ACC, John L. Weinberg Center for Corporate Governance Interview Merck & Co's Kenneth C. Frazier on the General Counsel as Key Ally to Corporate Leadership

Posted: Nov 16, 2017

WASHINGTON (November 16, 2017) The Association of Corporate Counsel (ACC), a global legal association representing more than 43,000 in-house lawyers in 85 countries, teamed with John L. Weinberg Center for Corporate Governance at the University of Delaware, one of the longest-standing corporate governance centers in academia and globally recognized thought leader in the corporate governance field, interviewed Kenneth C. Frazier, president and CEO of Merck & Co., Inc., on leadership, corporate culture, and the evolving role of the general counsel.

During the interview with ACC President and CEO Veta T. Richardson and Ann C. Mulé, associate director of the Weinberg Center, Frazier discussed his views on the role of the general counsel as an invaluable asset to corporate leadership. He touched upon how to build leadership credibility with the C-suite, board of directors, and within the wider legal community, as well as offered his thoughts on key governance issues.

He also highlighted the significance of a direct reporting line between the general counsel and the chief executive officer, stating that "without access to the CEO, you aren't meeting your basic responsibilities as the GC to provide effective counsel. In fact, not having that access and support is especially detrimental to the legal department as a whole. If the CEO isn't listening to the lawyers, neither will anyone else in the organization. Setting the appropriate tone from the top is essential."

In addition, Frazier emphasized the need for general counsel and chief legal officers to have direct access to the board of directors. He explained that "having a seat at the table is the minimum." He further noted "it's really important to have direct access to individual directors. That way, you're able to counsel the board directly. You can reach out to them to discuss issues. You're not going around the CEO, because the CEO is supportive of you developing these personal relationships with directors."

Recently, ACC submitted a thought leadership paper to the National Association of Corporate Directors (NACD) exploring how the general counsel can be a key ally in establishing corporate culture. NACD's 2017 Blue Ribbon Commission Report on Culture as a Corporate Asset includes the following recommendation based on ACC's input:

"Recommendation #5: Directors should assess whether the chief legal officer/general counsel and other officers in key risk management, compliance and internal-control roles are well-positioned within management and in relationship to the board to support an appropriate culture."

To read the full interview titled, "On Leadership: An Interview with Kenneth C. Frazier, President and CEO of Merck & Co., Inc.," and explore a range of offerings that are part of ACC's Model Governance Practices series, visit www.acc.com/governance.

About ACC: The Association of Corporate Counsel (ACC) is a global legal association that promotes the common professional and business interests of in-house counsel who work for corporations, associations and other organizations through information, education, networking, and advocacy. With more than 43,000 members in 85 countries employed by over 10,000 organizations, ACC connects its members to the people and resources necessary for both personal and professional growth. By in-house counsel, for in-house counsel.® For more information, visit www.acc.com and follow ACC on Twitter: @ACCinhouse.

About John L. Weinberg Center for Corporate Governance: The John L. Weinberg Center for Corporate Governance was established in 2000 at the University of Delaware and is part of the College of Arts & Sciences. It is one of the longest-standing corporate governance centers in academia, and the first and only corporate governance center in the State of Delaware, the legal home for a majority of the nation's public corporations. For more information, visit the Center's website at https://www.weinberg.udel.edu.

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