Hiring an SMF9 Chair: A Guide for UK Regulated Firms

SMF9 is the senior management function that attaches personal regulatory accountability to the Chair of the governing body of a regulated firm. It is a different role from a corporate Chair — and a different appointment from a Senior Independent Director, an executive director, or any of the committee chair functions under SMCR. The Chair is the most senior independent voice in the firm, holds the responsibility for the effectiveness of the Board itself, and is the principal counter-balance to the executive team. Under the regime, the Chair is also accountable to the regulator for the way the Board discharges its responsibilities — including the way the Board oversees the firm’s strategy, risk appetite, culture and conduct. Hiring into the role is one of the most consequential governance decisions a regulated firm makes.

This guide is written for nomination committees, existing chairs running succession, and CEOs and shareholders working through the appointment of a new Chair. It sets out what an SMF9 appointment actually involves: how the role differs from a corporate Chair, what the Statement of Responsibility looks like, how the FCA approval process works, how to think about the candidate pool, and how to structure the working relationship with the CEO and the rest of the Board. It draws on our work running SMF mandates across asset management, wealth management, insurance, brokerage, fintech and consumer credit firms, and on the FCA’s published guidance for solo-regulated firms operating under SMCR. It reflects the regime as it stands in November 2026, including the Phase 1 changes that took effect in April and July 2026 and the Phase 2 proposals published in October 2026. For the broader SMF picture, see our SMF Roles guide; for the corresponding executive role, our SMF1 CEO hiring guide.

What SMF9 covers

SMF9 is the Chair function under the Senior Managers and Certification Regime. It applies to the individual who chairs the Board of Directors (or equivalent governing body) of a firm in scope. Like SMF1, it is a senior management function that requires regulatory approval before the individual takes up the role. A firm that has a Chair must have that Chair approved as SMF9, and any change in the SMF9 holder triggers a new application. A small solo-regulated firm without a Chair does not need to appoint one simply because of the regime — the FCA says so expressly in its guide for solo-regulated firms — but once a Chair is in place, the SMF9 requirements follow.

The substantive scope of SMF9 covers what a corporate Chair would recognise — leadership of the Board, setting the agenda for board discussion, ensuring the Board operates effectively, managing the relationship between the Board and the executive team, succession planning at Board level, evaluating Board performance — with the regulatory dimension layered through every part of it. The SMF9 holder is personally accountable for the way the Board discharges its responsibilities, including the way it oversees the firm’s strategy, risk appetite framework, culture, and conduct outcomes.

The Chair is the principal counter-balance to the CEO. In an effective regulated firm, the Chair-CEO relationship is collaborative but not collusive — the Chair holds the executive team accountable on behalf of the Board, ensures the Board has the information and challenge it needs to exercise oversight, and intervenes where executive decisions need to be tested before they are made. The regulators’ expectations on this dimension have firmed up over the past decade, and supervisory engagement increasingly probes how the Chair has shaped the Board’s effectiveness.

One specific point worth being clear about: SMF9 is the regulatory designation, not a job title. In most firms the SMF9 holder will be styled as Chair or Chairman of the Board, but in some firm structures the title used internally may differ. What matters from the regulatory perspective is who holds the SMF9 designation on the firm’s responsibilities map.

SMF9 compared with SMF1, SMF14 and the committee chair functions

Boards running a Chair search frequently need to refresh other board roles at the same time, and the regulatory treatment of each role is different. The table below sets out how SMF9 sits against the CEO function and the other non-executive SMFs, including what the October 2026 consultations propose. It is a summary for planning purposes: the firm’s own classification and its compliance adviser should confirm the detail.

The practical consequence for a search is that the Chair appointment will remain the gated one. If the Phase 2 proposals are made in their current form, a firm could put a new SID or committee chair in place on a notification basis, having done its own fitness and propriety assessment, while the incoming Chair still waits for regulatory approval. For more on the two roles most often recruited alongside a Chair, see our SMF14 SID hiring guide and our SMF13 Nominations Committee Chair hiring guide — the Nomination Committee is usually the body running the Chair search in the first place, often with the SID leading it so that the outgoing Chair is not choosing a successor.

Who needs an SMF9 — and how it varies by firm classification

Under the FCA’s solo-regulated regime, SMF9 applies to Core and Enhanced firms that have a Chair of their governing body. The basic requirement is constant across those firms; the surrounding governance environment varies by firm classification.

Core firms represent the majority of FCA solo-regulated firms. The SMF set is more limited (SMF1, SMF3, SMF9, SMF16, SMF17 and SMF27 Partner, as applicable) and the Board structure is typically smaller, but where the firm has a Chair the SMF9 designation and the substantive Chair role are the same as in larger firms. The FCA’s guide notes that SMF9 is the only senior management function in a Core firm that can be held by a non-executive director. Most independent asset managers, wealth managers, brokers and intermediaries fall into this category. The Chair in a Core firm often works with a small Board, where the relationship between the Chair, the CEO and one or two NEDs determines how effectively the firm is governed.

Enhanced firms are the largest and most complex solo-regulated firms. Since 10 July 2026, following PS26/6, the thresholds include assets under management of £65 billion or more (up from £50 billion), intermediary regulated business revenue of £45 million or more and consumer credit revenue of £130 million or more, alongside other triggers such as CASS large firms and certain significant SYSC firms. Enhanced firms with the relevant committees have committee chairs who carry their own SMF designations: SMF10 Chair of the Risk Committee, SMF11 Chair of the Audit Committee, SMF12 Chair of the Remuneration Committee, SMF13 Chair of the Nomination Committee. The SMF9 in an Enhanced firm operates within a more populated governance environment, working with a Senior Independent Director (SMF14) and several committee chairs whose appointments must be coordinated alongside the Chair role.

Limited Scope firms have the narrowest regime application. They include sole traders, limited permission consumer credit firms and other firms whose regulated activity is ancillary or narrow. The FCA’s guide lists only SMF29 (Limited Scope Function), SMF16 and SMF17 for these firms, and no prescribed responsibilities, so SMF9 does not arise in the same way. A Limited Scope firm that grows, or opts up, into the Core regime needs to revisit this.

