Chairman Recruitment

Exec Capital is a specialist Chairman recruitment agency placing Chairmen with UK boards across every sector and ownership type. We conduct permanent Chairman searches, interim Chairman appointments, and non-executive Chairman placements — retained executive search for every mandate, with Adrian Lawrence FCA overseeing each search. No other appointment a board makes carries the same governance weight as the Chairman. The quality of the individual in that role determines the quality of the board’s decision-making, the effectiveness of the CEO relationship, and the confidence of investors and other key stakeholders in how the organisation is led.

The UK Corporate Governance Code published by the Financial Reporting Council sets out the expectations for Chairman leadership across UK listed and large private companies. The Institute of Directors and the Chartered Governance Institute both publish guidance on Chairman responsibilities and board leadership standards that inform how Exec Capital assesses and profiles Chairman candidates. For interim Chairman appointments at short notice, see our Interim Chairman page. For NED appointments alongside or separately from the Chairman role, see our sister practice NED Capital.

The Role of a Chairman

The Chairman’s role is distinct from every other board appointment. The Chairman does not run the business — that is the CEO’s mandate. The Chairman leads the board — ensuring it functions effectively as a collective governance body, that the CEO is properly supported and challenged, and that the organisation’s key stakeholders have confidence in its leadership. This distinction is fundamental and frequently misunderstood when Chairman briefs are written by organisations that have not held the role before.

Board leadership and governance. Chairing board meetings, setting the board agenda in collaboration with the CEO and Company Secretary, ensuring the board makes decisions through a properly constituted governance process, and maintaining the standards of corporate governance that the organisation’s ownership type and regulatory context require. In listed companies this means compliance with the UK Corporate Governance Code. In PE-backed businesses it means managing the investor board dynamic and the relationship with the operating partner. In private companies it means establishing the governance discipline that gives investors, lenders, and other stakeholders confidence in how the business is run.

CEO relationship — support, challenge, and accountability. Providing the CEO with experienced board-level counsel, challenging strategic and operational decisions constructively, and ensuring the board holds the executive to account without micromanaging. This relationship is the most important single factor in determining whether a Chairman appointment is effective. A Chairman who cannot challenge the CEO with independence and credibility, or who cannot maintain the CEO’s trust while doing so, is not fulfilling the governance accountability of the role.

Investor and stakeholder confidence. Maintaining the confidence of institutional investors, PE sponsors, lenders, major shareholders, and — in regulated businesses — regulators. The Chairman is typically the board’s primary point of contact for major investors and the individual who manages the most sensitive governance conversations that the CEO should not be managing alone. The International Corporate Governance Network sets the principles for shareholder engagement that institutional investors apply in their assessment of Chairman effectiveness.

Board composition and succession. Ensuring the board has the right composition of Non-Executive Directors — the appropriate mix of skills, experience, independence, and diversity — and leading the nomination committee process for NED appointments and CEO succession. This is one of the Chairman’s most consequential long-term contributions: a well-composed board with a clear succession plan is a materially more valuable governance asset than one that has not been actively managed.

When Boards Need a New Chairman

Founder transition to professional governance. The transition from a founder-controlled business to one governed by an independent board is one of the most significant governance milestones a business makes — and one of the most frequently delayed. An experienced Chairman who has managed this transition in comparable businesses can accelerate it significantly, building the board’s authority, establishing the governance processes that institutional investors and lenders expect, and managing the founder relationship with the care and credibility the transition requires.

Private equity investment. PE investors typically require an independent Chairman with relevant sector and PE governance experience from the outset of investment. The Chairman’s role in a PE-backed business is distinct from other contexts — managing the investor board, overseeing the work of the remuneration and audit committees, leading the CEO assessment process, and providing the independent governance oversight that PE investors require from a non-executive perspective. An experienced PE-backed Chairman who understands this context provides the governance credibility that strengthens the investor relationship and protects the CEO from excessive operational interference.

CEO succession. Chairman-led CEO succession is one of the most consequential governance processes a board manages. The Chairman who leads this process well — defining the brief rigorously, engaging the right search firm, managing the assessment process independently, and onboarding the incoming CEO effectively — creates governance value that persists for years. The Chairman who leads it poorly, or who allows conflicts of interest to distort the process, creates a governance risk that typically takes years to resolve.

