A Comprehensive Guide to Board Member Positions: Titles, Roles, and Responsibilities

A UK board is a small group of people with a large amount of legal and practical responsibility. Each seat around the table carries a title, and each title implies a different job: the chair runs the board, the chief executive runs the business, the non-executives challenge and oversee, the company secretary keeps the board lawful and organised, and committee chairs take ownership of specialist scrutiny. Getting those roles clear is the starting point for any board that wants to work well, and for anyone thinking about a board career. Many boards now add a technology non-executive director to strengthen oversight of technology and cyber risk.

This guide sets out the main board positions found in British companies, what each one does, the legal duties every director owes under the Companies Act 2006, how the UK Corporate Governance Code shapes roles in listed companies, and how board roles map to senior manager functions in FCA- and PRA-regulated firms. It is written for the UK context. Board structures, titles and duties differ between jurisdictions, and much of the general material online describes US or non-profit models that do not translate directly.

If you are adding or replacing a director, our board of directors recruitment team works on chair, non-executive, executive director and committee-chair appointments across private, private equity-backed, listed and regulated businesses.

Executive and non-executive directors: the core distinction

Before looking at individual titles, the most important distinction on any UK board is between executive and non-executive directors. In law there is only one kind of director. The Companies Act does not distinguish between them, and every director owes the same statutory duties to the company. The difference lies in what they do day to day and what the board expects of them.

Executive directors are board members who also hold a management job in the business. The chief executive and the chief financial officer are the most common examples, but an operations, commercial or technology director may also sit on the board. They bring detailed knowledge of how the company actually runs. Because they manage the business, they cannot provide fully independent oversight of it.

Non-executive directors (NEDs) sit on the board but have no management role. Their purpose is oversight and constructive challenge: testing strategy, scrutinising performance, questioning risk, and bringing experience from outside the business. A useful shorthand is that executives propose and non-executives dispose, although in practice the best boards work through issues together rather than splitting into camps.

One point often causes confusion. A job title containing the word “director” — sales director, director of marketing — does not make someone a statutory director. A person becomes a director in law when they are validly appointed to the board and notified to Companies House. Equally, someone who acts as a director without being appointed, or whose instructions the board habitually follows, can be treated as a de facto or shadow director and take on the duties and liabilities that go with the role.

The chair

The chair (historically chairman, sometimes chairperson) leads the board. The role is distinct from running the business. The chair is responsible for how well the board works: setting the agenda, making sure directors receive accurate and timely information, running meetings so that every director contributes and challenge is heard, and leading the board’s review of its own performance. The chair also usually leads on the relationship with major shareholders and, with the nominations committee, on board succession.

In smaller private companies the chair may be the founder or a major shareholder. In larger companies, and in anything listed or private equity-backed, the chair is normally a non-executive and is expected to be independent on appointment. Separating the chair from the chief executive is one of the oldest principles in UK governance, because putting both jobs in one person removes the main check on executive power.

A good chair is often the single biggest influence on whether a board functions. For the detail of the role, see our chairman job description; for the hiring process, our chairman recruitment service covers independent and non-executive chair appointments.

Vice chair and deputy chair

Many boards appoint a vice chair or deputy chair. The title has no statutory meaning, so the responsibilities depend on the company’s articles and board decisions. Typically the deputy chair presides when the chair is absent or conflicted, supports the chair on board business, and may be the designated successor. In some groups, particularly family businesses and mutuals, a vice chair represents a founding family or member constituency.

Listed companies often combine the deputy chair and senior independent director roles in one person. That can work, but it is worth being clear which hat the individual is wearing at any time, because the SID role involves leading the appraisal of the chair, which sits awkwardly with being the chair’s deputy and heir apparent.

The senior independent director

The senior independent director (SID) is an independent non-executive who takes on additional responsibilities. The SID acts as a sounding board for the chair, provides a route for shareholders whose concerns have not been resolved through the chair or executives, and leads the non-executives’ annual appraisal of the chair. When there is a serious disagreement on the board, or doubts about the chair’s performance, the SID is the person expected to step in.

Listed companies following the UK Corporate Governance Code are expected to appoint a SID, and many larger private and regulated businesses now do the same. The role is quiet in good times and critical in bad ones, which is why the appointment deserves more thought than simply choosing the longest-serving NED. Our senior independent director recruitment page explains how we approach these searches.

The chief executive and managing director

The chief executive officer (CEO) is the most senior executive and, in almost every company, sits on the board as an executive director. The CEO leads the business, proposes strategy to the board, implements what the board agrees and is accountable to the board for performance. The chair leads the board; the CEO leads the company. The working relationship between the two is one of the most important in any business.

In owner-managed and mid-market companies the equivalent role is often called managing director (MD). The job is broadly the same, and the choice of title tends to reflect size, sector and tradition rather than a difference in authority. Our CEO recruitment practice covers both titles.

The chief financial officer and other executive directors

The chief financial officer (CFO), or finance director (FD) in many UK companies, is usually the second executive on the board. The CFO is responsible for financial reporting, controls, funding, cash and financial planning, and for giving the board an honest view of the numbers. Because the directors are collectively responsible for the company’s accounts, the board relies heavily on the CFO’s judgement and integrity.

