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A threshold removed

Until recently, holding a corporation criminally liable for the conduct of its people required proving that the offence was committed by someone who was, in essence, the company itself. English law called this the directing mind and will doctrine. It was a high bar. For most large and complex organisations, it was largely theoretical. Boards were rarely prosecuted and senior leaders were rarely held personally accountable in criminal terms. The structure of modern corporations made attribution difficult, and prosecutors knew it.
That has now changed. The Economic Crime and Corporate Transparency Act 2023 lowered the threshold for financial crime by introducing the senior manager attribution model. The Crime and Policing Act 2026 has extended that model to all criminal offences.

The question is no longer whether the board knew. It is whether a senior manager, acting within the scope of their actual or apparent authority, committed an offence. If so, the organisation may be criminally liable. The organisation's exposure stems directly from the decision-making environment its leaders created, permitted, or failed to correct.

The sectors most immediately exposed are those already under intense regulatory scrutiny. Financial services, healthcare, energy, insurance, transport, defence and pharmaceuticals face the sharpest scrutiny early on. But the principle is not sector-specific. It applies wherever senior managers hold authority and make decisions. That is, everywhere.

What the data already shows

The enforcement landscape was shifting before the Act arrived. In 2024 and 2025, the Financial Conduct Authority issued penalties exceeding £186 million, a significant increase on prior years. The FCA has simultaneously reduced the volume of lower-impact investigations to focus resources on high-impact enforcement, a pattern that signals intent as much as capacity. The frequency of supervisory action against senior managers has increased considerably, with attestations, skilled person reviews and own initiative requirements all rising. Regulators are not retreating. They are selecting their ground more carefully before advancing.

Against this backdrop, the Serious Fraud Office brought no prosecutions in 2025, and overall enforcement actions across most regulatory categories declined. At first glance, the picture appears contradictory. It is not. What it reflects is a system in transition: enforcement machinery being recalibrated, new powers being embedded, and prosecutorial authorities choosing which cases to run under the new regime rather than clearing a backlog under the old one. The quiet period is unlikely to last.

The gap that makes organisations vulnerable

There is a gap in many organisations between formal accountability structures and the reality of decision-making. On paper, governance is sound. In practice, authority is exercised informally, decisions are made in corridors rather than in committees, and the documentary trail thins precisely when the consequential call is taken.

Research is unambiguous about the broader pattern. Companies with poor governance face almost three times the risk of fraud compared with those in which accountability structures are genuinely embedded. Approximately ten per cent of large publicly traded firms are estimated to commit undetected securities violations in any given year. These are not figures about rogue employees or exceptional failures. They are figures about the ordinary operation of organisations where accountability has become a form rather than a fact.

The Crime and Policing Act does not create that gap. It makes it costly in a new way.

Questions to ask yourself

Not as a legal checklist, but as a serious examination of what a leader actually owns.

• Is it clear, with confidence, where authority sits in this organisation? Not where the organisational chart says it sits, but where it is exercised in practice?
• If a decision made by someone in the senior tier were scrutinised tomorrow, would the reasoning be visible, documented and defensible, or would it exist only in the memory of the person who made it?
• Is the culture one in which people escalate difficult calls, or one in which they absorb them quietly to avoid attention?
• Would the governance environment withstand not only a routine review but also a determined examination by those whose job is to uncover what was missed?

These are not questions for the legal team to answer. They are questions for the leader to carry.

Why this cannot be managed from the inside alone

There is a specific problem that the Act makes harder to resolve internally: the people best placed to identify a governance environment under strain are often those most embedded in it. When authority is blurred, decisions are made informally, and the culture discourages escalation, those closest to it normalise what they see. They have worked within it long enough that it no longer registers as a risk.

An independent accountability partner sees what the organisation has stopped seeing. Not as an auditor or a consultant producing a report, but as a consistent, confidential presence working directly with the senior leader. The function is to help them understand what they own, whether the environment they lead is producing decisions that will hold, and where the gaps are before someone else finds them.

The law has sharpened the stakes. The question is whether the people who carry those stakes are supported in ways commensurate with their responsibilities.