Are You Investigation Ready? Navigating Allegations Against Board Members With Confidence

No organisation expects to face high‑profile allegations against board members. These often attract media scrutiny and risk significant organisational and reputational damage. Yet, even with robust governance and safeguards in place, this scenario can arise in any business. This article explores how organisations can prepare for this eventuality and be ready to respond swiftly, confidently and appropriately if the unexpected happens.

Organisations can find themselves facing high‑profile allegations of misconduct involving board members without warning. Recent headlines show how frequently this happens and how significantly an organisation's response can affect its reputation. Being "investigation ready" should form a core element of an organisation's business continuity strategy. In this article, we refer to board members throughout, but similar circumstances may apply for other strategically significant senior members of staff.

Upcoming changes under the Employment Rights Act 2025 (ERA) will add further impetus to this. For example, employers will be under a statutory duty to take "all" reasonable steps to prevent workplace sexual harassment, and non-disclosure agreement clauses that prevent employees from making allegations or disclosing information relating to harassment or discrimination will be rendered void. There will also be a reduction in the qualifying period for unfair dismissal to six months, together with the removal of the compensation cap. As a result, more employees will gain protection against unfair dismissal, and the potential value of claims, particularly for higher‑paid employees, will increase significantly, likely creating a barrier to realistic settlements. Together, these developments are expected to increase the need for organisations to carry out robust, timely, and defensible investigations into alleged misconduct. In addition, there may be further considerations that apply for regulated and/or listed entities.

There has never been a better time to sharpen your investigation strategy.

Why should organisations prepare in advance?

Swift and effective initial response

When a serious allegation is raised against a board member , it can come as a shock. It is important to respond quickly to minimise reputational damage. Having a plan in place speeds up response time and enables the organisation to be on the front foot and in control from day one. An organisation's immediate response plan may include the following points, for example:

Pre-agreed immediate next steps

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This reduces the number of decisions that need to be made at speed and provides clarity on who should make them. For example, organisations could:

• have a pre-agreed protocol stipulating whether a board member who is subject to the allegations would ordinarily be expected to step aside (usually on full pay) while these are investigated. It is much more efficient for board members to mutually agree this step in advance, rather than when emotions are running high;
• prepare a pre-agreed holding response to the media;
• agree a protocol for how to quickly agree any necessary internal communications if the board member will be stepping aside temporarily; and
• document who is able to grant access to board members' inboxes in their absence.

Advanced selection of external legal counsel and investigators

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In case it is appropriate to appoint external legal counsel and/or investigators, consideration can already have been given as to which firm(s) would be appointed.

Often, when allegations are made against board members it becomes difficult for the organisation to conduct the investigation internally. This is because very few individuals are sufficiently senior and/or impartial to act as investigator, and even those individuals may feel uncomfortable carrying out such a high-stakes investigation involving senior colleagues. The Association of Corporate Investigators' handbook notes that "the investigations function or persons performing an investigations role must be independent from line management and the subjects of the investigation and free from conflicts of interest". Although there can be workarounds - such as reporting lines into a parent company in another jurisdiction - these are not always feasible or desirable. Moreover, where allegations are particularly serious, engaging an external investigator can assist from an optical perspective, reducing perceptions of bias.

Where the budget for the cost of any professional advice and or external investigator will come from and what steps are needed to onboard them as a supplier

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Logistical details like this can cause lengthy and damaging delay in larger organisations, so agreeing where any costs should come from and who can authorise these upfront can save a lot of time.

Having an immediate response plan in place avoids a knee-jerk reaction and ensures that any initial response is timely and well thought through. It gives organisations the space to consider their approach carefully, ensure it is legally robust, and put themselves in a strong position should issues arise.

Business continuity

Advanced preparation is also key to maintaining business continuity – imagine your CFO is accused of wrongdoing in the critical weeks before a deal or financial year-end and it is quickly evident just how much damage could be done.

With clear emergency succession plans, other board members can step into the shoes of an individual in the event of their unplanned and sudden absence. This requires a detailed understanding of each board member's day-to-day tasks, contractual responsibilities, statutory duties and decision-making authorities.

Key steps organisations can take to prepare

1. Establish a committee

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Organisations may wish to establish a committee responsible for handling serious allegations against board members and ensuring that such matters are investigated fully and impartially.

Set out the committee's remit and duties in a formal document to ensure consistency, transparency and procedural fairness. This document could:

• Define the committee's purpose: to receive, assess and manage serious allegations relating to board members, and make timely decisions to enable a proper investigation.
• Specify the committee's composition: the number of members and the process for their appointment.
• Define conflicts: when a member is conflicted, consequences, and substitution/recusal mechanisms to preserve independence.
• Specify key procedural steps: such as whether to appoint an internal or external investigator, how to agree the investigation scope and terms of reference, and implementation of appropriate confidentiality arrangements.
• Establish reporting mechanisms: how and when updates will be provided to the board, the format of findings, and how recommendations and next steps will be presented for decision.

Organisations should ensure that committee members receive appropriate training on the purpose of the committee and their duties and responsibilities so that they can perform their role effectively.

2. Identify who will support the decision makers

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An organisation's own HR team and usual lawyers (even if external) might not be well placed to advise, investigate and/or support on an investigation against a board member. This is particularly the case if they report into or routinely receive instructions from someone who is at the centre of the allegations. If this is the case, organisations are best positioned if they have already identified who they would ordinarily propose to appoint to the key roles in these circumstances.

3. Prepare a checklist

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With or without a formal committee, organisations can prepare for potential allegations against board members (or other key decision makers) by planning key decisions in advance.

This could be documented in a checklist or flowchart, including guidance on:

• Who should deal with the allegation (considering potential conflicts of interest)?
• What immediate measures should be taken (e.g. data security/confidentiality, who should be informed internally and PR considerations)?
• Who should carry out the investigation?
• What resources are required? (e.g. access to information and/or professional advice)
• Ongoing case management steps.
• How to assess the investigator's report and make recommendations.
• How to communicate the outcome to relevant individuals and the wider business.
• Any follow up actions to consider (e.g. implementing recommendations and updating procedures)?

Our specialist lawyers have extensive experience supporting organisations as they prepare for and undertake investigations of this nature. Please feel free to contact us if you would like to learn more about how we can help you.

Please note, we are planning to publish an article shortly discussing how the changes brought in by the ERA, and other recent changes, are likely to increase the need for organisations to carry out investigations into alleged misconduct.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.