The Silent Seat: Governing a Director Who Has Stopped Showing Up

The director remains on the register at Companies House. Their name still appears on the bank mandate. They have not attended a board meeting since the spring, and no resignation letter has arrived. For the chair, this is not a vacancy; it is an ambiguity. That ambiguity is a governance risk.

A disengaged director is not simply a missing colleague. They are an appointed office-holder with continuing statutory duties, potential conflicts and possible liability. The board cannot assume that silence equals resignation, nor can it allow decisions to accumulate around an empty seat without a documented position. Boards reviewing the issue in 2026 should treat it as a matter of evidence, authority and process.

Absence is not resignation

Under the Companies Act 2006 and the company's articles, a director remains in office until a recognised event occurs: resignation in accordance with the articles, removal by the shareholders, disqualification, death, bankruptcy or another event specified in the articles. Non-attendance alone does not ordinarily terminate an appointment.

Many model articles contain a deemed-vacation provision for prolonged absence, but such clauses are not usually self-executing. They often require a specified period, an absence without the permission of the directors, and a board resolution that the office be vacated. A board that simply stops inviting a director, or that treats six months of silence as automatic termination, may later find that the appointment continued throughout.

The first task is therefore to read the articles and the register of directors, not to rely on memory or habit. If the articles contain a deemed-vacation clause, the board should establish whether its conditions have actually been met. If they have not, the clause cannot be used as a retrospective label for an outcome the board has already assumed.

Build an absence file before drawing conclusions

The board should be able to demonstrate a consistent and proportionate record. Minutes should note meeting dates, invitations sent, apologies received, explanations offered and whether any leave was granted. Correspondence should be retained in a controlled file, with personal or health information separated where appropriate.

That record serves several purposes. It supports the validity of decisions taken without the absent director. It protects the company if the director later claims they were excluded. It also allows the board to distinguish between a director who is unavailable through illness, one who has lost interest, and one who may be avoiding a conflict. Those are different governance problems and may require different responses.

Language matters. Minutes should record facts rather than characterisations. A note that a director was absent and did not respond to three written invitations is more useful than a note describing them as disengaged. The latter may be true, but it is a conclusion the board may later have to defend.

Authority, quorum and the validity of decisions

If the absent director is not participating, the board must confirm that it still has a quorum for each meeting and that the articles permit decisions to be taken by the directors who remain. Where a decision requires a particular director's vote, approval or declaration, the board should not proceed on the assumption that silence is consent.

Delegated authorities need similar review. An absent director may still hold a signing mandate, a committee seat or an approval threshold. Those arrangements should be suspended or reassigned through a properly minuted process, not left to drift. The same applies to bank mandates, regulatory filings and any power of attorney. An empty seat should not become an uncontrolled authority.

Written resolutions deserve particular care. If the articles or statute require unanimity or a specified majority, an unresponsive director may prevent a valid decision. The board should take advice before using a procedure that depends on participation the director is not providing.

Duties do not pause

A director who stops attending does not stop owing duties under sections 171 to 177 of the Companies Act 2006. The duties to act within powers, promote the success of the company, exercise independent judgment and avoid conflicts continue. So does the duty to declare interests in proposed transactions.

In practice, an absent director may be liable for decisions they did not attend, particularly if they remained in office and failed to take reasonable steps to inform themselves. Conversely, the board should consider whether an absent director's known conflicts, or newly arising conflicts, require declarations or recusal. If the director is unresponsive, the board should document the inquiries made and take independent advice where the conflict is material.

Directors' and officers' insurance and any indemnity arrangements should be checked before a dispute crystallises. Some policies or indemnities contain conditions about active participation or notification. The board should not assume cover continues on the same terms simply because the director remains on the register.

Choosing the route: leave, removal or resignation

There are three broad routes, and they should be chosen deliberately.

A formal leave of absence can be appropriate where the director is temporarily unavailable, for example through illness or a family emergency. The board should set a review date, define what decisions the director will not take, and record whether the leave is intended to preserve the appointment. If the articles contain a deemed-vacation clause, the board may need to grant permission for the absence to prevent it from operating. Indefinite leave is rarely satisfactory; it creates the appearance of a decision without the discipline of one.

Removal under section 168 of the Companies Act 2006 is available to shareholders by ordinary resolution, subject to the statutory notice requirements and any contractual provisions. It is a shareholder decision, not a board one, and it can carry reputational and relationship consequences. Before pursuing it, the board should check the articles, any shareholders' agreement, service contract or appointment letter, and the notice periods involved.

A clean resignation is often the least disruptive outcome. The director should resign by notice in accordance with the articles, with an agreed effective date and a clear statement of any outstanding matters. The company should then update the register of directors, file the necessary Companies House notification and revise internal authorities. If a replacement is appointed, the corresponding appointment filing should follow.

A short board protocol

For boards facing this issue now, a disciplined sequence is more useful than a single dramatic decision. Confirm the articles and the current register. Establish the factual record of absence and attempted contact. Assess whether any health, capacity or welfare issue requires a different approach. Minute interim arrangements for quorum, delegated authority and information flows. Set a review date. Take legal advice before relying on a deemed-vacation clause or pursuing removal. Communicate with shareholders only when the process and the message are clear. Finally, update the statutory register and Companies House record so that the public position matches the internal one.

The silent seat is not a neutral gap in the boardroom. It is an unresolved appointment. Boards that document it, test it and conclude it properly will be better placed to defend their decisions and to preserve the credibility of their governance.

This note is a governance commentary, not legal advice. Companies should take advice on their articles, contracts and statutory position before acting.