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.

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.

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.

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.

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.

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)?