Dual-regulated firms — banks, building societies, PRA-designated investment firms and insurers — sit under the PRA’s version of the regime, where SMF9 is a PRA-designated function. The PRA’s supervisory statement SS28/15 requires the Chief Executive, Chief Finance and Chair functions to be held by separate individuals, and sets out more detailed expectations of the Chair than the FCA’s solo-regulated guidance.

If you are not certain which classification your firm falls under, the firm’s compliance lead or external compliance adviser will know. The classification affects the search in two practical ways: which other SMFs and committee chairs need to be in place around the SMF9, and how detailed the Statement of Responsibility needs to be when the appointment is made.

What an SMF9 Chair does that a corporate Chair does not

The substantive role of any non-executive Chair includes setting the Board’s agenda, leading evaluation of the executive team, succession at Board level, and ensuring the Board has the information and time it needs to do its work. SMF9 layers regulatory accountability over all of that and adds several specific dimensions that a corporate Chair would not typically encounter.

The Chair is personally accountable to the regulator. The Chair’s Statement of Responsibilities sets out what the Chair is accountable for — typically the inherent responsibilities of chairing the Board, such as ensuring the Board’s discussion of regulatory and conduct matters is properly structured and recorded, that succession planning at Board and senior management level is effective, and that the Board’s relationship with the regulator is managed appropriately — together with any prescribed responsibilities the firm has allocated to the Chair. When the regulator reviews how the firm is governed, the Chair is the individual whose accountability they look at first for the way the Board itself operates.

The relationship with the FCA is part of the role. The Chair is typically the principal point of Board-level contact with the regulator on matters that go beyond the day-to-day relationship the SMF1 manages. This includes succession discussions, governance issues, supervisory letters that require Board response, and significant regulatory events. The Chair is also expected to ensure the Board itself engages appropriately with the regulator on matters of supervisory interest. A candidate who has not held an SMF before is unlikely to have managed direct regulatory engagement at this level — and the learning curve is real.

Consumer Duty oversight sits at Board level. The FCA’s Consumer Duty requires firms to deliver good outcomes for retail customers, evidenced by senior management oversight including an annual Board report on Consumer Duty outcomes. The Chair is expected to ensure the Board engages substantively with the Consumer Duty report — not just receiving it but interrogating it, challenging the executive’s framing of customer outcomes, and ensuring the Board’s response is well founded. Boards that treat the Consumer Duty report as a procedural item rather than as a substantive Board discussion are increasingly visible to the FCA. We look at what this means for Chair hiring in more detail in our guide to Consumer Duty, Chair oversight and the hiring implications.

Operational resilience oversight is a Board responsibility. The FCA’s Operational Resilience policy requires firms to identify their important business services, set impact tolerances, and demonstrate they can deliver within those tolerances during severe but plausible disruption. While the day-to-day accountability sits with the executive team — typically SMF24 where the firm has one — the Board (and the Chair leading it) is responsible for satisfying itself that the firm’s operational resilience capability is adequate and for engaging with the regulator where it is not.

Culture is a Chair-level accountability. The regulators’ expectations on conduct culture have firmed up over the past decade, and the Chair is increasingly expected to articulate how the Board has shaped and tested the firm’s culture. In PRA-regulated firms this is explicit: SS28/15 describes the culture-related prescribed responsibilities as intended to ensure the CEO and Chair take a leading role in developing and embedding the firm’s culture. This is not a soft topic in the SMCR context — culture is treated as a leading indicator of conduct outcomes, and questions about how the Chair has overseen culture in previous roles are common in regulatory interviews for SMF9 appointments.

The reasonable steps test applies to the Chair as well as the executive. When something goes wrong in the firm, the regulator’s analytical question is whether the senior individuals responsible for the relevant area took reasonable steps to prevent it. For the Chair, this question typically focuses on whether the Board (under the Chair’s leadership) provided adequate oversight, whether the Chair ensured the Board had the information and challenge it needed, and whether the Chair-CEO relationship operated in a way that allowed appropriate executive challenge. This is why our Chair of regulated firm recruitment work tests a candidate’s record of board challenge, not just their seniority.

Prescribed responsibilities an SMF9 normally holds

A common misunderstanding is that the Chair automatically carries a set of prescribed responsibilities (PRs). In practice, which PRs the Chair holds — if any — depends on the type of firm.

Core firms. The FCA’s Core regime has a short list of PRs: responsibility for the firm’s obligations under the senior managers regime, under the certification regime, and on conduct rules training and notification; responsibility for policies and procedures for countering financial crime; responsibility for CASS where it applies; and, for authorised fund managers, the value assessment and independent director PR. These are management responsibilities and are normally allocated to executive Senior Managers such as the SMF1, SMF3 or SMF16. In most Core firms the Chair holds no PRs, and the Chair’s Statement of Responsibilities describes the inherent responsibilities of chairing the Board.

Enhanced firms. The Enhanced regime adds further PRs, including three that cover safeguarding and overseeing the independence and performance of the internal audit, compliance and risk functions. The FCA’s guide says these three should, where possible, be allocated to a Senior Manager who is a non-executive director. Depending on the firm’s committee structure, that may mean the Audit Committee Chair, the Risk Committee Chair or the Chair of the Board. The other Enhanced PRs — the responsibilities map, the business model, internal stress testing — are executive in nature and are normally allocated to executives.

PRA-regulated firms. In banks and insurers, SS28/15 sets out the clearest expectations of the Chair. The SMF9 role is described as chairing and overseeing the performance of the board, leading the development of the firm’s culture by the board as a whole, overseeing induction and training for directors, and overseeing fitness and propriety assessments of non-executive directors who are not themselves Senior Managers. Oversight of whistleblowing policies and procedures can sit with the Chair or with the Audit Committee Chair, at the firm’s choice, while oversight of internal audit independence sits with the Audit Committee Chair.

