Checking the Balance

Speaker’s Corner From The Practice May/June 2019
A conversation with Sonya Branch of the Bank of England

Sonya Branch is the general counsel of the Bank of England and executive director of its Legal Directorate. She joined Richard Moorhead, a professor of law and professional ethics at University College London, and Steven Vaughan, an associate professor at University College London’s faculty of law, for a discussion around ethics and leadership of in-house counsel in large institutions.

Steven Vaughan: Sonya, thank you very much for joining us for this discussion. We’d just like to start off with an easy question. Can you tell us a bit about your career background and how you became general counsel of one of our leading institutions, the Bank of England?

There was a very strong sense of mission within the Bank, which resonated with my career focus on public duty.

Sonya Branch, general counsel of the Bank of England and executive director of its Legal Directorate

Sonya Branch: I started my career relatively conventionally, working in two Magic Circle law firms—trained at Linklaters, qualified at Linklaters, and then moved on to Clifford Chance where I became a partner in the antitrust department. I was very much, at that point, planning to take a conventional path, hopefully through Clifford Chance, and move up the partnership ranks. Then, I was somewhat turned in my career path by a meeting with a brilliantly clever maverick— John Fingleton—who asked to meet for what turned out to be quite a seminal coffee at Starbucks on Fleet Street in 2007. He was heading up the U.K.’s Office of Fair Trading at the time—which is today, effectively, the U.K.’s Competition and Markets Authority, the equivalent to the U.S.’s Department of Justice Antitrust Division. John wanted to inject more of a professional services culture into what was then a relatively stale public-sector body. He approached me to join his senior management team, and I found his vision and his energy inspiring. Despite having a quite strong resolve on accepting the invitation to meet John that I had no intention of moving to the public sector, I did indeed join the Office of Fair Trading (OFT) in 2007.

From then on I had the privilege of heading up, at various stages, the U.K.’s antitrust and cartel regime, consumer protection regime, market investigation regime, and merger control regime. With support from the Cabinet Office, over time I recognized that I needed to build more of a senior network across Whitehall, so I did various stints at Number 10 and a secondment via the Cabinet Office to the Department of Environment, Food, and Rural Affairs (DEFRA). While at DEFRA, I was asked to return to the OFT in 2012 to join the board and work on bringing together the Competition Commission and the OFT into a new body—the Competition and Markets Authority—that was to go live on April 1, 2014. At the time, that combination was enticing, not only as a change management experience to lead at board level but also because it represented the most significant and radical change in the U.K. competition regime to ever have been undertaken. Although, of course, the scale of the change will have been put in the shade by Brexit.

After shepherding that process, in late 2014 I was approached to take on the role of general counsel at the Bank of England. It intrigued me, but my first question of the headhunters was: “Where is the nexus that you see—but that I don’t—as to why I might be a fit for this role?” Having received a convincing enough explanation, and as I mulled the opportunity over further, I could see that the role had very many attractions. There was a very strong sense of mission within the Bank, which resonated with my career focus on public duty. I was also immediately drawn to what was going to be an enormous intellectual challenge and complex portfolio of work. Further, the Bank was looking for someone to specifically take on a change management role within the Legal Directorate and to provide fresh, experienced leadership as it had grown exponentially over a short number of years. So, I applied for the role, and after an extraordinarily long drawn-out and rigorous recruitment process, including many interviews and a final hourlong interview with the governor [of the Bank of England], I started the job in May 2015. I have been here ever since!

Richard Moorhead: Steven and I both like to think we have had interesting careers, but that’s an amazing set of things that you’ve been involved in. When you went to join the OFT, were most of those roles management or leadership roles? Were they legal roles? Or were they a mixture?

When I chose to study law, I was drawn in by the scale of the intellectual stretch and the expansiveness of the subject.

