The unitary board: Fact or fiction?

Abstract

A recent consultation process in the UK produced strong support for the concept of the unitary board. Many respondents in this process connected the concept of the unitary board with the principle that all directors should have the same legal responsibilities or duties. This article explores the legal responsibilities of UK executive and non-executive directors and in doing so exposes the gap between the concept of the unitary board and the messy reality of the courts’ treatments of specific non-executive scenarios. It also identifies a change in the language used to describe UK boards. Previously the unitary board, comprising executive and non-executive directors, had been described as a team. The most recent rhetoric is of a “partnership” between the executive and non-executive directors. This shift could signal the end of the unitary board.