In the following guest post, Glenn Oborne, Director at Ingen Partners, a specialist governance recruitment and consultancy firm, argues that the greatest risk of a prolonged governance vacancy is not disruption of board administration, but the loss of continuity, oversight, and accountability that connects director questions, management commitments, and emerging warning signs across time. Even when meetings, reports, and compliance processes continue smoothly, fragmented responsibility can make it harder for boards to identify developing issues, demonstrate effective oversight, and defend their decision-making if later scrutinized by regulators or shareholders. Our thanks to Glenn for allowing us to publish his article on our site. Here is Glenn’s article.
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When a senior governance role becomes vacant, the immediate response is usually practical. Meetings still have to take place, papers still need to be circulated, minutes must be produced, and regulatory deadlines do not move simply because someone has left.
Those duties are visible, so they are usually reassigned quickly. A lawyer, deputy company secretary, compliance officer, or external adviser may keep the formal process moving while the company recruits a permanent replacement.
This article argues that the less obvious risk lies beyond the board calendar. A prolonged vacancy can fragment responsibility for connecting earlier concerns, unanswered questions, management commitments, and recurring warning signs. The formal process may continue to look orderly while the company’s ability to demonstrate effective board oversight gradually weakens.
A vacancy does not create director liability, and temporary coverage can work perfectly well. The issue is whether the interim arrangement preserves not only the administration of governance, but also the continuity, authority, and follow-through that allow directors to understand emerging problems and show how they responded.
The work that is easiest to lose
The practical duties of a company secretary or senior governance professional are relatively easy to identify. Board calendars, agendas, papers, minutes, filings, and approvals all have owners and deadlines.
The less formal work is harder to transfer.
An experienced governance professional may remember that an issue raised in an audit committee paper relates to a concern discussed by the board several months earlier. They may notice that management agreed to provide further evidence, but the matter has disappeared from the agenda. They may recognize that an action marked complete has dealt with the immediate task but not the wider concern that led directors to raise it.
This is more than institutional memory. It is the continuing work of connecting issues across meetings, committees, functions, and changes in personnel.
That work does not always appear in a job description or handover document. It often depends on experience, judgment, and a clear understanding of what directors were trying to establish when they asked a particular question.
If responsibility for it is not reassigned deliberately, information can still reach the board while its significance becomes less clear.
How concerns become disconnected
Serious oversight problems do not usually arrive in one unmistakable report.
The warning signs may be spread across several sources. Internal audit identifies a control weakness. Compliance reports a recurring exception. An employee raises a concern. A committee asks for more information. Management provides an answer that deals with part of the issue but leaves other questions open.
Viewed separately, each development may seem manageable. Its importance becomes clearer when someone recognizes the pattern.
During a prolonged governance vacancy, that pattern can be harder to maintain. Different parts of the issue may be allocated to different functions. Legal manages the board meeting, compliance owns the underlying concern, risk maintains the rating, and internal audit follows the remediation.
There is nothing inherently wrong with that division of work. The difficulty comes when nobody has clear responsibility for asking whether the board has received a complete account of the issue and whether its questions have actually been answered.
Each function may complete its own task while the wider concern remains unresolved.
An orderly process can give false comfort
Interim arrangements are often judged by whether the board calendar has continued without disruption.
That is understandable. Missed meetings, late papers, poor minutes, or overdue filings are obvious signs that an arrangement is struggling.
The absence of those problems does not necessarily show that oversight continuity has been preserved.
A board pack may be issued on time but omit the history behind a recurring issue. Minutes may record a discussion accurately while earlier requests for information are no longer being tracked. An action log may show progress even though essentially the same concern has returned under a different heading.
The result can be a record that looks orderly. Meetings took place. Reports were presented. Actions were assigned and later closed.
What may be less clear is whether directors received enough information to understand the developing pattern, whether their challenge was properly answered, and whether the underlying issue was resolved rather than administratively completed.
This does not imply concealment or bad faith. More often, the reporting process has simply lost context.
