WHAT BOARDS AND CEO'S NEED TO KNOW ABOUT THE POSITIONING AND EVOLVING ROLE OF A CHIEF LEGAL OFFICER - More than a Lawyer

Sep 14, 2026

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A well-positioned Chief Legal Officer (CLO) strengthens governance by ensuring direct reporting to the CEO and direct access to the Board of Directors. The paper explains how a modern CLO moves beyond traditional legal advice to guide corporate strategy, compliance, ethics, and operational decisions. It emphasizes proactive, preventative risk mitigation across regulation, globalisation, technology, and ESG expectations, including cyber-security and data protection. It also highlights the evolving governance duties of boards and why CLO influence supports lawful, ethical and responsible decision-making.

LanguageEnglish

CategoryGeneral

FormatPDF

Pages6

Reading Time2 min

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More than a Lawyer

Their advice

The Age of the Chief Legal Officer

Governance changes

AsporatecounselAUSTRALIA- WHAT BOARDS AND CEO'S NEED TOKNOW ABOUT THE POSITIONINGAND EVOLVING ROLE OFACHIEF LEGAL OFFICER This paper highlights the value and importance of a direct reporting structure between theGeneral Counsel(GC)/Chief Legal Officer(CLO)and the Chief Executive Officer(CEO),as wellas direct access by the CLO to the Board of Directors(BOD).When a CLO can directly influenceand shape corporate strategy and culture they are reflecting and reinforcing the values of theirorganisation.Having a well-positioned CLO enhances an organisation's corporate culture asthe CLO role supports corporate performance both within a compliance framework and anunderlying legal and ethical context.It's important to highlight the fact that the CLOis no longersimply a company lawyer.Today,the modern CLO advises the CEO and the BOD,not only onlegal matters,but awide range of strategic,compliance,ethical and operational issues that affectorganisational decision-making.Their advice addresses not only what a company'can'do froma legal perspective,but also what it'should'do from a legal and ethical perspective.As such,CLOs must be appropriately positioned to have a positive influence on corporate culture,and tosupport CEOs and directors to discharge their duties lawfully,ethically and responsibly. # More than a Lawyer The pace of change in regulation,globalisation,technology and the growing expectation thatorganisations address environmenta,social and governance issues ensures that a CLO's role hasbroadened from that of technical legal adviser,to one of power and influence.!CLOs are nowincreasingly avalued strategic advisorcontributing to the business acrossa range of diverse areasincluding strategicplanning,financial affairs,business processes,project and data management. For example,the growing area of technology,particularly cyber security,resulting in increasingdata breaches and data protection vulnerabilities is another area of increasing focus for boardsand their CLOs.ACC'2019 Chief Legal Officers Survey revealed that 68 percent of (CLO)respondents are extremely concerned with data breaches and the protection of corporate data.The legal obligations arising from increasing data protection regulation highlight the increasingvalue and influence of the CLO in cyber-security strategy and cyber-risk mitigation.With anincrease in merger and acquisition(M&A)activity,and the consequential development/additionof new products,services or business practices,CLOs will also fulfl a strategic role in addressingthe business opportunities,risks and threats in a legally permissible manner. While a significant component of a CLO's role is to protect the company,there are alsoopportunities to help the company adapt to adynamic environment byleveraging their positionand training in ways that promote a healthy culture of innovation.3 The CLO should play a rolein creating a culture where managers can take risks and make mistakes in ways that do notendangerthe organisation.4This ability is enhanced when CLOs have a close communication linewith the CEO and direct access to the BOD. # Their advice addresses not onlywhat a companycan'do from a legalperspective,but alsowhat it 'should dofrom a legal andethical perspective. //The CLOshould playa role in creatinga culture wheremanagers can takerisks and makemistakes in ways thatdo not endanger theorganisation.Thisability is enhancedwhen CLOs have aclose communicationline with the CEOand direct accessto the Board ofDirectors. # The Age of the Chief Legal Officer Where CLOs previously played a more reactive role in reducing or repairing the reputational orfinancial damage for the company following an incident or instances of wrongdoing,today,theCLO plays a critical proactive and importantly preventative role in risk mitigation against internaland external threats that could divert the organisation from achieving its strategic and operationalobjectives.If CLOs are sidelined from corporate decision-m

FAQs

Why does the paper emphasize direct reporting between the GC/CLO and the CEO?

Direct reporting helps the CLO influence and shape corporate strategy and culture. It reinforces organisational values and supports CEOs with lawful, ethical, and responsible decision-making.

How has the CLO role changed from a traditional company lawyer position?

The paper describes the CLO as advising the CEO and board not only on legal matters, but also on strategic, compliance, ethical, and operational issues. This broader scope ties legal guidance to corporate performance and culture.

What governance changes are discussed, and how does a well-positioned CLO help?

The paper outlines increased board responsibilities after major reports and ASX Principles changes, including director duties, management challenge, investigation and oversight, and assessing culture and performance. It states a well-positioned CLO is key to meeting these obligations by improving compliance and reducing legal exposure.

Sep 14, 2026

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