Whatever the firm type, the regulators are clear that non-executive Senior Managers are not expected to take on executive responsibilities. SS28/15 says their responsibilities are inherent in, or derive from, their chairing or SID roles, and their potential accountability is limited to the activities for which they are responsible. A Chair’s Statement of Responsibilities that reads like an executive job description is a sign the allocation has gone wrong.

Recent SMCR changes and what they mean for the Chair

The regime has been through significant change in 2026, and further change is under consultation. Boards planning Chair succession over the next 12 to 24 months should factor in both.

Phase 1 (PS26/6), now in force. The FCA’s PS26/6 took effect largely on 24 April 2026, with further changes on 10 July 2026. The changes most relevant to a Chair appointment are:

• The 12-week rule. A firm now has 12 weeks to submit an SMF application for someone covering an unexpected or temporary absence, rather than 12 weeks to obtain approval, and the person covering can stay in post until the regulator decides the application.
• Criminal records checks. A check on an SMF candidate is now treated as valid for six months rather than three, which helps where a Chair candidate is identified early but has a long notice period elsewhere.
• Regulatory references. The FCA’s guidance now expects firms to respond to reference requests within four weeks rather than six.
• Statements of Responsibilities. Submissions of updated SoRs and responsibilities maps can be batched, up to every six months, though the firm must still update its internal records as soon as a significant change happens.
• Enhanced thresholds. The thresholds rose by around 30% from 10 July 2026, so some firms have moved from Enhanced to Core, which changes the governance environment around the Chair.

Phase 2 (FCA CP26/37 and PRA CP14/26), under consultation. On 22 October 2026 the FCA published CP26/37 and the PRA published CP14/26. Responses are due by 22 January 2027, with final rules expected in the first half of 2027 and implementation around six months later. The main proposals are:

• SMF9 stays pre-approved. The Chair remains on the list of functions that require regulatory approval before appointment, alongside SMF1, SMF3, SMF16 and SMF17 among others.
• Other non-executive SMFs move to notification. SMF10, SMF11, SMF12, SMF13 and SMF14 are proposed to become notified roles. The firm would assess fitness and propriety itself, still carrying out regulatory references and criminal records checks, and notify the regulator with a Statement of Responsibilities. The regulators would keep a power to require pre-approval in exceptional cases.
• Shorter statutory deadline. The deadline for deciding an SMF application would fall from three months to two.
• Longer cover period. Firms would have 18 weeks to apply for approval (or notify) for temporary cover, and for FCA functions the “reasonably unforeseen” test would be replaced by a “reasonable use” standard. The PRA proposes to keep the existing test for its functions, so dual-regulated firms would see a difference between the two.
• Certification regime removed. The certification regime would be taken out of the rules and, through legislation, out of the framework, with firms relying on general competent-employee requirements instead.

For a Chair search, the effect is that the SMF9 approval remains on the critical path, while the surrounding board roles may become quicker to fill. These are proposals, not final rules, and the detail may change after consultation.

Building the SMF9 role specification

The role specification for an SMF9 search needs to communicate three things at once: the commercial and governance role, the regulatory dimension, and the working environment the candidate will join. Specifications that handle the first dimension well but skim the others systematically attract candidates who may withdraw at offer stage when they understand what the role actually entails.

The governance dimension covers the standard Chair content — leadership of the Board, agenda setting, evaluation of the executive team, Board composition and succession, committee chair appointments, Board effectiveness review. It includes the firm’s strategy and the role the Chair will play in shaping how the Board engages with strategy. It also includes the relationship with shareholders or members where applicable — particularly important in firms with PE backing or strategic investor relationships. Our chairman job description sets out the general governance content that sits underneath any Chair brief.

The regulatory dimension covers the SMF9 designation explicitly, any prescribed responsibilities allocated to the role, the firm’s classification under SMCR (Core / Enhanced / Limited Scope, or dual-regulated), the regulator’s supervisory approach to the firm, and the regulatory priorities the firm is currently working on (Consumer Duty implementation status, operational resilience self-assessment cycle, any active regulatory matters at Board level). Specifications that flag the regulatory dimension early in the brief — rather than burying it in an addendum — attract candidates who are seriously interested in the regulated dimension and screen out candidates who are not.

The Board dimension covers the existing Board composition, the SID, the committee chairs, the executive members of the Board (typically SMF1 and SMF3 holders), and the responsibilities map. SMF9 candidates evaluating an offer will want to understand the people they will be working with — particularly the CEO (with whom the working relationship is intensive), the SID (their principal independent counter-balance on the Board), and the committee chairs (whose effectiveness shapes the Board’s overall functioning). Specifications that name the surrounding senior team and describe the responsibilities map carry significantly better with experienced SMF candidates.

The strongest specifications also include a draft Statement of Responsibility — even in skeleton form. Candidates will read it carefully. The presence of a working SoR signals that the firm has done its governance homework and is approaching the search seriously rather than treating it as a relationship exercise.

Copy-ready SMF9 role profile and Statement of Responsibilities wording

The wording below is a starting point for a Core or Enhanced solo-regulated firm. Adapt it to the firm’s size, its committee structure and any prescribed responsibilities it has decided to allocate to the Chair, and check it against the firm’s responsibilities map before it is used in a candidate pack or a Form A submission. Dual-regulated firms should also check it against SS28/15.

Two cautions apply. First, do not add executive tasks to the SoR to make the role look substantial; the regulators read that as a sign of a poorly designed allocation. Second, every responsibility in the Chair’s SoR must agree with the responsibilities map and with the SoRs of the CEO, SID and committee chairs.

The FCA approval process for SMF9

Once the firm has selected its preferred candidate, the approval process begins. The mechanics are similar to SMF1 approval, but several aspects of the SMF9 approval pathway are worth flagging specifically.

The submission is built around Form A, supported by the candidate’s Statement of Responsibility, the firm’s Management Responsibilities Map, regulatory references covering the candidate’s previous six years of regulated employment, a criminal records check, and supporting evidence on competence and capability such as a skills gap analysis and a list of directorships. The FCA must decide a complete application within three months of receiving it; the clock can effectively extend if the regulator asks for more information, and the Phase 2 consultations propose cutting the statutory deadline to two months. For a dual-regulated firm, SMF9 is a PRA function, approved by the PRA with the FCA’s consent.

