Director Misconduct: Board-Level Investigation
A private equity-backed technology services company suspected its non-executive director of undisclosed conflicts of interest, steering contracts to a competitor in which he held a financial stake, and leaking board-level strategy. An independent governance review had stalled. P300 EEG provided the objective evidence the board needed — and cleared a fellow board member who had been caught in the same suspicion.
Important Use & Limitations Notice
Anonymisation: All names, company identifiers, investor details, and identifying information have been fully anonymised. This case study is presented for educational purposes only.
Governance sensitivity: Board-level investigations involve enhanced confidentiality obligations. The published case study has been reviewed to ensure no identifying detail has been retained.
Evidential use: P300 EEG results in this case were used as supporting evidence in board removal proceedings, investor notification, and subsequent civil proceedings. Not presented as standalone determinative evidence.
Case Background
In early 2025, the chairman of a South East England technology services company — private equity-backed, approximately 120 employees — raised concerns with the lead investor following two consecutive contract award decisions that had generated internal dissent. Both contracts had been awarded to a managed services firm that had not previously been a supplier to the company, at rates above the market quotes obtained from competing tenderers. The non-executive director responsible for overseeing technology procurement, "Jonathan Whitfield" (anonymised), had been the primary advocate for both awards at board level.
A preliminary check by the company's legal advisers identified that the winning supplier — "Nexus Managed Services Ltd" (anonymised) — had a director whose name appeared in publicly available records as a former business partner of Whitfield's from a venture wound down three years earlier. Whitfield had signed the company's annual conflict of interest declaration each year and had declared no relevant interests.
A third concern emerged from the head of technology operations, who reported that a competitor — not Nexus, but a separate firm — had appeared to have detailed foreknowledge of a product roadmap decision that had been discussed exclusively at board level several weeks before the competitor's public announcement of a strikingly similar initiative. The source of the leak was unknown but the timing pointed to someone with board-level access.
A second board member, "Caroline Ashworth" (anonymised), a non-executive director with oversight of strategy and commercial partnerships, had been present at the board meetings where both the contract awards and the product roadmap had been discussed. She was included in the investigation because she could not be ruled out as the source of either the conflict or the leak on the basis of access alone.
Three strands of alleged misconduct
Undisclosed financial relationship with supplier director
Whitfield had a prior business relationship with the director of Nexus Managed Services stretching back to a jointly operated consultancy wound down in 2022. Companies House records confirmed they had been co-directors. The relationship had not been declared on any annual conflict of interest form. Whether Whitfield held a current financial interest in Nexus — through a loan, equity stake, or fee arrangement — was not established documentarily but was strongly suspected by the investigation team.
Influencing contract awards to the conflicted supplier
Two contracts totalling £280,000 had been awarded to Nexus at rates above competing quotes. In both cases Whitfield had presented the recommendation to the board, advocating for Nexus on grounds of "sector familiarity" and "relationship quality." Both decisions had been contested by the CFO during board discussion and passed on the basis of Whitfield's advocacy. The CFO had recorded his dissent in both sets of board minutes.
Leaking board-level product roadmap to a competitor
A competitor had publicly announced a product initiative that closely mirrored a strategic roadmap decision taken at a board meeting seven weeks earlier. The roadmap had been discussed by the board under strict confidentiality. The competitor's announcement used terminology and feature descriptions consistent with having had access to the internal discussion document rather than arriving at the same conclusion independently. The source of the leak was unknown — but only individuals present at the relevant board meeting had access to the document.
Why the independent governance review had stalled
Independent governance review — findings and limitations
- Confirmed the prior relationship between Whitfield and the Nexus director from Companies House records
- Confirmed the conflict of interest declaration forms had not disclosed this relationship
- Could not establish whether a current financial interest existed — no bank records, no share register entry, no documented fee arrangement
- Could not determine whether the contract recommendations had been influenced by the relationship or were genuinely commercially motivated
- Could not identify the source of the product roadmap leak — all board members had equal documentary access
- Concluded: "On the balance of available evidence, a conflict of interest cannot be ruled out. Insufficient evidence to support formal action at this stage."
The lead investor, having reviewed the governance review conclusions, concluded that the company could not continue with Whitfield on the board without either a clean bill of health or objective evidence sufficient to support removal. The board's legal advisers recommended P300 EEG investigation of both Whitfield and Ashworth before any formal action was taken.
