The proposed introduction of the “senior manager” test in the Crime and Policing Bill aims to facilitate the prosecution of corporates, particularly large organisations, for criminal offences beyond economic crimes committed by senior managers.

Published: 28 November 2025
Author: Rubina Zaidi

What matters

The Crime and Policing Bill proposes the introduction of a “senior manager” test to make it easier to prosecute corporations, particularly large organisations, for criminal offences committed by senior managers. This change will more readily facilitate the prosecution of corporates for criminal offences beyond economic crimes, where existing legislation already provides an easier route to successful corporate prosecution.

Recent legislative developments, including the introduction of the offence of “failing to prevent” (“FTP”) in relation to economic crimes such as facilitating the evasion of tax and bribery, have significantly expanded the scope of corporate liability in the UK. The “senior manager” test in the Crime and Policing Bill (“the Bill”), currently at the Committee Stage in the House of Lords, marks a further shift towards facilitating the more ready prosecution of corporates, particularly large organisations, for criminal offences beyond already provided for economic crimes. This article explores the implications of these changes, highlighting the key points for corporates to consider and act upon should the Bill be passed.

What matters next

Organisations must now consider their preparations for a likely legal landscape in which liability can arise not only from direct corporate fault and/or from wrongdoing by directors or those with a “directing mind”, but also from the actions of senior managers acting within their authority.

The “senior manager” test, as currently set out in the Bill, means that companies may be held criminally liable for offences committed by senior managers, regardless of whether it was intended that the organisation benefited from the wrongdoing. Further, in contrast with the FTP offences, a company charged with a criminal offence based on the senior manager test has no defence on the basis that it had reasonable / adequate procedures in place, and, unlike many strict liability offences, which do not require criminal intent to be established, no due diligence or reasonable practicability defence will be available.

Organisations should therefore consider now the practical steps they might wish to take in order to prepare for the anticipated passing of the Bill and to mitigate their exposure in this new landscape of potential corporate liability:

1. review the scope of the new legislation and assess which roles within their structure have the potential to be considered “senior managers”.
2. having identified their potential senior managers, engage with them to clarify their responsibilities and the potential consequences of misconduct.
3. provide targeted training for senior managers on the implications of the new liability regime and consider refreshing/updating training on areas of key risk for those managers.
4. conduct regular risk assessments to identify key areas of risk for the business and potential vulnerabilities in governance and oversight.
5. review and update internal policies and procedures on areas of key risk to ensure robust oversight and accountability at all levels.
6. establish well-defined reporting lines and (confidential) escalation procedures for suspected wrongdoing.
7. document reasonable/ adequate procedures and controls including in relation to exercising due diligence, even where no statutory defence is available, to evidence a proactive approach to compliance.

The senior manager test: A new standard for non-economic corporate crime

The senior manager test represents a departure from the traditional “directing mind” principle, which required proof that the actions, intent, decision making or obvious neglect of a director or equivalent had clearly led to the commission of a criminal offence by the corporation. The new approach reflects concerns over the difficulty of identifying those with a “directing mind” particularly in large organisations with complex structures.

Under the proposed new regime, criminal liability will attach to an organisation if a senior manager commits an offence within the actual or apparent scope of their authority, even without intent to benefit the organisation and despite the organisation having reasonable/ adequate procedures in place and/ or having exercised due diligence.

While no guidance has yet been published on the senior manager test or on who is a senior manager for the purposes of the test, a senior manager is defined in the Bill as an individual with a significant decision-making role in a (substantial part) of the organisation or who is involved in managing or organising a (substantial part) of the business.

The test therefore involves considering the individual’s role and responsibility, including their managerial influence and decision-making authority, not simply considering their formal title, seniority or remuneration. Senior managers can include heads of major units within the business, regional directors/ managers, or senior functional leads (e.g., finance, operations) who control substantial parts of the business.

Expansion of corporate liability

The proposed expansion of corporate liability by the senior manager test in the Bill goes beyond economic crimes (such as introduced by the Economic Crime and Corporate Transparency Act 2023) to all criminal offences. Under the Bill, if a senior manager, acting within the actual or apparent scope of their authority, commits an offence, the organisation will also be guilty of that offence.

If the Bill passes, organisations face being criminally liable if a senior manager breaches, for example, environmental, data protection and/or health and safety legislation and, possibly, it has been speculated, even for offences unrelated to the operation of the business. Organisations must therefore implement effective systems to prevent both inadvertent harm (such as pollution or safety breaches) and deliberate or reckless wrongdoing by individuals acting on their behalf, particularly those in the senior manager category.

Comment

This proposed new regime marks a significant evolution in UK law and places a premium on organisational culture, leadership, and good governance. While the aim of the Bill is to deter wrongdoing and the perceived unfairness of the current system which appears to favour large, complex organisations, there is a risk that liability may be imposed in circumstances where an organisation has acted entirely reasonably and in good faith. The absence of a statutory defence underscores the importance of proactive risk management, ongoing review of internal controls and effective collaboration between leadership, compliance teams, supported, where required, by external advisers.

Add finally…

We will provide updates regarding key changes, if any, to the reforms to corporate liability currently proposed in the Bill as it passes through Parliament into law.