For SMF9 specifically, the regulator’s assessment focuses heavily on the candidate’s experience of Board-level governance in regulated environments, their understanding of the Chair-CEO division of responsibility, and their track record of overseeing culture and conduct outcomes. Candidates with prior SMF9 approval tend to clear this assessment cleanly. Candidates with prior SMF14 (Senior Independent Director) experience or substantial NED experience in regulated firms typically clear it without difficulty. Candidates moving from corporate chair roles to SMF9 for the first time face a more substantive assessment, particularly if their corporate chair experience does not include comparable regulatory engagement.

Two specific points on the SMF9 approval process worth flagging:

The regulator may interview SMF9 candidates. The Chair role is significant enough that direct engagement between the regulator and the candidate is a realistic prospect, and the FCA says it will tell the firm the topics in advance if it decides to interview. Candidates should be prepared for an interview that probes their understanding of the firm, the regime, and the specific governance challenges the firm faces.

The Chair appointment often coincides with broader board changes — a new SID, refreshed committee chairs, or a wider strategic refresh of the Board. The regulator expects the Chair to be able to articulate what the Board’s composition should look like over the next two to three years and how the appointment of the Chair fits into that broader picture. Specifications and submissions that address the Board’s wider succession plan land more credibly with the regulator than those that present the Chair appointment in isolation.

Form A timeline for an SMF9 appointment

The approval period is only part of the timeline. In our experience the Chair searches that run late are rarely held up by the regulator alone; they are held up by the work that should have been done before the application went in. A realistic sequence looks like this:

1. Brief and SoR (weeks 1 to 3). The Nomination Committee or SID agrees the brief, the draft SoR and how the appointment fits the responsibilities map.
2. Search and assessment (weeks 3 to 12). Market mapping, approaches, first and second interviews, and referencing of the preferred candidate’s board record.
3. Pre-application checks (in parallel with offer). Regulatory references from every regulated employer in the last six years, a criminal records check (now valid for six months), directorship and financial soundness checks, and the firm’s own fitness and propriety assessment.
4. Form A submission and regulatory review. Up to three months by statute for a complete application, possibly longer if information is requested, and potentially an interview.
5. Notice period and handover. Experienced Chairs often have existing board commitments and may need to step down from a conflicting role or wait for a successor elsewhere.

The two common causes of delay the FCA itself identifies are incomplete regulatory references and missing criminal records checks. Both are within the firm’s control. For a fuller picture of how long the regulatory stage takes in practice, see our guide how long does FCA SMF approval take, and for the board’s role in preparing and signing off the application, our Form A guide for boards. Our study of Chair recruitment timelines at FCA-regulated firms looks at the end-to-end picture.

Approving a first-time Chair

Not every strong Chair candidate has held SMF9 before. Some have been SIDs or committee chairs in regulated firms; others have chaired large businesses outside financial services, or have been senior executives approaching a first chair role. A first-time SMF9 candidate can be approved, but the application has to work harder.

The FCA’s application guidance notes that a candidate who has not held a senior management or controlled function before, or not for six months or more, completes the longer version of Form A. That version asks for more on the candidate’s history and requires the firm to show more of its reasoning. In practice, the points that make a first-time application credible are:

• A clear competence case. A skills gap analysis that is honest about where the candidate is new to the regime, and a specific plan to close those gaps.
• A structured induction. Time with the CEO, the SMF16 and SMF17, the CRO or risk lead, internal audit and the external auditors, plus regime training on SMCR, the Conduct Rules and Consumer Duty.
• Support around the Chair. An experienced SID or committee chairs with regulated-firm backgrounds, so the board as a whole has the regulatory depth the new Chair is still building.
• Early contact with the supervisor. Where the firm has a named supervisor, a conversation before the application goes in can surface concerns early.

We cover this in more depth in our guide to first-time Chair approval at an FCA-regulated firm, including how to present the candidate’s non-regulated experience.

Interim Chair cover and the 12-week rule

Chairs leave unexpectedly — through ill health, a conflict of interest, a regulatory issue at another firm, or a sudden change of ownership. When that happens the board needs someone in the chair straight away, and the regime provides for it.

Under the rule in SUP 10C, a firm can appoint someone to cover an SMF without prior approval where the absence is temporary or reasonably unforeseen. Since PS26/6, the firm must submit an application for approval within 12 weeks, and the person covering can remain in post until the regulator decides it. The rule is meant for genuine cover: a planned retirement at the end of a known term is not reasonably unforeseen, so a firm should not rely on it to bridge a gap it could have planned for. The Phase 2 proposals would extend the period to 18 weeks and, for FCA functions, replace the “reasonably unforeseen” test with a “reasonable use” standard.

In practice there are three routes to interim cover:

• The SID or another existing NED steps up. Usually the quickest option, because the individual knows the board and may already be approved for another SMF. The risk is that the same person cannot then lead the search for the permanent Chair with full independence.
• The outgoing Chair stays on for a defined period. Workable where the departure is amicable and the reason for leaving does not raise fitness questions.
• An external interim Chair is appointed. Useful where the board needs an independent figure through a transaction, a remediation programme or a period of regulatory attention, and the existing NEDs are too close to the issue.

Whichever route is chosen, the board should agree the interim Chair’s scope in writing, update the responsibilities map, and decide quickly whether the interim will be a candidate for the permanent role. Our interim chairman service supports boards that need an experienced external Chair at short notice.

The fit-and-proper assessment for SMF9

The fit-and-proper assessment for SMF9 covers the same three criteria as for any senior management function under the FCA’s FIT sourcebook: honesty, integrity and reputation; competence and capability; and financial soundness. The application of these criteria to the Chair role has some specific dimensions worth being explicit about.

