For any company director, being informed that you must attend an interview under caution is one of the most stressful events you are likely to encounter in your professional life.
Even where you believe the allegations are unfounded, the interview is a formal part of a criminal investigation, and your responses may have serious consequences.
This comprehensive guide explains everything a UK company director needs to know—from the process to the legal risks, common mistakes, and strategic considerations.
Why are company directors interviewed under caution
Directors are subject to enhanced scrutiny because they hold positions of responsibility and may be personally liable for regulatory compliance. You may be interviewed under caution due to suspected:
- Health and safety breaches
- Fraud or false accounting
- Money laundering failures
- Environmental offences
- Consumer protection breaches
- Tax irregularities
- Insolvency‑related misconduct
- Bribery Act offences (including “failure to prevent”)
Regulators may have reviewed documents, received whistleblower reports, or conducted inspections before approaching a director.
What an interview under caution is
An interview under caution is a formal, recorded interview conducted under the Police and Criminal Evidence Act 1984 (PACE). Before any questioning begins, the formal caution is given:
“You do not have to say anything, but it may harm your defence if you do not mention when questioned something you later rely on in court. Anything you do say may be given in evidence.”
For directors, this caution is significant because:
- Remaining silent can lead to adverse inferences
- Anything said may bind both you and your company
- Investigators may already possess documents that contradict your recollection
- The interview can materially influence charging decisions
Interviews may be voluntary, following arrest, or (for certain regulators) compelled under statutory powers.
Voluntary interviews versus arrest
Most directors are asked to attend voluntarily. However, a voluntary interview:
- It is still under caution
- Carries the same risks as an arrested interview
- It may become compulsory if you decline (you could be arrested)
- It is often used by regulators who already hold substantial evidence
Do not assume a voluntary invitation means the matter is minor.
What disclosure will you receive
Investigators must explain:
- The general nature of the allegations
- The broad timeframe
- The type of offence being considered
However, they are not required to provide:
- Witness statements
- Forensic reports
- Internal documents
- Inspection notes
- Whistle‑blower complaints
This limited disclosure is why attending without a solicitor is extremely risky — you are responding without full information.
Your rights as a director during an interview under caution
You have several important rights:
Right to legal advice
You may consult a solicitor free of charge, even if you can afford your own. Directors should always be represented by a specialist in regulatory or criminal defence work.
Right to remain silent
You may:
- Answer all questions
- Answer selectively
- Give a “no comment” interview
- Provide a pre‑prepared statement only
Your solicitor will advise which is strategically appropriate.
Right to stop the interview to consult your solicitor
You may speak privately with your solicitor at any point.
Right to a copy of the interview recording
This may be vital later in your defence.
The role of your solicitor
Your solicitor will:
- Obtain pre‑interview disclosure
- Advise whether to answer questions or provide a statement
- Prepare a written statement where appropriate
- Prevent improper questioning
- Protect you from unintentionally incriminating yourself
- Stop the interview if the regulator exceeds its remit
Directors represented by experienced lawyers generally obtain substantially better outcomes.
What happens during the interview
- You arrive with your solicitor.
- Your rights are explained and the caution is read.
- Investigators outline the allegations.
- You may read a pre‑prepared statement.
- Questioning begins (recorded).
- You may be shown documents, emails or regulatory findings.
- Your solicitor may intervene where necessary.
- The interview concludes, and you are either released or notified of the next steps.
Key risks for directors during interviews under caution
Risk 1: Personal criminal liability
Many statutes impose liability on “directors”, “officers” or “those in control”.
Your answers can expose you personally, not just the company.
Risk 2: Inadvertent self‑incrimination
Directors often:
- Guess or speculate
- Try to “be helpful”
- Misremember key details
- Provide explanations inconsistent with documents
Anything recorded can be used as evidence.
Risk 3: Creating liability for the company
Statements made by directors can be attributed to the company itself.
Risk 4: Triggering wider investigations
Your answers may lead to further scrutiny of:
- Employees
- Departments
- Corporate systems
- Financial activities
- Health and safety procedures
Risk 5: Adverse inferences
If you later raise a defence not mentioned during the interview, the court may infer guilt unless you had a good reason to remain silent.
Common mistakes directors make
- Attending without a solicitor
- Speaking too freely in an attempt to “clear things up”
- Speculating or guessing
- Trying to protect the company at their own expense
- Assuming a voluntary interview is informal
- Attempting to explain processes they cannot recall precisely
Directors often underestimate how much investigators already know.
Strategies directors should adopt before the interview
To protect yourself:
- Instruct an experienced solicitor immediately
- Do not discuss the matter with colleagues
- Do not amend or delete any documents (this can be an offence)
- Let your solicitor request and manage all evidence
- Consider a prepared statement
- Understand the legal landscape and your potential exposure
- Clarify with your solicitor whether to answer or remain silent
Preparation is the single best predictor of a safe outcome.
What happens after the interview
The regulator or police may:
- Take no further action
- Issue a simple or conditional caution
- Provide regulatory warnings/notices
- Conduct further interviews
- Charge you or the company
- Begin director disqualification proceedings
- Launch ancillary actions such as freezing orders or confiscation
- Refer the matter to another regulator
Your conduct during the interview significantly affects the route taken.
Conclusion: protecting yourself and your company
For company directors, an interview under caution is a serious legal event that can have major personal and corporate consequences. With the right legal support, strategic preparation and a clear understanding of your rights, you can navigate the process safely and avoid incriminating yourself.
If you are a director who has been invited to attend an interview under caution, obtaining specialist legal advice immediately is essential.