Philip Bramwell has been group general counsel of BAE Systems since 2007 and has more than 30 years' experience as a corporate lawyer in the pharma, IT and telecoms industries.

In a time of growing regulatory scrutiny and volatility, here he shares his thoughts on the role of the GC in corporate crises.

Later this month, he will be chairing the Corporate Counsel Forum Europe alongside BT group GC Sabine Chalmers – click here to find out more and book your place.


Why is there so much focus on corporate governance and reputation management?

"Every year, it seems, we can count on some corporate scandal – this year we've had the behaviour of individuals in certain workplaces leading to the #MeToo campaign and we've also seen the collapse of Carillion. It's remarkable given the degree of corporate governance required that a company of that size could collapse into nothing – it's thrown a spotlight on the level of assurance the public can expect to receive from published audited accounts."

What's the role of the GC in a crisis situation?

"When people talk about reputational crises and recovery, they're talking about managing the reputation of the organisation, which is a different thing to managing the reality – and that's where GCs are primarily involved. It's our job to advise boards and senior leaders, often in large publicly listed companies. There are lots of things that we're required to do but there is an equally large number of things you need to choose to do if you have a values-based approach to running your business, reflecting the expectations that wider society has a right to expect of its large corporations.

"The day-to-day focus on gritty reality is central to the GC role. We don't add up the numbers or sell the goods that create the profit, but we do contribute to the creation of an environment that's desired by employees, shareholders, the public and regulators."

Does the GC have more involvement now than in the past?

"It's an important time for GCs to demonstrate their value-add – to show courage and leadership. It could be a golden age for corporate lawyers – there are great career opportunities. You're there to be a trusted counsel and adviser and so it's incumbent on you to operate thoughtfully and responsibly. We have very considerable responsibility – I don't think there are any impediments to GCs exerting influence. It can be a lonely role at times, though – it's a job that relies on making judgements day in, day out."

How has #MeToo affected the role of the GC?

"Responsible personal behaviour has been on the agenda of major companies since the last century and, in general in large corporations, the unchecked disparities of power that have allowed a tiny minority of individuals to grossly abuse their position don't exist. Personally, I'm very grateful that we're seeing much greater awareness from our leaders that they must set clear and unequivocal requirements for behaviour in the workplace.

What should be the role of GCs in situations such as Carillion, where a company is failing?

"GCs should be privy to judgments made about the strength of the balance sheet and they should be in the room when boards review performance and test the solvency and viability of the business. In the context of corporate governance, it's about ensuring there's a sound system of checks and balances in place, something that can alert senior leadership so that any issues relating to trading don't just appear out of the blue. The public has a right to expect that the GC is aware of the rights of all stakeholders and is advising and guiding management and the board – they shouldn't be afraid to speak up."

Should GCs bear any responsibility for corporate failures?

"Crises can reflect as badly on the GC as anyone else. You have to assume some responsibility for failings of corporate governance – GCs should be aware of what's happening, it's their job to set standards and ensure that a sound system of effective internal controls is in operation. Companies have to constantly change and adapt according to shifting societal expectations. Stakeholders have every right to expect that corporates are professionally run by responsible people. This does not mean that there will never be failures, but the major risks facing a listed corporation must be disclosed."

In a millennial, post-#MeToo world, how do you think the legal profession has to change in order to better represent those coming into the career now?

"For me, a lot of the elements of ongoing debate that I observe around workplace diversity belong in the 80s and 90s. I defer to those whose experience differs from my own, but I think there's a broader set of issues to be addressed today. I think we're skating across the surface of the pond by focusing almost exclusively in many instances on gender diversity in the workplace. By doing so, we're often taking the nature and structure of work as a given rather than questioning traditional work structures and debating how we can organise in a way that the greatest proportion of those with a contribution to make can find a satisfying and rewarding role to play.

"Our patterns of work are often still based on Victorian factory hours. There's an exciting and understandable generational shift in expectations of working patterns and career structures. The lifelong employment covenant of the last century is no more and this presents an opportunity for us all to look more fundamentally at how we start, live and end our working lives. I hope we will seize that opportunity."