In a post-Enron, Sarbanes-Oxley world, corporate general counsel must wear more hats than ever before.

No longer merely responsible for the oversight and management of legal functions, inside counsel are increasingly counted upon to address a variety of board governance and global operations matters. This has been underscored by the fact that most executives named “chief compliance officer” or “chief governance officer” are typically former (or current) general counsel or corporate secretary. As the line between legal and business responsibilities grows thinner, the question of “how many hats are too many?” weighs on the minds of lawyers.

So when it comes to corporate social responsibility, considerable disagreement exists as to how much involvement general counsel should have.

Cellini

At a one-day summit on corporate sustainability last month in Chicago, Richard Cellini, chief marketing officer of Integrity Interactive, said lawyers absolutely should set the agenda for corporate responsibility. “Ultimately, I think the reasons [why] corporate responsibility should be around what the corporate counsel does is because, fundamentally, it’s a risk-management discipline. It’s about protecting the body corporate from corporate integrity failures,” which entails compliance, ethics, and corporate responsibility, he said.

But others disagree, noting that lawyers often lack the operational insight needed to drive such initiatives. One such dissenter was Dave Collins, who recently retired as senior counsel of corporate compliance at General Motors. “The heart of effective compliance is an intellectual discipline that is completely familiar to operating people,” which, often, does not align naturally with the role of general counsel, he said.

To prevent ethical violations, Collins explained, objectives must be established, and employees must be trained in an empirical way, so that failures can be identified and appropriate actions can be taken. Such a discipline invites reports for violations. “This horrifies lawyers,” he said.

Google’s general counsel for ethics and compliance, Lewis Segall, agreed with Collins, arguing that a significant challenge for lawyers when it comes to compliance is the ability to think outside the box. Compliance is not just about the need to follow rules and regulations—as lawyers are accustomed to—but also the ability to connect to what’s happening inside corporate culture. Lawyers may not be the best ones to communicate that agenda, said Segall.

But because every organization operates differently, how much guidance general counsel gives depends on the culture of the company, added Segall. “At the end of the day, you need to attend to doing things correctly and doing things that are consistent in a way that really connects and furthers your mission and profile.”

Sarbanes Factor

At many companies, litigation and regulations like Sarbanes-Oxley tend to be the driving force behind corporate social responsibility initiatives. That’s especially the case when institutional investors push a particular social or environmental agenda, or when a regulatory enforcement action prompts a company to pick up the mantra of sustainability. That doesn’t need to be the case, said Segall. “To me, often, that’s where you start, but not where you should end up,” he noted.

Instead, sustainability initiatives are more successful when they are tied to “tone at the top,” and are driven throughout the organization from the top-down and the bottom-up. As a result, said Segall, sustainability strategies driven only by legal risk won’t be done as well, “or as smartly within the company than if the company really starts to adopt that as principle.” At Google, for example, rather than being a legally driven discipline, corporate social responsibility has always been part of the company’s DNA, Segall said.

However, that dynamic may be further proof that the general counsel is not the right person to orchestrate the corporate CSR agenda. According to Cellini at Integrity Interactive, a top-down, principles-based approach can be more effective, as the general counsel’s legal focus is “nowhere near as broad as the corporate responsibility agenda.” Others at the conference agreed: It’s not that general counsel doesn’t find CSR important; rather, they see it as another front on which the company must be defended.

Collins, the former GM executive, agreed. General counsels have such a regulatory focus that “we now take it as an act of faith that we are going to have growing compliance headaches” even in the sustainability realm. At General Motors, for example, each plant has 2,000 legal duties in the area of environmental compliance alone, he said.

On the other hand, Google, a company that is “barely out of diapers compared to GM,” has headaches of a different kind, noted Segall. “One of the challenges of a young, growing company is how you address ethics and compliance issues as your company is really evolving.”

One way that companies can relieve their headaches is to communicate better with their legal department, said Cellini. “They should share resources, they should share people, they should share budget, because it’s really the same platform,” he said.

Such communication can improve all facets of a CSR program, even making the general counsel more sensitive to sustainability issues. “As a lawyer who ran a compliance program at GM, I can tell you it’s not hopeless,” said Collins. “We are trainable.”