Unlocking the CLO’s Strategic Value: What Boards Should Be Asking

By Amy Chai, Associate General Counsel and Director, Association of Corporate Counsel

Despite possessing a wealth of information about the company and its corporate culture, Chief Legal Officers (CLOs) often find their insights underutilized in the boardroom. But in an era where ethics, compliance, and organizational values are under constant scrutiny, the CLO’s voice is critical.

CLOs from Nasdaq-listed companies shared the questions they frequently hear from board members—and the ones they wish were asked more often. Their insights reveal how boards can better leverage the CLO’s unique perspective to strengthen governance and build a resilient ethical culture.

The CLO’s Role in Shaping Corporate Ethics

CLOs are more than legal advisors—they help architect a company’s ethical framework. Lisa Keith, EVP, General Counsel, and Corporate Secretary at Steve Madden, emphasized the CLO’s role in translating values into action through clear processes.

At Steve Madden, these processes include a code of ethics, an employee handbook, and written policies on conflicts of interest, whistleblowing, and anti-bribery and -corruption. But Keith also stressed that documentation alone isn’t enough—implementation is everything. Critical policies, like a whistleblower hotline, should be reinforced through multiple channels, like onboarding materials and physical signage in the office, ensuring employees are well-informed.

Kristen Prohl, SVP, General Counsel, Corporate Secretary, and Chief Administration Officer at Unisys, added that CLOs must model ethical leadership. “The CLO generally sets up the structure of the company’s ethics program but also goes beyond being just the owner of the policy.” Prohl regularly engages with employees to not only educate them about the company’s values but also demonstrate those values in practice.

Both Keith and Prohl agreed: tone at the top matters. “At Steve Madden, we have an open-door policy. Employees at any level can speak with the CEO or Steve Madden, and they do so,” shared Keith. She credited this accessibility—and the company’s in-person culture—with fostering trust and transparency.

Strengthening the Board-CLO Relationship

It is critical for boards to view the CLO not just as a legal safeguard, but as a strategic partner and steward of the company’s integrity. Building strong, individual relationships with the CLO can lead to more informed oversight and better decision-making.

“If we already have that relationship,” explained Prohl, “[board members] are much more likely to come to [the General Counsel] with questions or concerns.” CLOs consistently report that open communication supports compliance with board policies on conflicts of interest, independence, and fiduciary duties, helping streamline governance and reduce risk.

Moreover, Steve Madden board member, Al Ferrara, noted “Talking with the CLO helps you stay engaged in the business and ask more educated questions than if you just read the quarterly report.”

What Boards Should Be Asking Their CLOs

To deepen engagement, Keith, Prohl, and Ferrara suggested board members ask more strategic questions about culture and resilience.

Questions on Organizational Culture:

• Are employees encouraged to speak with management?
• How do employees engage with the legal department?
• How are policies communicated and enforced?
• What is the general employee experience? Are there many long-tenured employees?
• What is the current work environment (in-person, remote, hybrid)? What are the advantages and challenges? 

Questions on Crisis Preparedness:

• What are the company’s plans for resilience and crisis communications?
• How will the board receive information when a crisis hits?
• What is the protocol for communication?

The Wrap-Up

CLOs help bridge legal, ethical, and strategic priorities, making them invaluable partners in shaping a company’s culture and governance. To fully leverage their expertise, Keith, Prohl, and Ferrara emphasized that board members should engage regularly, build personal relationships, and connect with employees beyond the executive team. This means going beyond meetings. While boards should steer clear of micromanaging day-to-day operations, they should serve as sounding boards for management. Visiting the office and meeting with employees beyond the executive team can help boards become experts on the business and its culture.

When boards engage CLOs as strategic partners, companies benefit from stronger cultures, smarter governance, and more resilient leadership.

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The views and opinions expressed herein are the views and opinions of the authors and do not necessarily reflect those of Nasdaq, Inc.