“If ignored or bypassed, then the general counsel can take it to the chairman of the board, assuming there is a separation of the chairman and CEO,” he said. “If not separated, then the general counsel can take it to the lead independent director.”

“Maintaining good, regular lines of communication between the general counsel and the board, even when there is no problematic situation, is best practice and builds trust in the function, and also helps the board in their oversight role,”