GCs as NEDs: Transitioning to the boardroom

For many General Counsel (GCs), the aspiration to move into the Non-Executive Director (NED) space represents the next natural stage of a senior career: an opportunity to apply years of judgement, strategic experience and business acumen in a new and influential context. Yet the transition is far from straightforward.

The NED world is highly competitive, particularly within the listed company arena. Success depends on demonstrating that your expertise extends far beyond the legal function and that you are, at your core, a business leader who understands strategy, risk, transformation and value creation.

Reframing experience: From Legal Counsel to strategic advisor

The first step in the transition is to reframe your professional narrative. Most GCs have already contributed to transactions, crises, and transformations that shaped their organisations’ futures. These moments, when presented through a commercial lens, provide powerful evidence of strategic thinking and leadership.

Consider the full breadth of your contribution:

• You have been front and centre of value creation, often shaping strategy alongside the executive
• You have acted as a curator of solutions, bringing diverse functional leaders together to resolve complex issues
• You have collaborated extensively with finance, sales, operations, and people functions, giving you a panoramic understanding of the business

When viewed through this lens, the GC’s career becomes one of strategic partnership, not purely legal oversight.

Adopting a new mindset: From Lawyer to business leader

A common misconception is that boards appoint GCs to provide legal advice. In truth, they are seeking business judgement informed by legal perspective, not legal counsel itself. Successful NEDs from legal backgrounds understand this distinction clearly.

To make the shift:

• Turn legal into strategy. Articulate how governance, risk, and compliance shape and enable performance
• Lead with commercial insight, not technical advice
• Operate as a higher-level thinker. Focus on major strategic and cultural issues rather than operational detail. Remember the maxim: “Noses in, fingers out”

Boards value structured, analytical thinking – something GCs bring in abundance – but it must be channelled toward shaping direction rather than managing process.

Indeed, colleagues will often tell you they would “miss your judgement long before they miss your legal skills.” That judgement, balanced and commercial, is the defining quality of a great NED.

From value protector to value enhancer

Historically, GCs have been viewed as the guardians of value, ensuring compliance and managing risk. The modern board, however, increasingly seeks directors who can also act as enhancers of value, guiding strategy, transformation and sustainable growth.

Ask yourself, “How do I move from protecting value to enhancing it? How can my insight contribute directly to transformation, innovation and cultural strength?”

The answer often lies in seeking stretch opportunities within your current role. Take on challenging projects that sit outside the legal function such as digital transformation, ESG initiatives or organisational restructuring.

As one experienced Director observed: “Go get the scars and war stories — jump in and do it well.” Exposure to high-stakes, cross-functional work provides the perspective boards prize most.

The art of the boardroom

Boards today value directors who display leadership mindsets rather than management mindsets. They seek individuals who can challenge, support, and influence — who can look ahead, not just look after. Key attributes include:

• Curiosity and the ability to ask the right questions. Great board members create pull rather than push — they stimulate reflection rather than prescribe action
• Judgement and independence. Boards rely on balanced perspectives rooted in integrity and fairness
• Strategic perspective. The best NEDs know when to stay high level and when to dive deep

Equally, remember that a seat that compromises your integrity will never grow your influence. Choose roles that align with your values, purpose, and sense of contribution.

Positioning yourself for success

Becoming a NED is a strategic process, not a single event. Positioning yourself effectively requires clarity, visibility, and patience.

Shape your narrative early. Define your pitch. Identify the recurring themes that run through your career — leadership, transformation, governance, or innovation — and use these to articulate your NED value proposition.

Tell your network. Many appointments arise through personal and professional connections. Let your network know that you are actively seeking a board role and share the areas where you can add value.

Gain frontline exposure. Seek opportunities that provide broader business visibility — working with finance teams, sitting in on strategy sessions, or leading cross-functional initiatives. These experiences enhance your credibility as a business leader.

Understand board composition. Every board conducts periodic evaluations to assess gaps in capability. Consider how your skills align with those needs — whether in governance, transformation, ESG, or stakeholder management.

Build profile and presence. Publish thought leadership, speak at governance forums, and engage in cross-industry networks. Being visible and recognised as a strategic thinker increases the likelihood of being considered for a NED role.

Develop governance fluency. Gain experience with committees — audit, risk, remuneration, or nomination — to understand board mechanics and decision-making dynamics.

The long game

Transitioning from GC to NED is best viewed as a long-term career strategy. Begin shaping your story early and take every opportunity to broaden your commercial footprint.

It is not about leaving the law behind, but about evolving from Lawyer to leader: someone who applies legal acumen as part of a wider toolkit of strategic, financial and cultural insight.

Ultimately, the journey is about influence. Your success will not be measured by how well you protected value, but by how effectively you enhanced it.

Start early. Shape your narrative. Jump in.

The modern boardroom needs your voice — but it must be the voice of a leader, not just of a Lawyer.