General Counsel feel that they must act as “influencers” because they lack direct control over the business functions that actually execute compliance, governance and risk decisions, speakers said at a panel discussion on the evolving role of in-house counsel.
The remarks were made during a panel discussion on From Counsel to Conscience: How the General Counsel Became India’s Corporate Governance Anchor at Vidhi Utsav, where speakers repeatedly returned to influence as central to the role.
The panel featured Manjaree Chowdhary, General Counsel & Chief Compliance Officer, Maruti Suzuki; Sameet Gambhir, Senior Vice-President & Group Head – Legal, UFLEX Limited; Parvesh Khetarpal, General Counsel, AMPYR Energy; and Mehak Oberoi, Senior Legal Counsel, Hydropower – Asia Pacific, GE Vernova. The session was moderated by Ashima Ohri, Chief Director Practice Development, Shardul Amarchand Mangaldas.
Khetarpal framed the shift in clear terms.
“General counsel should be an influencer in the organisation.”
He said that the role now requires influencing “upwards, downwards and across” - from boards and leadership to internal teams and external stakeholders. The General Counsel, he said, has effectively become a “corporate diplomat,” navigating regulators, investors and counterparties while enabling business decisions.
Khetarpal noted that this marks a shift from the earlier position of legal teams as reactive advisors, often consulted only after decisions were taken.
Chowdhary said that the role of the GC has moved beyond identifying what is legally right to ensuring that it is actually followed across the organisation.
She explained that legal teams do not control execution. Compliance obligations and day-to-day processes sit with business functions, which often see them as routine or procedural. This makes it difficult to drive both regulatory compliance and ethical standards through instructions alone.
“So corporate governance is more than just doing the statutory compliance, which is important because of which your organisations are functioning and they can be shut down if that is not done. But besides that, corporate governance means a little more. There is something about ethics and integrity in corporate governance. So when we talk about doing something which is legal and doing something which is ethical. So when you combine the two you get corporate governance. So you have to do what is legally right, what is statutory requirement and then what is ethical.”
She said ensuring this balance between legal compliance and ethical conduct requires influencing how people within the organisation approach their work.
“One of the big aspects of that is also that you are now an influencer…not only a person who tells you that this is right and this is wrong, but you have to appreciate the business, you have to appreciate the people in the business.”
Influence, she said, comes from working alongside teams rather than directing them.
Gambhir said that the growing importance of ESG has significantly expanded the General Counsel’s role within organisations, particularly at the board level.
“In every board meeting, there is a discussion on ESG. Not only that, the directors, independent directors are so aware of it that they are asking questions on it. What are you doing for the environment? What are you doing for the social things? What is your report?”
Gambhir added that ESG has effectively become a risk management framework, influencing decisions across functions. This, he said, requires General Counsel to work across teams and ensure that governance standards are reflected in business strategy.
Oberoi said that crisis situations further underline the need for General Counsels to influence decision-making rather than simply advise on legal risk.
“So I think what typically happens is that the business is enthusiastic in justifying themselves. And the PR teams or the corporate relations teams, they want to reassure. And the legal teams are the ones who facilitate taking a pause. Because you cannot overcommit when the facts are still evolving.”