Honesty, integrity and reputation is examined in particular detail for SMF9 because the Chair role is the most visible governance position in the firm. The candidate’s regulatory history (any past regulatory action against them or against firms where they held senior or board roles), their conduct history (disciplinary outcomes, dismissals for cause, board removals), and their broader reputation in the relevant market all weigh heavily in the assessment. Candidates with anything in their record that requires explanation should expect the explanation to be probed in detail — and the firm should be ready to demonstrate why the appointment is appropriate notwithstanding.

Competence and capability for SMF9 includes both the substantive ability to chair a Board effectively and the specific knowledge of the regulatory regime under which the firm operates. The bar is high. Prior SMF9 experience is the strongest evidence. Substantial NED experience in regulated firms — particularly where the candidate has chaired Risk, Audit or Nomination Committees — is the next strongest. Candidates moving from corporate chair roles for the first time can clear competence and capability where their broader background demonstrably equips them for the role and where the firm has put in place a credible induction.

Financial soundness covers the candidate’s personal financial position. The bar is the same as for other SMF roles — anything significant must be disclosed, explainable and not indicative of broader integrity concerns.

The fit-and-proper assessment is conducted both at appointment and on an ongoing basis. The firm itself has an obligation to satisfy itself at least annually that the SMF9 (and other Senior Managers) remain fit and proper, and to notify the regulator promptly of any matters that could affect the assessment. Boards that treat this as a ceremonial annual exercise rather than as a substantive review can find themselves unprepared when something does come up.

The Statement of Responsibility for an SMF9 Chair

The Statement of Responsibility for the Chair sets out what the Chair is accountable for — the inherent responsibilities of the Chair role and any prescribed responsibilities the firm has allocated to them. For SMF9, the SoR will typically include:

• Leadership of the Board, including ensuring the Board operates effectively as the firm’s primary oversight body
• Setting the Board’s agenda, ensuring time is allocated appropriately to strategy, risk, conduct, culture and operational matters
• Evaluating the Board’s performance on a regular cycle, typically annually, with an externally facilitated review at regular intervals (the UK Corporate Governance Code expects this at least every three years for FTSE 350 companies)
• Overseeing succession at Board and Senior Manager level, including the appointment and replacement of executive directors and other Senior Managers
• Managing the Board’s relationship with the regulator, including ensuring the Board engages appropriately with supervisory communications and visits
• Overseeing the allocation of prescribed responsibilities across the senior management team, consistent with the responsibilities map

The exact allocation of prescribed responsibilities varies by firm and by classification under SMCR. In most Core firms the Chair holds none. In Enhanced firms the Chair may hold one of the PRs on the independence of the internal audit, compliance or risk functions where no committee chair holds it. In PRA-regulated firms the Chair is expected to lead the Board’s development of the firm’s culture and to oversee the fitness and propriety of non-executive directors who are not Senior Managers. The SoR for the Chair must be consistent with how the firm’s overall responsibilities map allocates these.

Three drafting points are worth being explicit about for SMF9 SoRs.

The SoR should reflect the Chair’s non-executive nature. A Chair who is allocated prescribed responsibilities that genuinely require day-to-day operational oversight is one whose role has been miscoded. The Chair’s accountability is for ensuring those responsibilities are appropriately allocated and overseen — not for executing them personally.

Alignment with the responsibilities map is essential. The SoR cannot allocate to the Chair a responsibility that the firm’s responsibilities map shows sitting with another Senior Manager. Inconsistency between the Chair’s SoR and the map is a regulatory red flag and will surface during the regulator’s assessment.

The SoR is a working document, not a final document. Strong Chair candidates will read the draft SoR carefully and may propose amendments, particularly to clarify the Chair-CEO division of responsibility or the boundaries between the Chair and the SID. This is a healthy sign — it indicates the candidate is engaging seriously with what the role involves.

Building the candidate pool for SMF9

The SMF9 candidate pool is structurally narrow, and several factors shape who is genuinely available.

Prior SMF9 approval is the strongest signal. Candidates currently holding or recently holding SMF9 in another regulated firm carry the highest credibility with the regulator and the lowest approval risk for the hiring firm. They have demonstrated they can clear the fit-and-proper assessment, they understand the substance of the role, and they bring direct regulatory engagement experience at Board level. The challenge is that the population is small — most SMF9 holders are mid-tenure in their current role and not actively seeking a move — so discreet introduction is the standard way these searches are run.

SMF14 (Senior Independent Director) holders are a natural step-up pool. Candidates currently holding SMF14 — the SID role on the Board of another regulated firm — have lived under the regime, have an existing approval, and have observed the Chair role at close range. Many SMF9 appointments come from this pool, and the step-up is well-trodden.

Experienced regulated-firm NEDs without SID experience. Candidates with substantial NED tenure in regulated firms — particularly those who have chaired Risk, Audit or Nomination Committees — can be credible SMF9 candidates without prior SID or SMF9 experience. The regulatory dimension is familiar to them, and the question becomes whether their experience of chairing committees translates into chairing the Board itself.

Corporate chairs without prior SMF approval. Strong corporate chairs from related sectors (financial services adjacent, regulated industry, large complex businesses with significant regulatory engagement) can clear the SMF9 fit-and-proper assessment with the right preparation. The most common preparation pattern is structured regulatory induction, support from experienced SMF holders on the board, and a carefully scoped Statement of Responsibility for the first phase of the appointment.

One specific note on candidate availability. Chair appointments are typically made for fixed terms, commonly three years, renewable subject to board review, and companies applying the UK Corporate Governance Code expect the Chair not to remain in post beyond nine years from first appointment to the board. Candidates approaching the end of their existing term are the most genuinely available pool at any moment. Searches that connect with this rhythm — engaging candidates well before their existing term ends — see substantively better candidate availability than searches that begin only after the previous Chair has departed.

The Chair-CEO relationship

The relationship between the SMF9 Chair and the SMF1 CEO is the most important working relationship in the firm. It is also the one most likely to generate friction if it is not deliberately structured at the start of an appointment.