Sonya: For almost a decade after leaving Clifford Chance, I did mostly nonlegal roles. However, in all of the roles that followed, I was using the skills I honed during my legal training. First, my analytical skills, which were well developed, meant I could get into the crux and detail of matters very quickly. Second, my legal training meant that I was adept at synthesizing large amounts of facts, submissions, and supporting materials and reaching judgments at speed. Third, my past professional experience developed my ability to move intellectually at pace from the smallest detail to the key relevant largest, strategic questions. Finally, the ability to challenge constructively in a way that is reasoned and can have impact was, again, the advocacy skills learned through a legal career. In these many ways, I benefited enormously from having had a career foundation in a legal training.

Steven: One of the things we explore in our work is professional identity. I’m curious about how all those different roles that you’ve had have shaped how you see yourself now—whether you see yourself as an in-house lawyer, as a solicitor, as a change manager, as a leader, or as something else. How do you think of your professional identity?

Sonya: I would struggle to categorize myself into any one of those descriptions because the reality is, each one of them is a role I have played, and played at a relatively senior level. Moreover, each of those characterizations are aspects of my current role each day. More generally, I identify as someone who is motivated by working within a team which is driven by a compelling, binding mission and shares a common set of values. You can find such a strong sense of mission in the public sector. You can find it in-house. You can find it in a private practice setting. It is, of course, more common in the public sector. But I think I could be equally comfortable in a legal or nonlegal role in a profit-seeking corporation if it had a very strong mission and a cohesive team built around trying to deliver on that mission.

It is relevant perhaps that, to date, I have not had a straight career path, but I can explain each step in my career. I suspect that my career hereafter will again involve me doing a variety of such roles—some of which will be legal, some of which will not. So, by way of conclusion, I struggle on committing to a single professional identity. Ask me again in a decade! I could be doing any one of the number of roles which I’ve done before or something entirely different.

Steven: If we went back in time, hearing you talk about mission and hearing you talk about values, what was it that prompted you to decide, “I want to be a lawyer rather than being something else”?

Sonya: When I chose to study law, I was drawn in by the scale of the intellectual stretch and the expansiveness of the subject. I recognized relatively early that I was someone who was equally comfortable doing work at a forensic, analytical level as I was doing work that was strategic and big picture. I found—well, I certainly thought—that studying law would get me there.

You need to be conscious of the context in which you are advising. You need to make sure that your interventions have impact and need to have good judgment as to whether you intervene or not.

In terms of that first big question about whether to become a solicitor or a barrister, I chose to be a solicitor for a number of reasons. One thing I recognized very early on was that I prefer a working environment centered around teamwork and a common goal, whether that was at a particular law firm or a corporate mission statement or the like. On a more personal level, I had also seen my father live years of pressure and anxiety from being self-employed, and so I learned early on what that can entail and the toll it can take, and I thought that was not ideally where I wanted to take my own career. So, I chose to be a solicitor, and I had an enormously satisfying and great experience training at Linklaters, but also at Clifford Chance, where I had the ability to work not only in London but also in Hong Kong and New York.

I genuinely did not think, when I took up my first role in the public sector in 2007, that I was doing anything other than investing in a short career-progressing experience to be a regulator—surmising that such an experience would make me better able as a partner to advise clients in the future. But, I suppose the big Rubicon that I crossed was that point when I recognized that my core drivers were the values and teamwork and bonds forged in working towards a common mission over the financial incentives perhaps more associated with private practice.

Richard: You talk about the mission, the bond, and the working in teams on the one hand and about the intellectual challenge on the other. How do those things intersect?

Sonya: I think it comes down to what you call motivation, drivers, and values. On a personal level, I work at my best and I am a more high-caliber performer if I’m doing something which keeps me intellectually stretched. That involves me having to do lots of complex things with a lot of variety. I know personally that I need to be constantly kept intellectually engaged to stay out of trouble! At the same time, I have also found that I have been more comfortable in my career decisions, particularly in the context of being a working mother, if I am in a role in which there is a wider public-sector mission that I am giving back to and that binds me with peers who share similar values to me.

