportunity for general counsel and corporate directors alike. Their remarks have been edited for length and style.

MCC: Let’s start by talking about the general counsel’s role in director education.

Carrig: We are in effect proponents of the board. We make sure that, as management plans agendas, presentations and the like, the board’s ability to discharge its fiduciary duties is addressed. This includes ensuring that the full board as a whole, and also individual directors, receive appropriate, targeted education.

MCC: The role of general counsel and the role of corporate directors seem to have evolved in parallel as each has come to be seen as more of a strategic business asset. There was a time when people saw a lawyer coming and thought, “Oh no, they’re going to tell me no and slow my business down.”

Carrig: Exactly. There was a time when boards were well fed, well treated and sent home. There’s been an evolution in both paths, with board members becoming active and valued resources and general counsel becoming valued resources from a strategic and risk-avoidance point of view. Today, businesses have more active constituents and face greater and more complex challenges, and the consequences of making the wrong decision or not acting quickly enough to address a crisis are much greater than they were 20 years ago. Continuing education is an outgrowth of these changes. In addition, continuing education is now a standard part of the professional life of members of complicated, quickly evolving disciplines such as legal, accounting, medical, etc. So it is not surprising that directors would be encouraged to engage in similar activities, given the complex, evolving world they operate in.

MCC: It sounds as if being a general counsel today is actually preparing you for a directorship – just by virtue of the way you handle your current role.

Carrig: I think that’s exactly right.

Simpson: It’s appropriate that the title of the 2017 Global Board Leaders’ Summit this year is “Redefining Value.” The GC track at the Summit, and the attendance of GCs, is about the value that the GC brings to the governance ecosystem. That’s not just about nuts-and-bolts issues such as updated regulations but also about adopting a broader, more strategic perspective. Sessions such as the one related to landing your next board seat can help GCs position themselves and maximize their opportunities for a directorship.

MCC: It’s hard to evaluate success in board service. There’s not a clear path from A to B where you can say, “I achieved this goal as a director.” I assume informal discussions and sharing experiences can help a director know whether their service is on a successful path.

Carrig: Yes, they’re critical. Those conversations help you answer questions such as, “Have I done a good job? Am I missing something?” In addition to being a GC, I am also a director. As a director, I believe you should be challenging management even as you’re supporting them. I always tell people – surely because I’m a woman – that it’s a lot like being a mother. You demand the best from your kids because you want the best for your kids. A good board member is just like that. They demand the best because they want the best for their company and their management. I think these kinds of experiences give board members the opportunity to see what other people are doing and how they’re attacking problems. It’s a good benchmarking opportunity.

MCC: What are the most pressing topical issues boards will face in the coming years?

Carrig: Board diversity, board refreshment, executive compensation and succession planning are always important. So are social and environmental issues, which typically are on my radar screen.

MCC: I know you attended last year’s Global Board Leaders’ Summit. Tell us why and what you got out of it.

Carrig: It’s important to attend to keep abreast of what’s concerning directors – or what should be. The discussions at the Summit are going to be about what’s topical. It’s useful for understanding the different thinking about current issues. It’s also great for making sure that the board calendar includes all of the things important to good corporate governance.

MCC: Did you find yourself handling your time in the boardroom differently after last year’s Summit?

Carrig: The Summit has helped me in my planning for the board year to come. What things are people talking about? What things should I think about trying to build into the calendar?

MCC: Kimberly, why should a GC like Janet attend this year’s Summit?

Simpson: We have a focused track for general counsel with programming specifically designed for them. Those sessions are going to be extremely valuable for GCs, as will the sessions with broader appeal for both GCs and directors. We’re also going to have some great networking activities so GCs from across the country can get to know one another.

MCC: Janet, what do you hope to get out of the Summit this year?

Carrig: I appreciate the thoughtful presentations; they always stimulate my thinking. I also get a lot of value from meeting new people, getting to know them, finding out what they’re doing and what they’re worried about. In our digitally connected world, you can’t overstate the importance of person-to-person interaction.