Investigation Design
Both subjects were made aware that P300 EEG investigation had been instructed by the board and were given the opportunity to seek legal advice before consenting. Both provided written consent. Whitfield attended with a solicitor present for the pre-session briefing; the solicitor did not attend the session itself. Ashworth attended unaccompanied.
The probe design was built separately for each strand of the investigation. Both subjects received the same probe sets — the results for each were assessed independently against their own neurological baseline.
Probe Set 1 — Current financial relationship with Nexus
Stimuli built around the specific nature and mechanics of the current financial arrangement between Whitfield and the Nexus director — the form of the benefit (equity, loan, ongoing fee), the approximate value, and the mechanism through which it was structured. These details were not publicly available and had not been established by the documentary investigation. Only someone who held this arrangement would produce recognition responses to the specific stimulus details.
Probe Set 2 — Contract steering knowledge
Stimuli built around specific private communications between Whitfield and the Nexus director in the period preceding each contract recommendation — details of discussions that would have occurred if the recommendations were influenced by the relationship rather than made on commercial grounds. Filler stimuli included legitimate commercial discussions that an NED advocating for a supplier on genuine grounds would have had.
Probe Set 3 — Information leak mechanics
Stimuli built around the specific method and timing of the product roadmap disclosure — the form in which the document was transmitted, the specific contact at the competitor who received it, and the timing of the communication relative to the board meeting. These operational details were reconstructed from the competitor's announcement and what was known about Whitfield's contacts in the sector. Filler stimuli included legitimate forms of industry information sharing that a board member might engage in without breaching confidentiality.
Probe Set 4 — Intentionality of non-disclosure
Stimuli built around the specific decision not to disclose the prior relationship on the annual conflict of interest form — the reasoning applied, and the specific knowledge of the form's requirements that would have made the omission a deliberate choice rather than an oversight. A board member who had genuinely forgotten the prior relationship, or who had not understood it to be disclosable, would produce a different neurological profile from one who had knowingly omitted it.
Ashworth — Session 1, morning (Examiner 1)
All four probe sets. 100-minute session including baseline calibration. Ashworth had attended previous board meetings where the matters under investigation were discussed — her probe responses needed careful baseline calibration to distinguish familiarity with events she had legitimately witnessed from recognition of concealed operational knowledge.
Whitfield — Session 2, afternoon (Examiner 1)
All four probe sets. 115-minute session. Whitfield's solicitor had been present for the pre-session briefing and had advised him of his right to decline. He consented and proceeded. The solicitor's presence had no effect on the session — P300 EEG is not sensitive to legal preparation or coached responses.
Results debrief — board chairman and lead investor representative
Results delivered jointly to the company chairman and the lead investor's representative at the close of the afternoon session. Written reports for both subjects delivered the following morning before any board communication was issued.
Results
Caroline Ashworth
Produced no meaningful P300 recognition responses across any of the four probe sets. Her neurological profile distinguished clearly between familiarity with events she had attended as a board member and the concealed operational knowledge the probe stimuli were designed to test for. She held no recognition of the financial arrangement mechanics, the private communications preceding the contract recommendations, the information leak transmission details, or the intentional non-disclosure reasoning. Cleared on the day of testing.
Jonathan Whitfield
Produced statistically significant P300 recognition responses across all four probe sets — probability scores of 94%, 91%, 96%, and 98% respectively. His brain held operational knowledge of the current financial arrangement with the Nexus director, the private communications preceding both contract recommendations, the specific mechanics of the product roadmap transmission, and — most significantly — recognition responses consistent with having knowingly omitted the conflict of interest declaration rather than having overlooked it.
The Ashworth result was as consequential as the Whitfield result
Ashworth was a senior figure whose continued board involvement was materially important to the company's investor relations and governance credibility. A cloud of unresolved suspicion over her position — even without formal action — would have been damaging. The clear result, documented and communicated to the lead investor on the morning after testing, resolved her position definitively and allowed the board to proceed against Whitfield without the ambiguity that a second unresolved suspect would have created.
Her clear result also materially strengthened the case against Whitfield. The investigation had established that both board members with access to the relevant meetings had been tested — and only one had produced deception-indicated results. This significantly narrowed the universe of innocent explanations available to Whitfield in any subsequent proceedings.
The significance of Probe Set 4 — intentionality of non-disclosure
The 98% probability score on Probe Set 4 (intentionality of non-disclosure) was the highest single result across all four probe sets and was described by the examining practitioner as among the most clear-cut results in a board-level investigation context. This probe set addressed the question that the governance review could not answer: whether the failure to declare was an oversight or a deliberate choice. Whitfield's recognition responses were consistent with having considered the declaration requirement, understood the prior relationship to be disclosable, and decided not to disclose it. An oversight does not produce this pattern. A decision does.