Richard: Moving to some of the things that Steven and I have been thinking about in the work we’ve done, we want to start with a bit of an old chestnut, but it’ll get us started: in-house practice is often compared negatively to private practice in terms of ethics, and I wondered if you thought there was anything in that comparison?

Sonya: I think that bald comparison is probably too simplistic. It will come down to what the values espoused by the organization you work for are—that is more important than what your role is. I know that it is perhaps slightly easier in a role such as mine in the Bank of England because there is a common purpose and a public-facing mission and this brings with it an extraordinary level of moral awareness, more than perhaps may be found in some in-house contexts or in private practice. But I do think, in any corporation or institution, if you don’t have a strong tone from the top and a strong sense of values and an ethical compass that runs from the top all the way through, along with the right checks and balances, it does not really matter what role you play.

Richard: That’s something which we certainly see and agree with. We also wonder how an in-house lawyer seeks to influence that culture to try to nudge it and encourage it in the right direction. How do you tend to think about that as general counsel of the Bank of England?

In senior management, you need to be robust, you need to be reasoned and swift, because of the pace with which things move.

Sonya: It is incredibly important that you do it with the grain of the institution. You need to be conscious of the context in which you are advising. You need to make sure that your interventions have impact and need to have good judgment as to whether you intervene or not. When you do intervene, there are a variety of ways of making sure it has impact. First, you need to be savvy and clear about the wider context in which you are acting, and that takes a degree of time and sensitivity. You also need to make sure that you time your interventions and you pitch your risk appetite appropriately to the institution. For instance, if you default to being too cautious at all times, you run the risk of not being listened to when you absolutely need to be.

I think the most important thing of all is that you build credibility—and as general counsel, you have to build credibility at all levels. So, you have to build credibility as someone who is an accessible, trusted ear so that staff of all backgrounds, legal and nonlegal, and of all grades, feel that they could still pick up the phone to you despite your title. But you also have to build credibility across your peer network. I think the best way you can do that is by being seen as part of the wider strategic leadership team, as well as the legal adviser to an institution. This means fully engaging with that strategic leadership role, taking it seriously, contributing to the wider corporation or institution, and understanding the wider challenges faced. You also have to have the ability to be trusted and credible at the top, and that involves sometimes having discreet conversations, one to one, and providing counsel, which puts you in a unique position vis-à-vis your peers in balancing all of those challenges and increases the pressure to get it right. It takes time to hone those skills, and also to build a certain confidence in your own judgment. You also have to be prepared to go out alone on each of those levels if it’s required—to be the advocate for those very junior members of staff who raise an issue you think is a genuine concern; for calling out your peers where you think that there’s a degree of groupthink; and speaking truth to the most senior leaders in an institution if you feel that a message hasn’t percolated up. And it means being a discreet and trusted ear when senior leaders need that advice, knowing that you are in a position that sets you apart from your peers, but at the same time not letting that mean that you are out on a limb from the wider institution. It’s a challenging balance!

Richard: You said it’s something you’ve had to learn over time. Can you give an example of a judgment call that you might make differently now from one you would have made earlier in your career as an in-house lawyer?

Sonya: I’ve got a very interesting example, which is an example where it shows you the benefits of having a bifurcated career path. I was taking a decision as the head of a policy unit when, if I was looking at it from the angle of an in-house counsel or general counsel, I might have taken a different risk assessment in my decision—insofar as being more cautious as a lawyer—and the outcome might have been different.