MCC: Cybersecurity and data privacy have become pressing boardroom issues. There’s a session on the Summit agenda called “Future of Privacy.” Tell us about that.

Simpson: That session is about the evolving landscape and the methods of data collection that present privacy issues for businesses and individuals. We will talk about new and proposed regulations affecting privacy in areas such as employee health data and collecting and selling consumer information. Our surveys tell us that privacy and cybersecurity are very important to directors and boards. Keeping those concerns front and center for the board is very important from a risk and reputation standpoint.

MCC: The Summit will also focus on immigration policy, which, like privacy policy and almost everything concerning the new administration, is in a state of flux.

Simpson: This is such an important issue for U.S. companies. We have real demand in our labor market, so we’re bringing in some immigration policy experts to bring us up to date on this topic.

MCC: Another hot topic on the Summit agenda is diversity.

Simpson: Diversity is a critical issue for boards and GCs supporting boards. The topic is woven throughout the 2017 Summit. One really great session will be about increasing diversity on tech company boards, which we all know is a big issue. We’ll tackle that question head-on and confront the issues related to lack of diversity in the tech sector.

MCC: Janet, during the course of your career, how have you seen the discussion about diversity shift?

Carrig: When I became a general counsel there was a goal of increasing diversity, and there is still a goal of increasing diversity. What probably has shifted is the depth of understanding about the magnitude of the challenge. My view is that diversity is much easier to obtain when you are focused on easily measurable tasks. When you move into the realm of directorships, where contributions are harder to measure and trust is more important, it’s a harder challenge to tackle.

MCC: How can the Summit help prepare a GC for a future directorship?

Carrig: In the past, CEOs often objected to having a lawyer on their boards for fear that they would be picky and more focused on what the business can’t do than on what it can. People are starting to recognize that there are different kinds of lawyers. General counsel have given up the “you-can’t-do-this-because” mentality for more of a “here-are-the-risks-and-here-are-the-opportunities” approach. Most of us shifted to a “let’s-talk-about-it” mentality a long time ago. For one thing, it offers the opportunity to meet and get to know directors. It’s often the case that board seats are filled by someone a board member knows and respects. The Summit should also help board members see what general counsel can bring to the boardroom table.

MCC: Events such as the Summit include a great deal of substantive discussion, but there is also time – some would say it’s the most valuable time – to get to know other people.

Simpson: Yes, there’s a lot of substantive information delivered, but there’s time for fun, networking and connectivity. Those three pieces work together in a harmonious way that’s interesting and impactful for attendees. Of course, there are lots of cocktail hours and networking opportunities, including a networking session just for GCs. We also have our “Innovation Nation” area to learn about interesting new companies and products, and “Dancing with the Startups,” which is a great opportunity to see how some younger companies are changing the world. But there’s also an inspirational component – the opportunity to think about the broader perspective. You leave with new energy and a new framework for looking at your current role.


BIO: Janet Langford Carrig, senior vice president, general counsel and corporate secretary of ConocoPhillips, has more than 30 years of experience at private law firms and corporations, including serving as Kmart Corporation’s senior vice president, chief administrative officer and chief compliance officer; Kellogg Company’s executive vice president of corporate development and administration, general counsel and secretary; and Sara Lee Corporation’s senior vice president, secretary and general counsel.

BIO: Kimberly Simpson, the first regional director of the National Association of Corporate Directors, provides strategic support for chapter organizations located in Washington, D.C. (Capital Area), Charlotte (Carolinas), Raleigh/Durham (Research Triangle), Atlanta, Dallas/Ft. Worth (North Texas) and Florida to assist in the advancement of world-class programming and networking opportunities for members. Kimberly received her Juris Doctor from the University of California, Berkeley, and is admitted to practice law (currently inactive) in Texas and California. Prior to joining NACD, Kimberly was vice president and general counsel at Texas Scottish Rite Hospital for Children.