This article follows a recent joint event hosted by Russam and Marsh, bringing together senior legal, restructuring and insurance experts to explore board-level risk in interim leadership and directorship.

Interim leadership roles at director level and above are often deployed in complex, high-pressure turnaround situations where speed, judgement, and accountability are critical.

However, as highlighted during the discussion, interim leaders must also be highly aware of personal and organisational governance risks that can extend well beyond the duration of their appointment.

As Russam Managing Director Ian Joseph noted, there are several core principles that every director and interim leader should be mindful of:

• The importance of accurate and complete board minutes, and of checking how your own contributions are recorded
• Keeping a personal record of key emails and decisions where issues may later be scrutinised
• Not assuming that regulatory or enforcement action is limited to large or high-profile cases
• Ensuring that appropriate Directors’ & Officers’ insurance is in place, and that the wording and limits genuinely meet your needs

Russam Managing Director Jason Atkinson also added:

“Directors and interim leaders are operating in an environment where governance, accountability, and documentation are more important than ever.”

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The importance of accurate board minutes and governance records

A key theme from the discussion was the critical importance of accurate, complete and properly maintained board minutes.

It is not enough for meetings to take place, how decisions are recorded can have significant long-term implications.

Key governance expectations highlighted included:

• Ensuring meetings are properly and accurately minuted
• Reviewing how your own contributions are recorded
• Challenging inaccuracies or omissions in formal records where necessary

Poor or incomplete minutes can become a serious issue if decisions are later scrutinised, particularly in distressed or turnaround environments.

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Protecting yourself through personal records

Speakers also emphasised the importance of maintaining a personal record of key decisions and communications.

In fast-moving interim roles, reliance on organisational records alone may not always provide sufficient protection if issues arise later.

Practical approaches discussed included:

• Keeping copies of key emails relating to significant decisions
• Maintaining a personal record or “daybook” of key actions and reflections
• Ensuring involvement in critical decisions is clearly documented

These simple disciplines can provide important clarity in the event of future scrutiny.

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Regulatory risk is broader than many assume

Another key insight was the misconception that regulatory or enforcement action is limited to large or high-profile organisations.

In reality, regulators are increasingly outcome-driven and may pursue cases wherever governance concerns arise, including within SMEs and less high-profile organisations.

This reinforces the importance of consistent governance discipline, regardless of organisation size or sector.

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The critical role of Directors’ & Officers’ insurance (D&O)

Insurance protection was a central theme of the discussion, particularly for interim leaders operating in turnaround or restructuring environments.

Key points included:

• Ensuring Directors’ & Officers’ insurance is in place before taking on a role
• Reviewing policy wording and exclusions carefully
• Confirming that cover limits are appropriate for the level of responsibility
• Understanding that insurance must be active at the time a claim is made, not simply when an incident occurred

As highlighted during the session, D&O insurance is a critical safeguard, but only if it is properly structured and appropriate for the role being undertaken.

Marsh also noted that policy reviews can often be undertaken to help ensure directors and interim leaders are adequately protected.

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Interim leadership: high impact, high responsibility

Reflecting on the discussion, Rhyse Ayres, Chief Growth Officer at Russam, highlighted the realities of interim leadership at senior level:

“Interim roles at Director level and beyond are serious business. Turnaround projects come with personal risk, and without proper records or governance discipline, interims can be exposed in ways many do not anticipate.”

He added that while such risks may be relatively uncommon, they underline why governance awareness, documentation and insurance protection are essential.

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Conclusion: governance discipline is part of leadership impact

The event reinforced a clear message: interim leadership is not only about delivering transformation and results, it is also about protecting decision-making integrity through strong governance practices.

From accurate minute-taking and personal record-keeping to appropriate insurance cover, these disciplines are now essential components of senior leadership responsibility.

In increasingly complex and scrutinised environments, governance is not an administrative task, it is a fundamental part of effective leadership.

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