We’re going back a number of years. This example is specifically in relation to a cartel investigation that I was heading up before I went on secondment to DEFRA. We were in the middle of a cartel investigation involving a major U.K. retail sector, and the OFT was keen to make sure that it established that the U.K. cartel regime had a strong toolkit. We were up against some very robust adversaries across the cohort of U.K. supermarkets—they were very well and comprehensively advised. The OFT went out with our preliminary findings, and we were perhaps not cautious enough, in particular about the press release accompanying those preliminary findings. There was one supermarket that took affront to the way in which the initial findings were covered in the media. It wasn’t one of the main alleged cartelists—albeit, it was a party to the ongoing investigation. Unfortunately, we had not checked all the fine details and had not spotted that the day we were announcing our preliminary findings was the same day this particular firm was releasing its yearly financial accounts, the final set of financial results being announced by the retiring, well-regarded chair who had founded the supermarket and dedicated his career to growing the retailer.

Ultimately my integrity and authenticity is the one thing that will passport me from one step in my career to the next.

When I look back on the unfortunate series of events, I did not maintain that independent eye alert to the left-field risks (which I would normally and consciously do as general counsel) sufficiently. I have questioned how the incident arose a number of times: Was it because there was a degree of institutional groupthink at the OFT at the time that meant we were too preoccupied on establishing that the U.K. cartel regime had influence and impact? Was it that the general counsel was not independent enough in the decision making at the time? In the end, the OFT fully resolved the matter and relations with that retailer, but it involved some degree of settlement, and it was just unfortunate on so many levels. However, I am now acutely and constantly attuned to look for what we are missing in our risk assessments and analyses.

Richard: Can I swap the situation around a bit and ask about situations where you had to stand up to the organization or had to say “no” to something that the people in the organization really wanted to do, but as a lawyer you felt that the organization shouldn’t or couldn’t do?

Sonya: I can honestly say that in my current role, I do that probably once a week, if not more. It is on all variety of issues, but obviously none of which I can really go into in significant detail now. I think as the general counsel of an institution, such as the Bank of England, and in the climate we find ourselves in, it is part of my role to press for a measured and deliberative response and flag risks. I can often see the risk profile because my role is more expansive and my risk awareness more crystal clear than it is perhaps for some of my colleagues—both because of my current role and my career experiences and because I am used to always looking for, identifying, managing, and mitigating risk. This seems to be the bread and butter of the job of being a general counsel. You need to be rigorous and analytical and have the ability to escalate and challenge, but also the ability to be impactful. In senior management, you need to be robust, you need to be reasoned and swift, because of the pace with which things move.

Richard: One of the things that we noticed within our book when we interviewed in-house lawyers and general counsel was that some people spoke about saying “no” in the terms that you did. But quite a lot of the people we spoke to said that they were very wary of saying “no”—that it was dangerous. It would switch off their influence. It would make their job much harder. In your estimation, why might those people take a different tack from the approach you described yourself?

Sonya: This is another example of where it may be more difficult in-house than in a public institution with a very strong mission. For me, if I am able to draw a narrative from the risk or issue or concern that I have to our public mission—if there is misalignment or something that could be perceived to be out of kilter with us doing the right thing by the general public or the U.K. economy—I will feel confident in raising that challenge. Perhaps in-house, if there isn’t a strong set of values and a strong mission which in-house counsel can draw as the foundation as to why there is a need to escalate an issue, that might be more difficult.

There is something very wrong with the core backbone and culture of an institution if it’s looking to one individual to be the living embodiment of the conscience of the institution.

The other thing that I would mention is that I—and again, it could be connected with the public sector or the mission of the Bank—by default, think long term. I think long term on two levels. First, on an institutional level, how would this be viewed in hindsight? Is this a set of events which, if it goes the way I think it may go, in hindsight I would want us to have taken a different approach? Second, on a personal level, I think if I ever feel that my long-term integrity is under challenge, then I do then have a more parochial, self-interested duty to ask, Is this a Rubicon I’m prepared to cross? Because ultimately my integrity and authenticity is the one thing that will passport me from one step in my career to the next.

