Who Appoints a Chairman of the Board? A Comprehensive Guide to Corporate Governance

The board of directors appoints the Chairman. In practice the nomination committee runs the process and recommends a candidate, the board votes, and in a listed company shareholders then confirm the appointment at the next annual general meeting. Shareholders do not choose the Chair directly, though a large investor can make its preference impossible to ignore.

That is the short answer. What follows is how the process actually runs, how it differs between listed, private and investor-backed companies, who appoints the other board roles, and what a well-run Chair appointment looks like.

The nomination committee runs it

In any company with a formal governance structure, the nomination committee owns the process. It defines the specification, oversees the search, interviews candidates and recommends one to the board.

One point catches boards out. The incumbent Chairman normally chairs the nomination committee — but must not chair it when the committee is dealing with their own succession. The UK Corporate Governance Code expects that process to be led by another director, ordinarily the Senior Independent Director. A Chair who presides over the choice of their own successor compromises the appointment before it is made.

The Code also expects the Chair to be independent on appointment, and that a chief executive should not go on to chair the same company. Neither is a legal requirement — the Code applies on a comply-or-explain basis to premium-listed companies — but both have become the default expectation for private and investor-backed boards. Further background is published by the ICAEW.

Who appoints whom

Role	Appointed by	Confirmed by
Chairman	The board, on nomination committee recommendation	Shareholders at the AGM (listed)
Chief Executive	The board	Shareholders, if also a director
Non-executive directors	The board, via the nomination committee	Shareholders at the AGM
Senior Independent Director	The board, from among the independent NEDs	No separate approval
Committee chairs	The board	No separate approval

Removal runs differently from appointment. Shareholders may remove any director by ordinary resolution under section 168 of the Companies Act 2006, regardless of who appointed them or what their service contract says. That power sits with the members, not the board — which is why a Chair who loses the confidence of a major shareholder is in a weaker position than the appointment process alone would suggest.

How it differs by company type

Listed companies. The most formal process. Nomination committee, external search firm, shareholder consultation with major institutions before announcement, and confirmation at the AGM. Institutional investors and their advisory bodies scrutinise independence and time commitment closely.

Private and owner-managed companies. Frequently the owner decides and the board ratifies. That is lawful and often sensible, but it becomes a problem when the company later takes external investment and the Chair turns out to be a friend of the founder with no independent standing. Appointing as though the process mattered, before it has to, saves a difficult conversation later.

Private equity-backed companies. The sponsor usually leads. Formally the board appoints, but in practice the investor identifies the candidate and the board confirms — and the Chair is often someone the sponsor has worked with before. Chair appointments in this setting carry a value-creation brief as much as a governance one, which is a distinct requirement in private equity executive search.

FCA-regulated firms. Additional layer. The Chair role is a senior management function requiring regulatory approval before appointment, which changes both the timetable and the candidate pool — see Chair of an FCA-regulated firm.

What a well-run appointment looks like

Four stages, and most boards underestimate the first.

Specification. Not a list of attributes — a statement of what this board needs over the next three years. Succession, a transaction, a regulatory relationship, a chief executive who needs steadying. Everything else follows from it.

Search. Usually external, and deliberately beyond the existing network. The purpose of independence is diluted if every candidate is already known to the incumbent directors.

Assessment and consultation. The whole board should meet the leading candidates, not only the committee. In listed companies, major shareholders are consulted before announcement. In investor-backed businesses, the sponsor’s view is settled early rather than late.

Appointment and filing. Board resolution, letter of appointment setting out the expected time commitment, and registration at Companies House where the Chair is a statutory director — which they almost always are, carrying the full duties that follow.

Expect three to six months end to end for a private company and longer where regulatory approval is required. Boards that begin the process when the incumbent resigns have already lost the time in which a considered appointment could have been made.

Frequently asked questions

Who appoints the chairman of the board?

The board of directors, acting on a recommendation from the nomination committee. In listed companies shareholders confirm the appointment at the annual general meeting. Shareholders do not select the Chair directly, although major investors are usually consulted first.

Who appoints the CEO?

The board, not the Chairman personally and not the shareholders. The Chair leads the process and is normally the CEO’s principal board contact, but the decision to appoint or remove is the board’s collectively.

Who appoints the board of directors?

Directors are appointed either by the board itself, subject to shareholder confirmation at the next general meeting, or directly by shareholders by ordinary resolution. The company’s articles set out which route applies. Shareholders can also remove any director under section 168 of the Companies Act 2006.

Can the CEO also be chairman of the board?

It is lawful in the UK, but the Corporate Governance Code provides that the roles should not be held by the same person, and listed companies must explain any departure. It occurs in private and founder-led businesses, though most boards separate the roles as they mature or take on outside investment.

How many chairmen can a company have?

One at a time. A company may appoint a deputy or vice-chairman, and a Chairman designate may be appointed ahead of a planned succession, but only one person chairs the board. Co-chair arrangements exist but are rare and generally transitional.

Does the chairman have to be a director?

In practice yes. The Chair leads the board and participates in its decisions, which requires being a member of it. They are almost always a registered director carrying the full statutory duties, including the duty to promote the success of the company.