When governance vacancies become compliance risks

By Glenn Oborne

A vacant governance role does not usually look like a compliance problem.

Meetings continue. Papers go out. Filings are made. Someone takes the minutes, someone else follows up the actions, and legal or compliance colleagues cover anything urgent. On the surface, the organization may appear to be coping well.

The difficulty is that the visible work can continue while responsibility for the wider governance system becomes fragmented.

Compliance depends on more than policies, training, and reporting lines. It also depends on concerns reaching the right people, decisions being recorded properly, and agreed actions being carried through. A strong governance function helps join those things together. When senior governance capability is missing, those links can weaken long before there is an obvious breach.

Temporary cover can conceal wider gaps

Short-term cover is often sensible. A deputy company secretary, lawyer, compliance officer, or executive support colleague may be able to keep the essential work moving while a permanent appointment is made.

The risk grows when that arrangement lasts longer than expected.

Responsibilities are usually divided according to immediate need. One person manages the board calendar, another handles regulatory filings, while committee support is shared across several teams. Each task may have an owner, but no one necessarily has a clear view of the decisions, obligations, and risks moving between them.

That can create false reassurance. Because deadlines are being met, the arrangement is assumed to be working. Yet compliance failures do not always begin with a missed filing. They can begin with a decision that was poorly recorded, a concern that was not escalated, or an action that moved between teams without a clear owner.

The real risk sits between functions

Governance and compliance are different disciplines, but they rely heavily on one another.

Compliance teams identify obligations, advise the business, and monitor whether standards are being met. Governance professionals help ensure that important matters reach the right committee or the board, that decisions follow the proper process, and that agreed actions remain visible.

During a governance vacancy, the problem is not always that either function stops doing its job. More often, the handovers between them become less reliable.

Who decides whether a compliance issue should go to the board? Who makes sure directors receive enough context to understand it? Who records the decision and tracks what happens next? Who notices when the same concern appears in more than one committee? Who challenges the assumption that an issue has been resolved?

Those questions are easy to answer when responsibilities are clear. They become much harder when several people are covering parts of the same role.

The U.S. Department of Justice’s guidance on evaluating corporate compliance programs asks whether compliance functions have sufficient authority, autonomy, and resources, and whether misconduct is investigated and remediated properly. Those questions are aimed at compliance programs, but they also show why unclear ownership and weak follow-through matter.

Information can reach the board and still fall short

A board may continue receiving compliance reports throughout a governance vacancy. That does not mean it is receiving what it needs.

A report can be accurate but badly timed. It can be too narrow, lack context, or fail to connect with earlier discussions. A committee may receive an update without being reminded of a previous commitment. Directors may see a series of isolated incidents without recognizing the wider pattern. An action may be marked complete because a paper was delivered, rather than because the underlying risk was dealt with.

Experienced governance support provides continuity between meetings. It helps the board see the relationship between decisions, actions and emerging risks.

The U.K. Corporate Governance Code requires boards to monitor their risk management and internal control framework, including material compliance controls, and to review whether those arrangements remain effective. That becomes harder when information and accountability are spread across several temporary owners.

Covering tasks is not the same as preserving authority

One of the easiest mistakes is to judge an interim arrangement by whether every task has been allocated.

Task coverage matters, but so does authority.

A temporary postholder may be able to prepare papers, maintain records, and keep meetings on track. They may not have the seniority to challenge an executive, question the quality of a board submission, or insist that an unresolved compliance issue returns to the agenda.

That leaves the organization with a process that appears to function, but with less challenge and weaker oversight.

Boards and senior leaders should therefore ask whether temporary arrangements provide enough authority as well as enough capacity. Someone must be able to look across legal, compliance, risk, and governance responsibilities and say when ownership is unclear or an issue has not been properly resolved.

What boards should ask during a vacancy

A governance vacancy does not have to become a compliance risk. It is usually manageable when continuity is treated as more than an administrative exercise.

Boards should ask:

• Which regulatory and compliance responsibilities depended on the previous role?
• Who now owns escalation to committees and the board?
• Who tracks actions across meetings and functions?
• Does the temporary postholder have enough authority to challenge senior colleagues?
• What knowledge left with the previous postholder?
• How often will the interim arrangement be reviewed?
• At what point does temporary cover stop being adequate?

The answers may show that the organization has suitable cover. They may also reveal gaps hidden by the fact that routine work has continued.

A governance vacancy is not a compliance failure in itself. But when accountability, escalation, and follow-through are split across several people, the chance of failure rises. The answer is not simply to divide up the workload. It is to preserve clear ownership of the governance system until permanent capability is restored.

About the author

Glenn Oborne is a director at Ingen Partners, a specialist company secretarial and governance recruitment and consultancy firm. He works with organizations on permanent and interim governance appointments, helping them identify professionals with the judgment, authority, and experience needed to support effective boards and strong regulatory oversight.