Steven: Integrity is something we’ve thought about a lot, as well as independence. One of the things we look at in the book is this idea of ethical infrastructure, and I’m curious about your approach. What do you do to check that you still have your integrity? Is it that you have conversations with people inside the Bank and engage in reflective dialogue? Is it you’ve got a circle of general counsel friends and you get together and try to push and probe each other? What kind of infrastructure do you have in place that helps you be confident that you’ve kept your integrity and that you’ve retained these values you’ve emphasized?

Sonya: Let me respond to this question on two levels. The first level focuses on the relevant institutional framework, and the second is on a personal level. On the first level, most of the institutions I have worked in have had the general counsel appear in and/or have access to a number of different platforms or audiences, which can help with that checking of independence. For example, in the Bank, I have got a direct line to the chair of the court, who oversees the overall operational running of the Bank, and I am directly line-managed by the governor himself. I observe on a number of the Bank’s boards and committees, which gives me access to a number of our external members. I am also a member of the wider executive management leadership team and invest in the bilateral relationships with my peers. I have also tried to maintain independence by keeping as many channels of communication open as I possibly can for people to escalate issues to me if I myself am not spotting them. All of these are, in a way, efforts to mitigate any of my own residual blind spots.

On a personal level, I am intrigued by the various divergent approaches by which several parts of the U.K. economy are striving to build greater levels of integrity and accountability within their industries. In the U.K. financial services sector, a key such reform which has been introduced since the financial crisis is the senior manager’s regime, which applies to regulated banks and insurers. There is now a prescribed set of functions, which are the most senior functions in regulated financial services firms—including, for example, day-to-day responsibility for the culture of the bank or the culture of the regulated firm. Moreover, these are individually allocated to people who have a published statement of responsibility attributed to them. The aim is, on the one hand, to motivate and incentivize ownership and accountability, but it’s also meant to allow for an easier attribution of failure if expected performance levels are not met. And the Bank has voluntarily applied that regime to itself. I own the responsibility—reporting to the governor—to manage legal risk for the Bank. There is personal skin in the game, so to speak, to make sure that I consistently and rigorously look at all angles and retain independence because again, I have my own integrity and authenticity on the line.

It is a very tall ask of a general counsel … to ask them to sit on a board as a general counsel but also to sit on the board and exercise their role as a board member more generally

Finally, one of the only difficult things about being a general counsel is, unlike other areas I’ve worked in, particularly my nonlegal roles, it is not easy to have a peer support network of other general counsel. So many of the most difficult judgment calls we have to make are the ones you make bilaterally and through difficult conversations. You are often engaged on giving counsel on sensitive matters, whether personal, operational, and/or commercial. So, there’s very limited recourse to colleagues as a sounding board for steers. It can be somewhat isolating at times, but fortunately I have a strong team around me at work and unfailing support at home and, therefore, have a wealth of resilience to draw upon.

Steven: One of the things that split our interviewees when we were talking to them—someone very early on said, “Oh, I see myself as the conscience of the organization.” We put that to people in subsequent interviews, and interviewees were actually split down the middle in their responses. And so, I’m curious whether you agree with that. Do you see yourself as being the conscience of the Bank of England?

Sonya: No, absolutely not. In my view, there is something very wrong with the core backbone and culture of an institution if it’s looking to one individual to be the living embodiment of the conscience of the institution. That is not how I envisage an institution with an ethical compass should be working, and it is not the construct of a general counsel role which I would be prepared to step into myself. Having said that, I would regard myself as one of the key channels for reminding the institution—on occasions when it’s under pressure and/or a difficult judgment call has got to be made—what the ethical compass we work to as an institution. I am also there to help bridge a narrative and uphold a decision-making framework that allows us to get from determining a difficult issue under pressure to the right answer for the institution more generally.

Steven: I want to come back to what you were saying in relation to integrity and institutional mechanisms for supporting and promoting your independence and your integrity. You talked about serving on boards and having access to boards. That was another thing that really split those we spoke to—the extent to which it was a good idea for a general counsel or for a senior in-house lawyer to sit on a board and whether that would promote or hinder ethical leadership. In other words, whether you might become too complicit or you might be captured by a board’s decision-making processes.