The healthy version of the relationship looks like this. The CEO runs the firm. The Chair leads the Board. The CEO and Chair meet regularly outside the formal Board cycle to align on strategy, on Board priorities, on emerging issues. The Chair ensures the Board has the time, information and challenge it needs to do its work; the CEO ensures the Board’s discussion is well-prepared and well-informed. When something goes wrong in the firm, the Chair tests the executive’s response on behalf of the Board; when the Board decides something, the Chair owns the relationship between the Board’s decision and the executive’s implementation.

The unhealthy version typically presents in one of two ways. The Chair gets too close to the executive — becomes part of the executive’s thinking rather than a distinct counter-balance to it. Or the Chair operates at too great a distance — Board meetings happen, decisions are made, but the Chair-CEO working relationship is thin and the Board’s challenge is therefore thin too. Both patterns are visible to the regulator over time.

For boards hiring an SMF9 Chair, the strongest specifications include explicit conversation about the Chair-CEO division of responsibility before the candidate accepts. This is partly about the candidate evaluating the role — is this a CEO they can work with, is the relationship structure sustainable — and partly about the firm setting expectations clearly. SMF9 candidates with prior experience will push for this conversation; first-time candidates may not, in which case the firm needs to lead it.

Where the existing CEO is being replaced shortly after the new Chair starts — common in turnaround or post-strategic-review situations — the candidate needs to understand this from the start. SMF9 candidates accepting a role on the assumption of CEO continuity, only to find a CEO change is being planned, often disengage early.

Tenure, succession and the Chair-NED relationship

Many regulated firms appoint their Chair for a fixed term, commonly three years, with renewal subject to satisfactory Board review. Firms following the UK Corporate Governance Code or equivalent frameworks typically have explicit policies on Chair tenure that guide this rhythm, within the Code’s nine-year expectation. For SMF9 candidates evaluating a role, understanding the firm’s tenure policy and the implicit expectations on renewal is part of the offer conversation.

Succession planning at Board level — the broader programme of refreshing the NED population over time — is one of the core responsibilities usually set out in the Chair’s SoR. Strong Chairs treat this as an active, ongoing responsibility rather than a periodic exercise. Specifications and offer conversations that address how the Chair is expected to handle Board succession over the coming years signal to candidates that the firm takes Board effectiveness seriously.

The Chair’s relationship with the rest of the NED population matters too. The SID (SMF14 in Enhanced and dual-regulated firms) is the Chair’s principal independent counter-balance — the NED who provides a route for shareholders or other directors to raise concerns outside the Chair-CEO axis. Committee chairs (SMF10 Risk, SMF11 Audit, SMF12 Remuneration, SMF13 Nomination, where applicable) are independent voices on specific dimensions of governance. The Chair’s working relationship with each of these influences how the Board operates, and SMF9 candidates with prior experience will want to understand the existing NED population before accepting the role.

Chair independence, tenure and time commitment

SMCR does not itself set independence or tenure rules for the Chair. Those come from corporate governance codes and, for dual-regulated firms, from PRA expectations. The UK Corporate Governance Code 2024, published by the Financial Reporting Council, has applied to financial years beginning on or after 1 January 2025 (with Provision 29 on internal controls applying from 1 January 2026). It applies on a comply-or-explain basis to UK-listed companies in the commercial companies category (formerly premium listing), but many unlisted regulated firms, and their investors, use it as the reference point. The provisions that shape a Chair appointment are:

• Independence on appointment (Provision 9). The Chair should be independent on appointment, assessed against the circumstances in Provision 10. The roles of Chair and Chief Executive should not be held by the same person, and a Chief Executive should not go on to become Chair of the same company.
• Circumstances that may affect independence (Provision 10). These include recent employment with the company, a material business relationship, additional remuneration beyond the director’s fee, and having served on the board for more than nine years.
• Tenure (Provision 19). The Chair should not remain in post beyond nine years from the date of their first appointment to the board. The period can be extended for a limited time to support succession or diversity, with a clear explanation. Time served as a NED before becoming Chair counts towards the nine years.
• Appraisal (Provision 12). The SID should lead the non-executive directors, meeting without the Chair at least annually, to appraise the Chair’s performance.
• Time (Provision 15 and Principle H). Boards should take account of other demands on a director’s time when making appointments, and significant commitments should be disclosed with an indication of the time involved.
• Board balance (Provision 11). At least half the board, excluding the Chair, should be independent non-executive directors.

For banks and insurers, SS28/15 adds that the PRA expects Chairs to commit a significantly larger proportion of their time to their functions than other non-executive directors, and to keep themselves proactively informed about the board and its committees. The regulators do not publish a set number of days, and the right commitment depends on the firm’s size, complexity and current issues. A Chair in a firm going through remediation, a transaction or an authorisation will need far more time than in a steady year, so the letter of appointment should describe both the expected baseline and the expectation of additional time when needed.

Independence matters for the regulator as well as for the Code. A Chair who was recently an executive of the firm, who represents a major shareholder, or who has a commercial relationship with the firm can still be approved, but the firm should explain how the board’s independent challenge will be maintained, typically through a strong SID and independent committee chairs.

Compensation, indemnity and the personal accountability dimension

SMF9 compensation in UK regulated firms operates within constraints similar to other senior management functions — and within the constraints applicable to non-executive director compensation generally. Unlike the SMF1 (where compensation is structured as executive remuneration with bonus and equity components), SMF9 compensation is typically a fixed fee paid for the Chair’s time commitment, with no performance-related variable element. This reflects the non-executive nature of the role and protects the Chair’s independence.

Time commitment varies by firm size and complexity. A Chair role in a smaller Core firm will typically need materially fewer days a year than the Chair of an Enhanced or dual-regulated firm, where the committee structure, supervisory engagement and board cycle are all heavier. The fee level reflects the time commitment, the seniority of the role, and the firm’s classification.

Insurance and indemnity arrangements are an important part of the SMF9 offer. The Chair’s personal accountability under the regime means the candidate is exposed to potential regulatory action against them as an individual — including fines and prohibition from regulated employment — in addition to the standard director liabilities. Most regulated firms maintain D&O insurance; the scope and limits of that cover, including whether it extends to the costs of responding to a regulatory investigation, are a real consideration for SMF9 candidates and should be discussed during offer rather than after acceptance.