Governance crisis or board dysfunction. Where a board has fractured — through a shareholder dispute, a loss of confidence in the CEO, a regulatory investigation, or a significant governance failure — a new Chairman provides the independent authority to stabilise the governance situation, lead any necessary restructuring of the board or executive team, and restore stakeholder confidence. This is the most sensitive Chairman mandate and requires an individual with direct experience of complex board situations and the personal authority to manage difficult shareholders and executives simultaneously.

Planned Chairman retirement or succession. The planned succession of a long-serving Chairman is one of the governance processes that boards most frequently delay — often until the incumbent has been in post for longer than is optimal for governance independence. An orderly Chairman succession, managed through a proper nomination committee process and retained search, produces a materially better outcome than a rushed appointment made under time pressure.

Pre-IPO or pre-transaction governance. A business preparing for an IPO, a significant M&A transaction, or a major fundraising round requires Chairman-level governance credibility that satisfies the scrutiny of institutional investors, investment banks, regulators, and legal advisers. An experienced independent Chairman appointed ahead of a transaction provides the governance quality signal that facilitates the process and the personal network that often accelerates it.

Chairman Recruitment: Our Search Process

Every Chairman search at Exec Capital is conducted on a retained basis, run by our specialist team with Adrian Lawrence FCA overseeing each mandate. Exec Capital does not conduct contingency Chairman recruitment. The Chairman appointment is too consequential and the candidate market too relationship-driven for a contingency approach to produce the right outcome.

The search begins with a structured briefing conversation that establishes the business context, the ownership structure, the board’s current composition and dynamics, the CEO relationship requirements, the specific governance challenge the Chairman appointment is intended to address, and what success looks like at twelve and thirty-six months. From this brief, Exec Capital produces a research-based longlist of candidates — not a database search of available NEDs, but a specific identification of individuals whose Chairman track records match the mandate requirements.

The length of a permanent Chairman search depends on the brief and the candidate pool, and we agree the timetable with you at briefing. For interim Chairman requirements — where a governance gap must be filled at short notice — we focus on candidates who are available to start quickly. See our Interim Chairman page.

Non-Executive Chairman vs Executive Chairman

The distinction matters for brief definition and candidate selection. A non-executive Chairman — the standard model in UK governance — is an independent board member who leads the board without executive management responsibilities. They do not run the business; they lead the governance of it. This is the model recommended by the UK Corporate Governance Code and the model Exec Capital places in the majority of its Chairman searches.

An executive Chairman combines the Chairman’s governance responsibilities with executive management authority — typically in smaller businesses or in transitional periods where the business needs a single senior leader to carry both the board and operational leadership simultaneously. This model is generally discouraged in larger or listed businesses as it concentrates too much authority in a single individual and undermines the independence of board oversight. Exec Capital advises on which model is appropriate for the specific business context and ownership structure.

Chairman Recruitment Agencies: How Exec Capital Is Different

The Chairman recruitment market is dominated by large generalist executive search firms who place Chairmen alongside hundreds of other roles, and by NED-focused boutiques who focus primarily on Non-Executive Director appointments. Exec Capital occupies a distinct position — a C-suite and board specialist that conducts every search as a retained mandate, run by our specialist team with Adrian Lawrence FCA overseeing each mandate, with a network built specifically around executive and board-level placements rather than the broader NED market.

For businesses that need both a Chairman search and a broader NED board composition review, Exec Capital works in partnership with its sister practice NED Capital, which specialises exclusively in Non-Executive Director appointments across all sectors and ownership types.

The Candidate Profile We Work With

Substantive Chairman experience in comparable businesses. Candidates who have held the Chairman role — with full governance accountability, a functioning CEO relationship, and investor or stakeholder responsibility — in businesses of comparable scale, sector, and ownership type. Non-Executive Director experience in comparable businesses is relevant context but is not a substitute for substantive Chairman accountability. Exec Capital establishes this distinction explicitly in every search.

Ownership-type relevance. The governance demands of a PE-backed business, a listed company, a family-controlled business, and a private company backed by institutional investors are materially different. A Chairman who has chaired PE-backed businesses exclusively may not be right for a listed company, and vice versa. Exec Capital matches ownership-type experience to mandate requirements as a primary selection criterion.

Sector-relevant credibility. The Chairman’s credibility with the CEO, the management team, and key external stakeholders depends in part on the relevance of their sector background. In regulated sectors — financial services, healthcare, utilities — the Chairman’s regulatory literacy is a specific requirement. In technology businesses the Chairman’s understanding of product and commercial dynamics matters. Exec Capital considers sector credibility as part of every Chairman brief.