So many of the most difficult judgment calls we have to make are the ones you make bilaterally and through difficult conversations.

Sonya: I come back to an answer I gave earlier. No individual general counsel is the answer to questions like: Do you have an ethical institution that is doing the right thing as well as doing the legal thing? That doesn’t rest with an individual general counsel. By the same token, it doesn’t rest with a single board member either—or just with the board. So, whether the general counsel is on the board or not, that shouldn’t be the make or break of it. There will be some general counsel who sit on boards and have absolutely no influence. There are others who don’t sit on the board and have huge influence. So, I don’t see that as the key criteria. Having said that, having had many years of observing boards, being comfortable at board level and having access to board members are key components of being an effective general counsel and being able to escalate impactfully, at pace if required.

Richard: One of the things that people have said to us is that it’s not a good idea for general counsel to be formally on boards, but it’s a good idea for them to be observers. Another way of turning that around would be: If GCs are on boards as board members, do they behave a bit differently from regular board members? Do you think there is anything in that idea that GCs should be on boards but should hang back so that they don’t get too involved in decision making and thereby their independence becomes comprised? Or is that simply too much of a halfway house?

Sonya: I would break down the question a bit. It is a very tall ask of a general counsel, if they’ve got the integrity you’d expect, to ask them to sit on a board as a general counsel but also to sit on the board and exercise their role as a board member more generally. They are then wearing a number of different hats simultaneously. I would say you get the best out of a general counsel by having them observe the board and giving them a generous amount of time in which to intervene and/or participate in the discussions as the general counsel, but without asking them to do anything beyond that. This works effectively at the Bank in that I will speak to risk broadly, both legal as well as reputational risk and concerns of that nature; however, I won’t be asked to take the final decision in the room. I then step back for the board, because ultimately the other board members are doing a balancing of judgment whereas I am intervening with a particular piece of advice or viewpoint.

Having said that, the fact that I have sat on boards in nonlegal roles has been key to my ability to be impactful at board level in my general counsel role. In other words, I have benefited hugely from having nonlegal roles on boards, seeing effective—and ineffective—board dynamics, and having to think as a board member in my own right. This experience has honed my ability to intervene when I am not a formal board member, but rather observing and advising. It has helped me understand when to pitch an intervention, when to let a decision-making discussion progress, and, at which point, to intervene to talk to a legal or reputational risk in such a way that the discussion can actually be enhanced, not disrupted.

So, I think wearing a general counsel and board member hat concurrently is a difficult ask, particularly when you put it together with some of the wider skill sets you are asked to have—particularly skill sets you never get taught at law school or acquire simply by virtue of being a lawyer or a partner at a firm (see “The Inside Track”). Acquiring such skills can partially involve roles outside of work. A risk perhaps you constantly have to counter as a general counsel is becoming myopic or single-focused and not working effectively within the wider institutional, strategic commercial or corporate setting, and not recognizing all the key institutional drivers. Sometimes the fastest way you can gain those insights is by taking on a nonlawyer board role—for example, as a trustee in a charity or a school governor—because it just makes you become more rounded in your ability to intervene on the legal issues.

Steven: If I put together some things that you told us over the course of the interview, and just looking at your background—you are the general counsel of the Bank of England; you are a working mum; you are a trustee of a national cancer charity; you were a school governor; you were the youngest-ever partner at Clifford Chance. I’m guessing you are particularly good at time management!

A risk perhaps you constantly have to counter as a general counsel is becoming myopic or single-focused.

