What Boards Should Ask When Legal Says It Is “Hybrid”

Introduction: Why Boards Need to Interrogate “Hybrid”

When management says the legal function operates under a hybrid model, most Boards nod and move on.

Hybrid sounds sensible.

Balanced.

Low risk.

The problem is that hybrid is not self-executing.

Without clear authority, governance, and escalation, hybrid becomes a blind spot -precisely where Boards most need visibility.

This short appendix sets out the questions Boards should ask to ensure “hybrid” is real, governed, and defensible.

The Board’s Role in Legal Operating Model Design

Boards do not need to design the legal operating model.

But they do need to ensure:

◼️Accountability is clear

◼️Risk decisions are deliberate

◼️Escalation works under pressure

If those conditions are missing, the operating model is a Board-level risk.

The Questions That Matter

1. Who Has Final Say on Legal Risk?

Board question:

“If two parts of the business take different legal positions, who decides which one stands?”

What to listen for:

◼️A single role

◼️Clear override rights

◼️Confidence, not hesitation

Red flag: “It depends” or “we work it out.”

2. What Risks Are Non-Negotiable Enterprise-Wide?

Board question:

“Which risks can never be varied locally, regardless of commercial pressure?”

What to listen for:

◼️Clear categories (e.g. data, bribery, safety, sanctions)

◼️Evidence they are enforced

Red flag: Risk standards described as “guidelines”.

3. How Does Escalation Actually Work?

Board question:

“When was the last escalation, and how was it resolved?”

What to listen for:

◼️Recent, concrete examples

◼️Clean resolution

Red flag: No examples, or escalation described as theoretical.

4. Who Do Embedded Lawyers Really Report To?

Board question:

“If an embedded lawyer disagrees with a business leader, whose view prevails?”

What to listen for:

◼️Legal leadership authority

◼️Protection for independence

Red flag: Any answer implying dual accountability without override.

5. How Is Consistency Maintained Across the Business?

Board question:

“How do you ensure similar issues are treated consistently across units?”

What to listen for:

◼️Central knowledge ownership

◼️Precedent control

Red flag: Reliance on informal communication.

6. How Do You Know When the Model Is Breaking?

Board question:

“What indicators tell you the operating model is under strain?”

What to listen for:

◼️Early-warning metrics

◼️Willingness to adjust

Red flag: Overconfidence or denial.

What Boards Should Take Away

◼️Hybrid increases leadership and governance demands

◼️Ambiguity benefits no one except short-term expediency

◼️Silence is not evidence of success

When legal design fails, Boards usually learn too late.

These questions surface the issues early -when they are still fixable.

Final Message to Boards

You do not need to choose the legal operating model.

But you do need to ensure the one in place is:

◼️Understood

◼️Enforced

◼️Defensible

Because when something goes wrong, the question will not be:

“What model did you choose?”

It will be:

“Who was accountable - and why didn’t we know sooner?”

Hybrid without clarity is not balance. It is blind risk.