Chair Recruitment Timelines at FCA-Regulated Firms: A Study

Chair Recruitment Timelines at FCA-Regulated Firms: A Study

Chair recruitment at FCA-regulated firms takes longer than at non-regulated equivalents. The combination of the search process, the candidate’s notice period, the Form A approval timeline, and the depth of board engagement required typically pushes Chair appointments to nine to fifteen months from board decision to Chair-in-role. This study sets out the typical phases of an SMF9 Chair appointment, the time required at each phase, and the variables that determine where in the range a specific appointment lands.

The data presented draws on Exec Capital’s mandate observations and on publicly available regulatory timelines. Individual appointments vary; the figures are typical ranges rather than precise points.

The Phases of a Chair Appointment

An SMF9 Chair appointment at an FCA-regulated firm typically runs through six distinct phases. Each phase has its own timeline, and the total appointment timeline is the sum of the phases plus the overlaps and dependencies between them.

Phase 1: Board Decision and Brief (2–4 weeks)

The board agrees to commence a Chair search. Decisions made at this phase include the brief itself, the search budget, the search firm selection, and the engagement of any external advisers. At regulated firms the board typically also briefs the lead regulatory supervisor on the planned appointment, particularly at larger firms where the regulator is actively engaged in board composition.

Phase 2: Brief Construction and Search Firm Appointment (2–3 weeks)

The board commissions the search firm and finalises the brief. The brief at SMF9 level typically covers the Statement of Responsibility scope, the firm’s current strategic context, the existing CEO working style, the board’s recent dynamics, and the type of Chair-CEO partnership the firm is looking to build. The brief is more detailed than at non-regulated Chair appointments because the candidate needs to evaluate the regulatory dimension explicitly.

Phase 3: Candidate Identification and Initial Engagement (4–6 weeks)

The search firm identifies candidates against the brief. At SMF9 level the candidate pool is narrow — typically experienced regulated FS senior executives moving to NED careers, established FTSE 350 board chairs with prior regulated FS exposure, or senior public sector leaders transitioning into private sector governance. Initial engagement with candidates is typically through one-to-one meetings with the search firm before any formal interview process begins.

Phase 4: Interview Process (4–6 weeks)

The board interviews shortlisted candidates. At Chair level the interview process typically involves multiple sessions with different board members, sometimes including the CEO, the Senior Independent Director, the lead audit committee chair, and key shareholders. The process is more involved than at C-suite level because the Chair is the board’s leader and the board needs to assess fit with each member of the existing board.

Phase 5: Offer, Reference Checking, and Regulator Notification (2–4 weeks)

The board makes an offer; references are taken; the firm notifies the regulator of the proposed appointment. At larger firms the regulator may request a meeting with the candidate before the Form A submission is prepared. Reference checking at Chair level is more detailed than at C-suite level — typically including previous board members, CEOs, and where relevant previous regulator engagement.

Phase 6: Form A Submission and Approval (12–24 weeks)

The firm submits the Form A application to the FCA. The FCA assessment covers fitness and propriety across honesty, competence, financial soundness, and the candidate’s capacity to discharge the SMF9 responsibilities. At dual-regulated firms the PRA conducts a parallel assessment. The approval process can include interviews at larger firms.

Total Timeline by Firm Type

The phases overlap to some degree. Offer acceptance and Form A submission can run concurrently rather than sequentially, and at most firms the candidate’s notice period at their existing role overlaps with the Form A approval window. The total timeline measures the calendar time from board decision to Chair in role, not the sum of all phases run sequentially.

What Drives Variation Within the Range

Several factors determine where a specific Chair appointment lands within the range.

Firm complexity and supervisory intensity. The largest firms with dual-regulated status and active supervisory engagement take longer. Form A assessment at a systemically important bank involves a different level of regulator scrutiny than at a small specialist firm. PRA involvement adds time at dual-regulated firms.

Candidate background. Candidates with prior SMF approval at a similar firm type pass through Form A more quickly than candidates transitioning into regulated FS for the first time. Candidates with prior public sector or regulator engagement experience also tend to move through assessment more quickly.