Other executive directors may include a chief operating officer, commercial director or chief technology officer, depending on the business. The test for putting an executive on the board should be whether their presence improves board decisions, not whether the title deserves a seat. Too many executives can crowd out the non-executive voice; too few can leave the board short of operational insight.

Non-executive and independent non-executive directors

Every non-executive director owes the same legal duties as the executives, but is not part of management. NEDs are typically appointed for their experience in a sector, function or situation the company faces — a sale process, an international expansion, a regulatory build, a turnaround.

Not every NED is independent. A non-executive who represents a major shareholder or a private equity investor, a former executive of the company, or someone with a material business relationship with it, is a non-executive but not independent. The UK Corporate Governance Code sets out circumstances that are likely to impair independence, including having been an employee within the previous five years, having a material business relationship within the previous three years, representing a significant shareholder, or having served on the board for more than nine years. The board must decide whether each NED is independent and explain its reasoning where any of those circumstances apply.

In private equity-backed companies the board often has investor directors alongside one or more independent NEDs, with the independent chair acting as a bridge between management and investors. For hiring, our NED recruitment team works across both independent and investor-side appointments.

The company secretary

The company secretary is the board’s governance officer. The role covers board and committee administration, minutes, statutory registers, Companies House filings, advice to the chair and directors on governance and procedure, and support for the directors’ induction and development. In listed companies the company secretary also manages shareholder meetings and much of the governance reporting in the annual report.

A public company must have a company secretary, and the secretary of a public company must have suitable knowledge and experience. Private companies no longer need one unless their articles require it, although many appoint one anyway or outsource the role. The company secretary is an officer of the company but not normally a director, and in well-run boards acts as a trusted, independent adviser to the whole board rather than to any one director. Our company secretary job description sets out the role in more detail.

Committee chairs

Larger boards delegate detailed work to committees, each led by a committee chair who is almost always an independent non-executive. The main committees are:

• Audit committee — oversees financial reporting, internal controls, internal audit and the external auditor. The chair needs recent and relevant financial experience.
• Risk committee — oversees the risk framework and risk appetite. Common in financial services and increasingly in other complex businesses.
• Remuneration committee — sets pay policy for the executive directors and senior management and oversees wider workforce pay.
• Nominations committee — leads board appointments, succession planning and board composition. Often chaired by the board chair.

Some boards also have committees for ESG or sustainability, technology, health and safety, or investment. Committee chairs carry real accountability and need genuine expertise in their area: an audit chair who cannot read a set of accounts critically, or a risk chair who does not understand the firm’s risk profile, is a governance weakness, not just a gap on a skills matrix.

Board observers

A board observer attends board meetings, usually on behalf of an investor, but is not a director and has no vote. Observer rights are common in venture capital and growth equity deals, where an investor wants visibility without taking a board seat. The terms are set by the investment agreement and should cover what papers the observer receives, confidentiality, and when the board can ask them to leave, for example when discussing matters on which the investor is conflicted.

Observers are not bound by directors’ statutory duties, but they need to be careful. An observer who starts directing the board’s decisions, rather than simply listening and commenting, risks being treated as a shadow or de facto director.

Trustee and other board titles

Not every board is a company board. In charities, the governing body is made up of trustees, who are responsible for the charity’s direction and management. Many charities are also companies limited by guarantee, in which case the trustees are both charity trustees and company directors. Common titles include chair of trustees, vice chair, treasurer (the trustee with lead responsibility for finance) and, in older governing documents, honorary secretary.

The Charity Commission’s guidance The essential trustee (CC3) sets out six core trustee duties: ensuring the charity is carrying out its purposes for the public benefit, complying with its governing document and the law, acting in the charity’s best interests, managing its resources responsibly, acting with reasonable care and skill, and ensuring it is accountable. Other boards use different language again — governors in schools and colleges, members and board directors in mutuals and housing associations, and partners or members in LLPs — but the underlying split between leadership, oversight and administration is similar.

Directors’ legal duties under the Companies Act

Every director of a UK company, executive or non-executive, owes seven general duties to the company under sections 171 to 177 of the Companies Act 2006. They are set out in full on legislation.gov.uk:

• Section 171 — act within powers. Act in line with the company’s constitution and use powers only for the purposes for which they were given.
• Section 172 — promote the success of the company. Act in the way you consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to factors including the long-term consequences of decisions, employees, suppliers and customers, the community and environment, reputation, and fairness between members.
• Section 173 — exercise independent judgement. Make your own decisions rather than simply following others.
• Section 174 — exercise reasonable care, skill and diligence. Judged against both the general knowledge, skill and experience reasonably expected of someone in your role and the knowledge, skill and experience you actually have. An experienced finance professional on the board will be held to a higher standard on financial matters.
• Section 175 — avoid conflicts of interest. Avoid situations where your interests conflict, or may conflict, with the company’s, unless the conflict has been properly authorised.
• Section 176 — do not accept benefits from third parties given because you are a director or for anything you do as a director.
• Section 177 — declare an interest in a proposed transaction or arrangement with the company to the other directors.

