A reporting line to the board to assure the general counsel of more independence

A profile in Asia-MENA Counsel, Vol. 9, Issue 7 at 40, describes the role of the Group General Counsel of ANZ Bank, the third largest in Australia. The role requires Bob Santamaria to report to and interact on a daily basis with three of the bank’s most senior stakeholders, the CFO, Chairman, and CEO. Yet although Santamaria has daily dealings with the CEO, the in-house function ultimately enjoys an autonomy that, in the words of the article, “some general counsel may only dream of.”

Santamaria explains that “I am appointed and can only be removed by the Board,” referring to the Board’s ability to ensure a sufficient level of independence from management. In other words, the CEO cannot unilaterally fire the general counsel. This reporting line and its protection for the general counsel is an unusual arrangement from my experience. In fact, if I were a general counsel at odds with my CEO, I would find little solace in the “protection” of the Board.