Independence and availability. A Chairman who holds too many other board roles will not have the time or bandwidth to fulfil the governance accountability of the role in a business that requires active board leadership. Exec Capital assesses portfolio commitments and confirms genuine availability as a standard part of the candidate evaluation process.

Chairman Salary and Remuneration: UK Market

Chairman remuneration in the UK is typically structured as an annual fee rather than a salary, reflecting the non-executive nature of the role. Fees vary significantly by business size, ownership type, time commitment, and the complexity of the governance environment:

• Chairman — private SME or founder-led business: the lowest fee band, typically for a small number of board days a year plus committee time
• Chairman — PE-backed mid-market: a higher fee, reflecting the higher time commitment and governance intensity of PE-backed boards
• Chairman — AIM-listed company: higher again, reflecting regulatory obligations and public company governance responsibilities
• Chairman — FTSE-listed or large corporate: the top of the market, disclosed in the company’s annual remuneration report
• Interim Chairman — day rate: agreed at the outset for intensive mandates during governance transitions or crisis situations; for interim appointments made through Exec Capital the day rate includes our fee

In PE-backed businesses, the Chairman may also receive equity participation alongside the board fee. Exec Capital provides market rate guidance as part of every Chairman search brief, and our guide to non-executive director fees in the UK explains how board fees are set.

Frequently Asked Questions

How long does a Chairman search take?

It depends on the brief and the candidate pool; we agree the timetable with you at briefing. It can be shorter where the network match is strong and the brief is well-defined, longer where the governance context is complex or a dual-track internal and external search is required. Call 0203 834 9616 to discuss your timeline.

What is the difference between a Chairman and a Non-Executive Director?

The Chairman leads the board — chairs meetings, sets the agenda, manages the CEO relationship, and is the primary point of contact for major investors and regulators. A Non-Executive Director is a board member who contributes to collective decision-making but does not lead the board. The Chairman’s accountability, time commitment, and governance authority are substantially greater. For NED appointments, Exec Capital’s sister practice NED Capital specialises exclusively in this market.

Should the Chairman be recruited before or after the CEO?

Where both appointments are needed simultaneously — as in a business establishing its first proper board — recruiting the Chairman first is generally preferable. The Chairman can then lead the CEO search with the independence and governance authority that a board-led process requires, producing a materially better CEO appointment than one led by founders or existing executives who may have conflicted views on what the CEO role requires.

Can the Chairman also be the Company Secretary?

In practice, no. The UK Corporate Governance Code makes the Company Secretary responsible for advising the board on all governance matters, with appointment and removal a matter for the whole board, which only works if the two roles are held separately. The Company Secretary supports the Chairman and the board in their governance functions; they cannot simultaneously be the individual being supported. For Company Secretary appointments, see our Company Secretary Recruitment page.

What is the difference between a Chairman and an Executive Chairman?

A non-executive Chairman leads the board without executive management responsibilities. An executive Chairman combines board leadership with executive management authority — a model generally appropriate only in smaller businesses or short-term transitional situations. The UK Corporate Governance Code recommends against the executive Chairman model for larger and listed companies as it concentrates authority and undermines board independence. Exec Capital advises on which model is appropriate for each business context.

Related Services

NED Recruitment | London Non-Executive Recruitment | Listed Company NED | Financial Services NED | Family Office NED

How should the Chairman manage the CEO relationship?

The most effective Chairman-CEO relationships are characterised by clarity of respective accountabilities from the outset, a structured communication cadence between formal meetings, genuine mutual trust, and the Chairman’s ability to provide independent challenge without undermining the CEO’s authority with the management team. Exec Capital includes governance design in every Chairman brief as standard, because a Chairman-CEO relationship without clear boundaries is one of the most common causes of board dysfunction in otherwise well-run businesses.

How a Chairman Search Works

Every chair appointment is different, but the stages are consistent. We agree the timetable with you at briefing, because the length of each stage depends on the board, the shareholders and, for regulated firms, the regulatory approval that sits behind the appointment.