Notice period and garden leave. The candidate’s existing role notice period and any garden leave provisions affect the total timeline. A new Chair with a six-month notice period at an existing role may be able to start before Form A approval if the regulatory process completes faster, or after Form A approval if the notice runs longer.

Regulator workload. The FCA’s processing time for Form A applications varies with the overall application volume. Periods of high application volume — for example after major regulatory transitions — can extend approval timelines beyond typical service standards.

Complexity of the candidate’s profile. Candidates with international careers, multiple prior board roles, or any prior regulatory engagement history typically take longer to assess. The FCA reviews the candidate’s full professional history; more complex histories take more time to evaluate.

Concurrent vs Sequential Process Management

Boards that manage Chair appointments well typically run multiple phases concurrently rather than sequentially. Form A submission can begin during the candidate’s notice period rather than after it. Internal communication about the proposed appointment can begin once the offer is accepted rather than waiting for approval. Interim cover during the approval window can be put in place during Phase 5 rather than Phase 6.

The concurrent approach reduces total timeline by two to four months at most firms. The trade-off is more management of dependencies — if the candidate’s existing employer does not support concurrent Form A submission, or if the regulator requests additional information that requires the candidate’s full attention, sequential management may be necessary.

The Form A Approval Process in Detail

Form A approval is the longest single phase of the appointment timeline and the one most boards underestimate. The process has its own structure.

Submission

The firm submits Form A to the FCA covering the candidate’s career history, fitness and propriety attestations, the firm’s Statement of Responsibility for the role, and supporting documentation. Submission preparation typically takes three to four weeks of focused work involving the firm, the candidate, and often external regulatory counsel.

FCA Assessment

The FCA reviews the application against the published Threshold Conditions and fitness and propriety standards. The assessment covers the candidate’s honesty and integrity, competence and capability, and financial soundness. For Chair roles the assessment includes a view on the candidate’s capacity to lead an effective board.

Information Requests

The FCA may request additional information during the assessment. Information requests are common and typically add one to four weeks to the timeline depending on the depth of information required. Some assessments include a candidate interview with FCA officials.

Decision

The FCA issues an approval, a conditional approval, or a refusal. Conditional approvals attach specific requirements to the appointment — for example training, additional reporting, or restrictions on certain activities. Refusals are rare at Chair level but possible where the candidate’s profile raises material concerns.

Common Causes of Timeline Slippage

Three patterns recur in Chair appointments that take longer than the typical range.

Inadequate brief construction at the start. Searches that begin with an unclear brief often produce shortlists that don’t fit, requiring additional rounds of candidate identification and extending the search phase. A well-constructed brief at the start typically saves four to eight weeks of search timeline.

Candidate fitness and propriety issues that emerge late. Candidates whose backgrounds include prior regulatory engagement, financial difficulty, or any conduct concerns face longer Form A assessment and sometimes ultimately approval refusal. Identifying these issues early — during the search firm’s pre-shortlist assessment — saves significant time. Searches that progress to offer with candidates carrying material fitness and propriety concerns can ultimately fail at the approval stage, requiring the search to restart.

Internal board dynamics slowing the offer process. Chair appointments require board consensus rather than CEO decision. Searches sometimes stall at the offer stage when individual board members raise concerns about specific candidates. Boards that align on selection criteria at the start of the process avoid this; boards that don’t can lose weeks at the offer stage.

Implications for Succession Planning

The Chair appointment timeline has clear implications for board succession planning at FCA-regulated firms.

Boards that begin Chair succession planning twelve to eighteen months before the expected transition typically produce better outcomes than boards that begin the search after the current Chair announces departure. The longer planning window allows the board to develop the brief properly, to engage with candidates over time before any formal process begins, and to manage the timing carefully.

Interim Chair arrangements during gaps are increasingly used at regulated firms. The Senior Independent Director (SMF14) can typically chair the board temporarily during a gap, though for periods beyond three to six months an interim Chair appointment is usually preferred. The interim Chair role is itself an SMF9 appointment requiring Form A approval — which means even interim cover requires planning ahead.

Chair succession is one of the few board appointments that the board itself owns rather than the CEO. The quality of the appointment depends on the board’s preparation — the brief construction, the candidate pipeline, the engagement with potential candidates over time, the management of internal board dynamics during selection.