Why the record matters later
After a serious corporate failure, the board’s response may be examined with the benefit of hindsight.
In Delaware, stockholders may use Section 220 of the Delaware General Corporation Law to seek corporate books and records for a proper purpose, including investigating possible wrongdoing. Depending on the circumstances and the adequacy of the formal record, relevant materials can extend beyond minutes and board papers.
Oversight claims under Caremark remain exceptionally difficult to plead and prove. Delaware law does not impose liability simply because a company experienced a serious problem, a handover was poor, or a governance role remained vacant. A claimant generally must plead facts supporting an inference that directors failed to make a good-faith effort to establish a reporting system or consciously ignored red flags generated by such a system.
A fragmented record does not establish either form of failure. It can, however, make it harder to reconstruct what happened and demonstrate how the board responded.
The issue may have been resolved outside the meeting. Management may have answered a director’s question in correspondence. Another committee may have considered the same concern under a different heading.
If those connections were never recorded or cannot later be traced, the company may struggle to present a coherent account of its oversight process.
The vacancy has not caused the underlying corporate problem. It may simply have made the response harder to follow and defend.
Capacity is not the only issue
Temporary cover is often provided by capable and experienced people. The weakness may not be technical ability or available time.
A lawyer or deputy covering the role can prepare the papers, organize the meeting, and produce an accurate minute. They may not have the same relationship with the chair, committee chairs, directors, or senior executives as the permanent governance lead.
That can matter when an executive response is incomplete, an action needs to return to the agenda, or a concern should be escalated from management to the board.
Governance professionals build influence over time. They learn when a board request has been answered only superficially, when an apparently closed matter still troubles a committee chair, and when an issue sitting across several functions needs one person to bring it together.
A handover can transfer information. It cannot always transfer standing or influence.
Boards reviewing an interim arrangement should therefore ask not only whether the work is being completed, but whether the person covering the role has the access and authority needed to challenge, escalate, and follow through.
The risk grows when temporary becomes normal
A short vacancy may cause little difficulty. Experienced colleagues can often preserve both the formal process and the necessary context until a replacement arrives.
The position changes as the vacancy continues.
Unresolved issues accumulate. Directors and executives move on. The people providing cover become further removed from the decisions that created the current position. What began as a temporary allocation of duties gradually becomes the normal way of working.
Because meetings are still taking place, the arrangement may no longer feel urgent.
That is when the board should revisit it.
The relevant question is not whether the company can continue operating without filling the role. It is whether the current allocation of responsibilities still gives the board reliable support around information flow, escalation, follow-up, and record keeping.
Those functions can be divided between several people. They simply need clear ownership.
A practical review
Where a governance vacancy has continued longer than expected, boards may find it useful to ask:
- Who tracks questions and requests made by directors from one meeting to the next?
- Who decides when an operational issue requires board-level escalation?
- Does the person covering the role have enough authority to challenge incomplete reporting?
- Can the company explain why significant actions were closed and what evidence supported closure?
- Who could reconstruct what the board knew, when it knew it, and what happened next?
- Has the interim arrangement been reviewed since it was introduced?
The answers may show that the arrangement remains entirely adequate. They may also reveal that important responsibilities have become dispersed without anyone consciously deciding that they should be.
Preserving the thread
The company secretary’s contribution to oversight is easy to associate with papers, meetings, and minutes. Its deeper value often lies in preserving the connection between them.
That connection links an early warning to a later report, a director’s question to management’s answer, and an agreed action to evidence that the underlying concern was addressed.
A prolonged vacancy can weaken that continuity before there is any obvious failure in the board process.
The question for directors is therefore not simply whether meetings are still running. It is whether the company can still show a coherent process through which important information reached the board, was understood, challenged, and followed through.
A governance vacancy does not create an oversight failure. But if ownership becomes fragmented, it can make an emerging problem harder to recognize and the board’s response harder to establish after the event.
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Glenn Oborne is a director at Ingen Partners, a specialist governance recruitment and consultancy firm supporting listed, regulated and growing organisations.