1. Briefing. We meet the outgoing chair or senior independent director, the CEO and the main shareholders or investor directors. We agree why the board needs a new chair now, what the board must look like in three years, and what the chair must bring that the board lacks today.
2. Specification. We write the role specification with you: time commitment, committee roles, expected term, conflicts that would rule a candidate out, the fee structure, and whether the role carries a senior management function. Our chairman job description sets out the usual starting point.
3. Research and approach. Our specialist team maps serving and former chairs, experienced NEDs ready for a first chair role, and senior executives stepping into board careers, using the board network we share with NED Capital. Approaches are made discreetly, because chair searches are often confidential until the appointment is announced.
4. Shortlist. You receive a short, assessed list with our view on each candidate’s chair record, independence, capacity and fit with the existing board and CEO.
5. Interviews and assessment. We arrange meetings with the nomination committee or the board panel, the CEO and the main shareholders, and help you compare candidates against the agreed specification.
6. Referencing and due diligence. We take references from fellow directors, CEOs and investors, check other directorships and time commitments and, for regulated firms, prepare the candidate for the fitness and propriety assessment.
7. Appointment and induction. We support the letter of appointment, fee and term, and keep in touch through the first board cycle so the new chair settles quickly.

Adrian Lawrence FCA oversees each mandate and our specialist team runs the search day to day. If you want more detail on preparing the board for the process, see our guide on how to hire a chairman.

Permanent, Interim or Part-Time Board Leadership: Which Fits?

Most chair appointments are permanent non-executive roles for a defined term. Some boards need cover first, or need senior board-level advice before they are ready to appoint a chair at all. The table below sets out the formats we recruit for.

Format	What it is	When it fits
Permanent chair	A non-executive chair appointed for a defined, usually renewable, term under a letter of appointment, paid an annual fee.	Planned succession, a first independent board, new investment, preparation for a listing or a sale.
Interim chair	An experienced chair who steps in for a fixed period, often with a heavier time commitment than a permanent chair. See our interim chairman service.	A sudden departure, a governance crisis, a shareholder dispute, or a gap while the permanent search runs.
Part-time board adviser	A senior adviser who works with the founder or board a few days a month without a formal chair role, through our board advisory service.	Founder-led businesses not yet ready for an independent board, or boards that want help before deciding on a permanent appointment.

Executive capacity can be added alongside the chair in the same way. Many growing businesses pair a new chair with a fractional C-suite executive, such as a part-time CFO, while the board is being built.

Chair Rules Under the UK Corporate Governance Code

For listed companies, the UK Corporate Governance Code 2024 sets the main expectations for the chair on a comply-or-explain basis. It has applied since 1 January 2025, and many private and PE-backed boards use it as a benchmark. The points that most often shape a chair brief are:

• Independence on appointment. The chair should be independent on appointment, assessed against the circumstances set out in the Code.
• Separate chair and CEO. The roles of chair and chief executive should not be held by the same person, and a chief executive should not become chair of the same company.
• Tenure. The chair should not remain in post beyond nine years from the date of first appointment to the board. A long-serving NED may therefore have limited runway as chair.
• Audit committee. The chair of the board should not be a member of the audit committee.
• Remuneration committee. The chair may be a member of the remuneration committee only if they were independent on appointment, and cannot chair it. See our remuneration committee chair recruitment service for that seat.
• Nomination committee. The chair usually chairs the nomination committee, but should not do so when the committee is dealing with the appointment of their own successor. The senior independent director normally leads that process. Our senior independent director recruitment service covers the SID role.

These rules matter for the brief. A candidate who would also be expected to chair the remuneration committee, or who previously served as the company’s CEO, may not fit a listed board, even if they would suit a private one.

Chairs of FCA-Regulated Firms: SMF9

At FCA solo-regulated firms the chair of the governing body holds the SMF9 Chair function under the Senior Managers and Certification Regime. SMF9 applies at both Core and Enhanced firms; Limited Scope firms do not have it. Dual-regulated banks and insurers also need an SMF9 chair, approved by the PRA with FCA consent. Our regulated-firm chair recruitment service handles these appointments, and our SMF9 chair hiring guide explains the role in detail.

SMF9 is a pre-approval role: the candidate cannot take up the function until the regulator approves them. Under section 61 of FSMA the regulator must decide a complete application within three months, although the clock stops while it waits for information it has asked for. The FCA’s published median for senior manager approvals in 2025/26 was 25 days. Since the Phase 1 reforms of April 2026, a firm that loses its chair unexpectedly can appoint temporary cover and has 12 weeks to submit an application (SUP 10C.3A.6R). The FCA’s CP26/37 consultation, which closes on 22 January 2027, proposes extending that period to 18 weeks and moving several board roles, including the committee chairs and the SID, from pre-approval to notification. SMF9 would remain a pre-approved function under those proposals. The FCA’s Senior Managers Regime page sets out the current rules.