Directors also carry wider obligations: preparing and filing accounts, keeping proper records, health and safety and environmental duties, and, when a company is or is likely to become insolvent, a duty to consider the interests of creditors. Breach can lead to personal liability, and serious misconduct can lead to disqualification.

There is also a new practical step. Since 18 November 2025, Companies House requires directors to verify their identity. New directors must verify before they can be appointed, and existing directors confirm their verification when the company files its next confirmation statement during the 12-month transition period. Anyone joining a board should complete verification before the appointment date.

Board roles under the UK Corporate Governance Code

Companies with shares listed in the equity shares (commercial companies) category in London report against the UK Corporate Governance Code published by the Financial Reporting Council, on a “comply or explain” basis. The current Code took effect for financial years starting on or after 1 January 2025, with the new provision on the board’s declaration about the effectiveness of material internal controls applying from 1 January 2026.

The Code shapes board roles in several practical ways:

• The roles of chair and chief executive should not be held by the same person, and the chair should be independent on appointment.
• At least half the board, excluding the chair, should be independent non-executive directors.
• The board should appoint one of the independent NEDs as senior independent director.
• The chair should not remain in post beyond nine years from first appointment to the board, although a limited extension can be justified to support succession.
• Audit, remuneration and nomination committees should be made up of, or led by, independent NEDs, with specific membership requirements for each.
• All directors should be subject to annual re-election by shareholders.

Large private companies are not bound by the Code, but many report against the Wates Corporate Governance Principles for Large Private Companies, and private equity-backed boards often adopt Code-style structures — an independent chair, a SID, and audit and remuneration committees — in preparation for an exit.

Board roles in FCA- and PRA-regulated firms

In financial services, many board positions are also senior manager functions (SMFs) under the Senior Managers and Certification Regime. Holders need regulatory approval, must have a Statement of Responsibilities and are subject to the Senior Manager Conduct Rules. The main board-level SMFs are:

• SMF1 chief executive and SMF2 chief finance function (the SMF2 applies in dual-regulated and enhanced firms).
• SMF3 executive director — any executive on the board who does not hold another SMF.
• SMF9 chair of the governing body.
• SMF10 chair of the risk committee, SMF11 chair of the audit committee, SMF12 chair of the remuneration committee and SMF13 chair of the nominations committee — required where the firm has these committees, chiefly in enhanced and dual-regulated firms.
• SMF14 senior independent director.

Other non-executives in regulated firms are usually not SMFs but are still covered by the Conduct Rules. The FCA’s Senior Managers Regime pages set out which functions apply to which firms.

The regime is changing. The FCA and PRA introduced a first set of reforms in April 2026, including more flexibility under the 12-week rule for temporary cover, longer validity for criminal record checks and more time for some Directory updates. Further changes, such as reducing the number of roles that need pre-approval, depend on legislation that HM Treasury has said it will bring forward. For now, the board-level SMFs above still require approval before the individual takes up the role, other than under the 12-week rule. Our guide to SMF roles covers each function, and our chair of regulated firm recruitment service handles SMF9 searches.

Building a board that works

The roles above are the building blocks. The harder task is putting them together. A well-composed board has enough executive knowledge to be informed, enough independence to challenge, a chair who can run a good meeting and hold the CEO to account, committee chairs with real expertise, and a company secretary who keeps the whole thing lawful and organised. It also has a deliberate mix of skills, sector experience and perspectives matched to where the company is going, not where it has been.

Most board problems we see trace back to composition: a founder who chairs and runs the business, NEDs appointed from the chair’s own network who share the same blind spots, or a regulated firm that has not thought about who will hold each SMF until an application is due. Starting from a skills matrix and a clear brief for each seat avoids most of them. If you are planning a board change, our board appointments team can help shape the brief before the search starts. If you are an executive looking for your first seat, our guide on how to get on a board of directors explains how candidates are assessed.

Frequently asked questions

What is the difference between a chair and a CEO?

The chair leads the board and is responsible for its effectiveness. The CEO leads the business and is accountable to the board. In well-governed companies, and under the UK Corporate Governance Code, the two roles are held by different people.

Do non-executive directors have the same legal duties as executive directors?

Yes. Company law does not distinguish between executive and non-executive directors. Every director owes the general duties in sections 171 to 177 of the Companies Act 2006, although the standard of care in section 174 takes account of each director’s role and actual experience.

Is the company secretary a member of the board?

Not usually. The company secretary is an officer of the company and supports the board, but is not normally a director. A public company must have one; a private company does not need one unless its articles require it.

Does a board observer have a vote?

No. A board observer attends meetings, typically for an investor, but is not a director and cannot vote. Observers should avoid directing board decisions, or they risk being treated as shadow or de facto directors.

How many directors does a UK company need?

A private company must have at least one director and a public company at least two. At least one director must be a natural person, and all directors must now verify their identity with Companies House.

Which board roles need FCA or PRA approval?

In regulated firms, the chief executive, chief finance function, executive directors, chair, the chairs of the risk, audit, remuneration and nominations committees and the senior independent director are senior manager functions where they apply to the firm. They need approval before the person starts, except where the 12-week rule allows temporary cover.