Key Investigation Findings
- Whitfield produced deception-indicated results across all four probe sets, with his strongest recognition responses on Probe Set 4 (non-disclosure intentionality, 98%) — confirming that the failure to declare was a deliberate decision rather than an oversight.
- Probe Set 3 (information leak mechanics, 96%) produced recognition responses to the specific transmission method and contact details of the roadmap leak — knowledge that would not be neurologically stored by a board member who had not personally executed the disclosure.
- Ashworth produced clear results across all four probe sets — establishing that her board-level access had not been used for any of the misconduct strands under investigation and that she had no prior knowledge of Whitfield's undisclosed relationship or the leak.
- The combination of Ashworth's clear result and Whitfield's deception-indicated results meant the investigation closed both questions — source of the conflict and source of the leak — simultaneously, in one day.
- Whitfield had attended with legal advice and was fully aware of the investigation's scope. The P300 result was unaffected by his preparation — neurological recognition responses cannot be managed by legal coaching.
Board and Legal Outcomes
Board removal — Articles of Association provisions invoked
The chairman convened an emergency board meeting the day after the written reports were received. The P300 EEG report, alongside the governance review findings, was presented to the board. A resolution removing Whitfield from his position was passed — citing breach of the conflict of interest declaration obligations and conduct incompatible with continued board membership. Whitfield did not attend.
Investor notification and governance report
The lead investor was provided with the full investigation file — governance review, P300 EEG reports for both subjects, and the board resolution. The investor's response confirmed that the investigation had been conducted in a manner consistent with their portfolio governance requirements and that the matter had been handled appropriately.
Civil proceedings — conflict of interest and contract steering
The company's solicitors issued a claim against Whitfield for breach of fiduciary duty arising from the undisclosed conflict of interest and the contract steering. The claim sought recovery of the excess costs on the two contracts — the difference between the Nexus rates and the competing quotes — totalling approximately £62,000, plus the costs of the investigation. The P300 EEG report was included in the particulars of claim.
Confidential settlement — civil claim
The civil claim was settled on confidential terms before any hearing. The settlement included a payment to the company and a non-disclosure obligation. Whitfield's solicitor had requested sight of the P300 EEG report at the outset of settlement negotiations — a request the company's legal team described as indicating that the report's contents had materially influenced the willingness to settle.
Regulatory and professional referrals
The matter was referred to the relevant professional body governing Whitfield's primary advisory practice. The company did not pursue criminal proceedings in respect of the information leak, having taken legal advice that the evidentiary threshold for a criminal referral was not met on the available evidence — but the P300 EEG report was retained as part of the investigation file for any future proceedings.
What This Case Demonstrates
Board-level investigations face the highest seniority problem of all
A non-executive director has spent years building the authority and legitimacy to make exactly the kinds of decisions that constitute misconduct when made for undisclosed personal reasons. Every recommendation Whitfield made at board level was structurally indistinguishable from legitimate advocacy — until the P300 investigation established that his brain held operational knowledge of a financial relationship he had chosen not to declare. Seniority does not insulate against neurological recognition testing. The recognition response fires regardless of how many years of legitimate conduct preceded the misconduct.
Legal preparation does not affect P300 EEG — and board-level subjects typically arrive prepared
Whitfield took legal advice before his session and attended with a solicitor present for the briefing. In any interview-based investigation, legal coaching can significantly influence the quality of responses and the inferences that can be drawn from them. In P300 EEG testing, this preparation is irrelevant. The neurological recognition response fires at 300 milliseconds — before any consciously coached response strategy has time to engage. The result in this case was among the clearest across any of our board-level investigations.
The Probe Set 4 finding — intentionality — is the most governance-significant result
Companies, investors, and governance bodies care about intent as much as outcome. The difference between a director who made a conflicted recommendation through oversight and one who knowingly concealed the conflict is fundamental — to the severity of the breach, to the appropriateness of the response, and to the legal proceedings that follow. Probe Set 4 addressed that distinction directly and produced the clearest single result of the entire investigation. The governance review could not determine intent. P300 EEG documented it.
Facing a Board-Level or Senior Management Investigation?
When a governance review confirms that something is wrong but cannot identify who is responsible, P300 EEG provides the objective individual attribution that allows the board to act with confidence. Initial consultation is free and strictly confidential.