The reasonable steps test is the dimension that experienced candidates scrutinise most carefully. SMF9 candidates will examine the firm’s risk and compliance environment, the strength of the second line, the responsibilities map, the executive team’s track record, and any matters in the firm’s recent regulatory history. They are evaluating whether the firm is one where they can take reasonable steps consistently and document their decisions appropriately. Firms that present well on this dimension attract better candidates.

How Chair fees are set

There is no regulatory scale for Chair fees. They are set by the board (usually on the recommendation of the Remuneration Committee or, in smaller firms, the shareholders) and are driven by a handful of factors:

• Firm size and classification. Enhanced and dual-regulated firms pay more than Core firms, reflecting the heavier committee structure and the greater regulatory exposure.
• Expected time commitment. Fees track the number of days the role really needs, including committee attendance, supervisory meetings and preparation.
• Ownership. PE-backed, listed, mutual and family-owned firms each have different norms; PE-backed Chairs are sometimes offered an equity interest, which needs careful handling against independence expectations.
• Situation. A Chair joining during remediation, a sale process or a regulatory investigation will expect the fee to reflect the additional time and personal risk.
• Combined roles. Where the Chair also chairs the Nomination Committee, or sits on the Risk or Audit Committee, the fee usually reflects that work, either within a single all-in fee or as separate committee fees.

Chair fees are usually set as a single annual fee, reviewed periodically rather than annually, with a clear statement of the days expected and how additional days are handled. Variable pay and performance-linked bonuses are not appropriate for an independent Chair. For published data on NED and Chair fee levels in the UK, see our guide to non-executive director fees in the UK, which draws on sourced market data.

Common SMF9 search pitfalls

Several patterns recur in SMF9 searches that go off-track. Each is avoidable with deliberate planning at the start.

Treating SMF9 as a relationship-led shortlist rather than a search. Boards that approach SMF9 succession by asking existing Board members to nominate candidates from their networks frequently end up with a narrow shortlist and a less rigorous selection. The candidate may be excellent — many SMF9 appointments come through this route — but the process risks weakness in the comparison. Strong searches combine network-led introductions with structured market mapping.

Drafting the Statement of Responsibility around the chosen candidate. SoRs that have been retrofitted to fit a chosen candidate tend to be weaker than SoRs built first. The retrofit version often has gaps that the regulator will probe during approval, and creates the first-year governance issue that some prescribed responsibility is unclearly allocated. The fix is to draft the SoR as part of the role specification, before the candidate is selected.

Underestimating the regulatory timeline. Boards that have not factored up to three months of regulatory review into Chair succession often end up with regulatory gaps, interim Chair arrangements, or compromises on the strongest candidate. The fix is to start the search earlier than the comfortable timeline suggests — particularly given that the most credible candidates often have current commitments that need orderly handover.

Underspecifying the Chair-CEO scope. Specifications and offers that leave the boundary between Chair and CEO scope ambiguous create first-year governance issues. The strongest appointments include explicit conversation about the Chair-CEO division of responsibility before the candidate accepts.

Skipping supervisory engagement before the formal application. For Enhanced firms, or where the candidate has anything in their history that requires explanation, an informal pre-application conversation with the firm’s supervisor is often valuable. It signals to the regulator that the firm is approaching the appointment seriously and provides early indication of any concerns the regulator might raise.

Treating the Chair appointment in isolation from broader Board changes. Chair appointments often coincide with refreshes elsewhere on the Board — new SID, refreshed committee chairs, executive changes. Specifications and offer conversations that address the wider Board picture land more credibly with candidates and with the regulator than those that present the Chair appointment as a standalone event.

Letting the outgoing Chair run the process. The Code expects the Nomination Committee to lead board appointments, and a Chair should not chair the committee when it is dealing with the appointment of their own successor. Boards that let the outgoing Chair shape the brief and the shortlist often end up recruiting a near-copy of the previous Chair rather than the profile the next phase needs.

SMF9 interview questions

A Chair interview should test judgement and board leadership more than technical knowledge. The questions below are the ones we find most useful, grouped by what they are designed to reveal. Use them across the Nomination Committee interview and, where there is one, the conversation with the CEO.

Board leadership

• Describe a board you chaired or sat on that was not working well. What did you change, and how did you know it had worked?
• How do you make sure a quiet non-executive director is heard, and how do you handle one who dominates?
• Tell us about a time the board disagreed with the CEO on something significant. How was it resolved, and how was the disagreement recorded?

Regulatory accountability

• What would you expect to see in your Statement of Responsibilities, and what would you refuse to accept in it?
• How would you show the regulator that you had taken reasonable steps on board oversight if something went wrong?
• What does a good Consumer Duty board report look like, and what would make you send one back?

Culture and conduct

• How have you tested whether the culture described to the board matches the culture experienced by staff and customers?
• What information would you want on the board agenda that the executive might prefer not to bring?

The Chair-CEO relationship

• How often would you expect to speak to the CEO between board meetings, and what would those conversations cover?
• At what point would you conclude that the CEO needed to be replaced, and how would you handle it?

Commitment and independence

• Talk us through your other commitments and how you would make the time if the firm hit a serious problem.
• Is there anything in your relationships with the firm, its shareholders or its advisers that the board should know about?

Strong answers are specific, describe what the candidate actually did rather than what the board did in general, and acknowledge things that went wrong. Our wider NED interview questions guide covers questions for the other board roles.

The new Chair’s first 90 days

The first three months set the tone for the Chair’s tenure, with the board, the executive and the supervisor. A structured plan helps, and the regulator is likely to ask about it if it interviews the candidate.

Days 1 to 30: listen and learn. One-to-one meetings with every director, the SMF holders, the heads of compliance, risk and internal audit, and the external auditor. Read the last year of board and committee papers, the responsibilities map, the latest Consumer Duty board report, the operational resilience self-assessment and any recent regulatory correspondence. Complete regime training if the Chair is new to SMCR.