A new chair of a regulated firm will also look hard at the executive SMF holders. Small firms often find their compliance oversight (SMF16) and money laundering reporting (SMF17) roles are under-resourced. Both remain pre-approved roles, and a fractional SMF16 and SMF17 compliance officer working one or two days a week is often the practical answer.

Engagement and Fees

Chair searches are run on a retained basis. The fee structure is agreed with you at briefing and set out in writing before the search starts, so you know what is payable and when. Our guide to retained versus contingent executive search explains how the two models differ. For interim chair appointments, the chair is engaged on a day rate agreed at the outset, and that day rate includes our fee. The search covers briefing, the role specification, research, approaches, assessment, referencing, offer support and, for regulated roles, preparation for the regulatory approval process.

Who We Work With

We recruit chairs for founder-led and family-owned businesses forming their first independent board, PE-backed and venture-backed companies, AIM and other listed companies, FCA-regulated firms including brokers, wealth managers, payment businesses and lenders, and not-for-profit and membership organisations. Alongside the chair, we appoint non-executive directors, senior independent directors and committee chairs, including nomination committee chairs, so the board can be rebuilt as a whole rather than one seat at a time.

If you are an experienced chair or NED looking for your next board role, please register through our candidate registration page and see our current opportunities.

More Questions About Chairman Appointments

Who appoints the chairman of the board?

The board appoints the chair, normally on a recommendation from the nomination committee, and the appointment then follows the company’s articles and any shareholder or investment agreement. In PE-backed businesses the investor usually has a consent right over the appointment. For regulated firms, the FCA or PRA must also approve the SMF9 appointment before the chair takes up the role.

Does the chair need to be independent?

Under the UK Corporate Governance Code, the chair of a listed company should be independent on appointment. Private companies are not bound by the Code, but an independent chair is usually what investors, lenders and acquirers expect to see.

Can the chair sit on the audit or remuneration committee?

Under the Code, the chair should not be a member of the audit committee. The chair may sit on the remuneration committee if they were independent on appointment, but cannot chair it.

How long can a chair stay in post?

The Code says the chair should not remain in post beyond nine years from first appointment to the board, although a limited extension can be explained to shareholders in some circumstances, for example to support an orderly succession.

Does a chair of an FCA-regulated firm need approval?

Yes, at Core and Enhanced firms the chair holds SMF9 and must be approved before taking up the role. Our guide on how long FCA SMF approval takes covers the process and timetable.

Can a first-time chair be appointed to a regulated firm?

Yes, provided the candidate can show the competence and governance experience the role needs. Regulators look closely at first-time chairs, so the application and interview preparation matter. Our guide to first-time chair approval at FCA-regulated firms explains what to expect.

How much time does a chair commit?

It depends on the business. A chair of a private company may commit a day or two a month, while chairs of listed, PE-backed or regulated firms usually commit significantly more, with extra time in a transaction or crisis. We agree the expected commitment at briefing and check each candidate’s other roles against it.

How is a chair paid?

Usually by an annual fee under a letter of appointment rather than a salary, and in PE-backed businesses sometimes with an equity stake. Interim chairs are usually paid a day rate. The fees section above explains how chair fees are structured.

Related Chairman and Board Appointments

• Interim Chairman — Board leadership at short notice
• NED Capital — Specialist Non-Executive Director recruitment
• CEO Recruitment — Chief Executive search
• Company Secretary Recruitment
• Board of Directors Recruitment
• Chair of a Regulated Firm (SMF9) — Chairs for FCA- and PRA-regulated firms
• Senior Independent Director Recruitment
• C-Suite Recruitment — All permanent C-suite placements
• Private Equity Recruitment — Chairman and C-suite for PE-backed businesses

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Sources and Further Reading

• FRC — UK Corporate Governance Code: Chairman responsibilities and independence
• Institute of Directors — board leadership and Chairman guidance
• Chartered Governance Institute — governance standards for UK boards
• ICGN — international principles for shareholder engagement
• UK Private Capital (formerly the BVCA) — Chairman and board governance in PE-backed businesses
• FCA — Senior Managers Regime, including the SMF9 Chair function
• HMRC — IR35 guidance for non-executive and board appointments