Sonya: There is no point denying I am organized—I couldn’t juggle my various roles and motherhood if I wasn’t. I suppose I am very much the product of my upbringing. I had a very hard-working father. I am the eldest of the family, so I very much felt I had to work hard from the start and expectations were set high. Indeed, I was the first female member of my family to go to University. I have also found that the times I have been doing more diverse activities out of work, such as commitments which I feel passionate about, like the cancer charity I’m a trustee of, the more efficient I have to be because you do not gain more hours in the day! So, you start to become more efficient, and more agile, about how you split your time. I am also fortunate to have a husband who is very supportive of my career and our aspiration to juggle parenthood in a balanced way. We have very much a 50/50 relationship when it comes to things like juggling childcare. I do feel very fortunate that I have got that, and there are many people who may not have had the same setup.

Steven: A lot of what you’ve been saying has been very positive about the ability for in-house lawyers to manage toward the mission of the organization or to promote values. But when you look at press reports on things like corporate and public scandals, there is often a big question about where the lawyers were when those bad things happened. On various occasions, we even see in-house lawyers being complicit in those scandals. I’m curious what you think it is that might stop in-house lawyers from challenging decision making. What might make them or leave them to be complicit in the scandals that we see with some relative frequency?

Sonya: Being a true lawyer, I would pick that apart. I would pick apart “complicit” first. I think that it must be very rare that you have a total rogue lawyer who quite consciously decides that they are going to be part of some illicit activity. At that point, frankly, the fact that they are a lawyer is irrelevant—they have crossed a Rubicon that anybody can cross, whatever their background. That being said, there are a number of other reasons why lawyers may end up being indirectly complicit or letting something happen on their watch. The first is not having the confidence to challenge and not having the respect and authenticity in an institution to challenge with the necessary impact, and they just let it, therefore, slide. The second is that they become so embedded in an institution that they suffer from groupthink and fail to spot the risk and/or illicit activity entirely. Third, and I am assuming that the relevant corporation or an institution does not have a strong ethical compass at its core, is that actually the general counsel does not receive the information necessary to spot the issues. In such circumstances, in-house lawyers and general counsel are working in a silo and they are kept in a silo. Or, they merely function in a “tick the box and move on” capacity.

Richard: How do you manage to ensure that your lawyers on your team are ethical? Do you have any ideas that you could share for the readers as to the sorts of things you do to try to make sure you get the right people and that they keep thinking about independence and ethical leadership and those kinds of issues?

For me, building an ethical infrastructure is much more about leadership, team building, and a shared mission.

Sonya: On one level, I don’t think I would consciously go out with a job advert saying, “Only ethical lawyers apply here.” I take as a given—by the very fact that applicants have chosen to work in the public sector—that they have chosen to buy into the ethical culture of the Bank and the public mission. So, that is an enormous binding force and a narrative we can work together with from the start. My main recruitment focus currently is, actually, about diversity of the Legal Directorate and the way in which we provide an inclusive working environment. Diversity is key because the wider the reach of talent that the Bank has, the less chance of myopic moments or groupthink. And by diversity, I mean of all types—of characteristics, backgrounds, but also, particularly for law, of career paths. We don’t want a stream of energetic new recruits coming just from private practice or just from Whitehall or just from corporate in-house backgrounds. The footprint of the career paths which have led colleagues to the Bank’s Legal Directorate is so broad, and that makes for a much better and challenging environment with lots of alert eyes. The more inclusive environment we can build around a diverse set of talents, the more likely I am to be able to ensure that concerns can get escalated with confidence at pace and risks can get spotted.

While we do have—as you would expect—a compliance code and a core training at the Bank (which is an exercise that has to be done thoroughly by all colleagues), for me, building an ethical infrastructure is much more about leadership, team building, and a shared mission. These things are far more about diversity of thought and creating an inclusive work environment where people can challenge effectively and raise concerns without feeling hindered by hierarchy or removed from decision making than about imposing a simple test.

Sonya Branch is general counsel of the Bank of England and executive director of its Legal Directorate.

Richard Moorhead is a professor of law and professional ethics at University College London Faculty of Laws. In September he will be head of Exeter University Law School.

Steven Vaughan is an associate professor at University College London Faculty of Laws.