Days 31 to 60: meet the supervisor and set the agenda. Where the firm has a named supervisor, arrange an introductory meeting. Agree with the CEO how the two of you will work, including how often you speak and what you expect to be told immediately. Reset the board’s annual agenda so that strategy, risk, culture and customer outcomes all have dedicated time.

Days 61 to 90: decide what needs to change. Agree priorities for the board effectiveness review, identify any gaps in board composition or committee chairs, and confirm that the SoRs and responsibilities map are consistent. Agree the succession plan for the board and for the Senior Managers, including cover arrangements if any of them, such as the SMF16 or SMF17, were to leave at short notice.

The new Chair should write down what they found and what they did. If the regulator ever asks what steps the Chair took on arrival, a dated record of the induction programme and early decisions is the best evidence available.

How Exec Capital approaches SMF9 mandates

Exec Capital runs SMF9 mandates as integrated governance-and-regulatory searches. The governance dimension — Board effectiveness, Chair-CEO scope, succession planning, committee composition — receives the same rigour we bring to any board-level appointment. The regulatory dimension is built in from the brief, not added at the end. We work through the Statement of Responsibility outline with the firm, identify the candidate pool with prior SMF9 approval first and step-up candidates second, and structure the timeline around the realistic regulatory approval window. Every search is run by our specialist team, with Adrian Lawrence FCA overseeing each mandate. For Chair appointments outside the regulated sector, see our chairman recruitment service and our practical guide on how to hire a chairman.

Our regulated-firm practice covers the full set of senior appointments under SMCR — SMF1 CEO, SMF3 Executive Director, SMF4 CRO, SMF24 Chief Operations Function and SMF9 Chair, alongside the senior C-suite, director-level and specialist roles that operate within regulated firms. Where the appointment falls within a sister firm’s specialism — finance and compliance functions including SMF2, SMF16 and SMF17 (FD Capital) — we make the introduction directly and work alongside the relevant team. Where a board is appointing a new Chair while also needing compliance or MLRO cover, our guide to interim and fractional SMF16 and SMF17 cover explains the options. For the broader non-executive director landscape outside the SMF9 designation specifically, our specialist sister firm NED Capital covers wider board appointments.

For boards beginning Chair succession or refreshing how they approach previous searches, we offer a structured initial conversation that walks through the responsibilities map, the role specification and the realistic candidate pool before any formal mandate begins. For more on the broader SMF cluster, see our SMF Roles guide. For the corresponding executive role, our SMF1 CEO hiring guide sets out how we approach CEO appointments under SMCR. To discuss a specific appointment, start with our Chair of regulated firm recruitment page.

Further Reading and Authoritative Sources

For the FCA’s authoritative guidance on the SMCR and the SMF9 designation, see the FCA’s SMCR overview and its page on SM&CR categorisation for solo-regulated firms. The FCA’s page on applying for a senior management function sets out the Form A requirements for SMF appointments. The Phase 1 changes are in PS26/6, and the Phase 2 proposals in CP26/37 and the PRA’s CP14/26.

For the broader regulatory framework, see the FCA’s Consumer Duty and the Operational Resilience policy, both of which create Board-level responsibilities the Chair leads on. The PRA’s supervisory statement SS28/15 on individual accountability covers the dual-regulated firm context for firms that are both FCA and PRA regulated, including the PRA’s expectations of the Chair.

For corporate governance frameworks that complement the SMCR, see the UK Corporate Governance Code published by the Financial Reporting Council, which is the foundational governance reference for listed companies and is widely used as a benchmark by regulated firms more broadly. The Institute of Directors publishes governance guidance particularly relevant to Chair effectiveness, Board evaluation, and the Chair-CEO relationship.

Frequently asked questions

What does SMF9 stand for?

SMF9 is Senior Management Function 9, Chair of the Governing Body, under the Senior Managers and Certification Regime. It covers the person who chairs the board of a firm in scope.

Does every FCA-regulated firm need an SMF9?

No. It applies to Core and Enhanced solo-regulated firms that have a Chair, and to dual-regulated firms as a PRA function. A Core firm without a Chair does not have to appoint one because of the regime, and Limited Scope firms use SMF29 instead.

Will SMF9 move to a notification regime?

Not under the current proposals. FCA CP26/37 and PRA CP14/26, published in October 2026, keep SMF9 as a pre-approved function, while proposing that SMF10 to SMF14 become notified roles. Final rules are expected in the first half of 2027.

How long does SMF9 approval take?

The FCA must decide a complete application within three months; Phase 2 proposes cutting this to two months. Incomplete regulatory references or missing criminal records checks are the most common causes of delay, so the end-to-end timeline from search to start is usually several months.

Can the Chair also be the CEO?

In a dual-regulated firm, no: the PRA expects SMF1, SMF2 and SMF9 to be held by separate individuals. In solo-regulated firms the regime does not prohibit it outright, but the UK Corporate Governance Code says the roles should be separate and the regulator will expect strong justification for combining them.

Which prescribed responsibilities does the Chair hold?

It depends on the firm. In most Core firms, none. In Enhanced firms, the Chair may hold a PR on the independence of internal audit, compliance or risk where no committee chair does. In PRA firms, the Chair is expected to lead the board’s development of the firm’s culture and oversee the fitness and propriety of notified NEDs.

Can someone cover as Chair while approval is pending?

Yes, for a temporary or reasonably unforeseen absence. Since PS26/6, the firm must apply within 12 weeks and the cover can continue until the regulator decides. Phase 2 proposes extending this to 18 weeks.

How long can a Chair stay in post?

SMCR sets no limit. Companies applying the UK Corporate Governance Code expect the Chair not to remain beyond nine years from first appointment to the board, with a limited extension possible if clearly explained. Many regulated firms follow the same approach.

Should a Chair be paid a bonus?

No. Chair fees should be fixed, reflecting time and responsibility. Performance-related pay would compromise the Chair’s independence.

Can a first-time Chair be approved?

Yes. The firm will complete the longer Form A if the candidate has not held an SMF recently, and needs to show a credible competence case, a structured induction and an experienced board around the new Chair.