Empty Desks, Live Obligations: Board Assurance Over Delegated Authority at the 2026 Shutdown

Introduction

The final board meeting of 2026 is often dominated by budget, forecasts and festive logistics. Yet one item deserves a fixed slot: the authority to act when the usual people are not at their desks. Delegated authority is easy to approve in July and easy to overlook in December. Between Christmas Eve and the first working week of January, a company can still incur liabilities, run payroll, respond to a regulator, sign a settlement or approve an urgent payment. If the person who normally signs is away — or simply not answering — the governance system is tested in a way the policy document never anticipated.

The 'empty chair' is not a metaphor for succession. It is the chair of the finance director, the Head of HR, the general counsel, the operations manager and the bank mandate signatory. Boards should not wait for an incident to find out who occupies it.

Why delegated authority drifts

Schemes of delegation are written for normal operations. They assume a named director is available, that dual authorisation means two people in the building, and that escalation means a phone call to a known number. Holiday periods break those assumptions. Approval thresholds set for a full team can become bottlenecks when only one approver remains. Temporary cover is often arranged informally — a diary note, a verbal instruction to speak to a colleague — and never reflected in bank mandates, system roles or board minutes. The result is a gap between what the policy says and what the organisation can actually do.

Under the UK Corporate Governance Code, boards are responsible for a framework of prudent and effective controls. Delegation is part of that framework, not an escape from it. The board does not need to approve every payment in December, but it should be satisfied that authority is clear, documented and exercisable.

The 180-minute board exercise

Set aside three hours. Ask for evidence in advance: the scheme of delegation, bank mandate, payment approver list, system access report, holiday cover rota and escalation contacts. The exercise should be practical, not presentational.

0–30 minutes: Map the actual authority matrix

Start with the decisions that cannot wait until January. These typically include payroll and Bacs runs, HMRC payments, urgent supplier settlements, customer refunds, contract signatures, regulatory notifications, health and safety incidents, data breaches, employment grievances and safeguarding matters. For each, ask: who can decide, who can sign, who can release funds, and who can stop the process? Compare the answer with the written scheme. Note where practice depends on a single individual.

30–70 minutes: Test the empty chair

For each critical action, name the primary holder, the deputy and the deputy’s deputy. Then test the chain. Is the deputy authorised by the bank? Do they have the system role? Are they on the insurer’s notification list? Can they access the legal document repository? A deputy who is named in a policy but not enabled in the banking platform is not a deputy. Boards should ask for a screenshot or system report, not a reassurance.

70–110 minutes: Walk through holiday cover by function

Finance: confirm payment run dates, cut-off times and who can approve manually if the primary approver is away. Check dual authorisation requirements and whether both parties are available. HR: confirm who can approve emergency hires, settle grievances, handle safeguarding concerns and authorise payroll changes. Legal: confirm who can sign contracts, engage external counsel and accept service of legal proceedings. Operations: confirm who can commit to supplier spend, authorise overtime and respond to a site incident.

110–140 minutes: Find the bottlenecks

Bottlenecks rarely appear in policy. They appear when a £25,000 payment needs two directors and only one is in the country, or when a contract needs board approval but the board does not meet until 12 January. List the five decisions most likely to jam. For each, decide whether to adjust the threshold temporarily, delegate to a named committee, or accept a delay. Record the decision and the reason.

140–170 minutes: Remediate, with formality

Temporary cover should be documented. That may mean a board resolution, an update to the scheme of delegation, a bank mandate amendment, a system role change or a written instruction to staff. Do not rely on an email chain that only three people will read. The company secretary should hold the record. If the change affects reserved matters or fiduciary duties, take advice.

170–180 minutes: Confirm owners and dates

Close with a short action list: who will update the mandate, who will test the escalation number, who will brief the cover team and when the board will receive confirmation. A follow-up item for the January board meeting is essential. The exercise is not complete until the evidence is in.

What good looks like

Good practice is unglamorous. The authority matrix is current. Deputies are enabled, not just named. Escalation contacts are tested, not assumed. The board knows which decisions will wait and which cannot. There is a single record of temporary changes. And the January board pack includes a short assurance note confirming that cover worked — or describing what failed.

The empty chair test is not a test of the chair. It is a test of the system around it. Before the 2026 shutdown, boards have time to find the gaps while the office is still full.