Executive Chairman vs CEO: Who Runs a Gulf Family Group

The question of executive chairman vs CEO comes up in a Gulf family group at one moment: when a founder or a second-generation principal decides to hand day-to-day control to a professional, and does not want to let go of the business altogether. The answer is often the executive chair. The principal keeps the chair, works most days, and hires a chief executive to run operations. Across the 1,000 or more senior mandates JOH Partners has closed since 2014, that arrangement works well when it is a time-limited handover with a written split of authority, and fails when it is allowed to become permanent. This piece sets out what the rules say about a chair who also executes, where the arrangement breaks, and what a board should write down before it starts. It is not legal advice.

Executive chairman vs CEO: what the structure is for

An executive chairman is a chair who also helps run the company, while a separate chief executive holds the operating role. That is different from the non-executive chair described in JOH's perspective on what the chair owns, who runs the board and not the business. It is also different from the combined role, where one person is chair and chief executive.

Families reach for it for understandable reasons. The principal built the group, or inherited it, and knows its customers, its lenders and its politics better than anyone. A professional chief executive hired from outside will take years to build that knowledge. The executive chair is a bridge. The principal keeps a hand on the relationships that matter and teaches the new chief executive the business, while the chief executive builds the operating team. Done well, the group gets the best of both for a limited period.

The trouble is that the structure hides a question. Two people now have authority over the same business, and the structure does not say which of them decides when they disagree.

What the rules say about a chair who also executes

For listed companies the rules lean against it. The UK Corporate Governance Code 2024, published by the Financial Reporting Council, says in Provision 9 that a chief executive should not become chair of the same company, and that if the board proposes it anyway it should consult major shareholders and explain its reasons. Provision 19 says the chair should not remain in post beyond nine years from first appointment to the board.

The Gulf rules go further in some places. The Saudi Capital Market Authority's Corporate Governance Regulations, in the text reviewed for this piece, prohibit the chairman of a listed company from holding any other executive position at the same time, and a board should check the article number against the current text. Qatar's governance code for listed companies, issued in 2025, makes separation of the chair and chief executive mandatory, and PwC's summary says the chair cannot hold an executive role or sit on any board committee. In the UAE the position is more permissive. As reported by Clyde and Co, Chairman's Board Resolution No. 24 of 2025 allows one person to be both chair and chief executive if the articles allow it and shareholders approve by special resolution, but at least 75 per cent of the board must then be independent and the permanent committees must be made up of independent directors alone.

Two cautions. These rules apply to listed companies, so a private family group is not bound by any of them. And they speak most directly to the combined role. Whether an executive chair with a separate chief executive falls inside a particular rule is a question for counsel. The direction of the rules is the useful part: regulators in the region treat a chair with executive power as a risk that needs managing, and a family group that adopts the structure by choice is taking on that risk by choice.

An executive chairman can be a good way to hand a business over. It is a poor way to run one, because two people cannot both have the last word.

A composite: the founder's son and the outside chief executive

This is an illustration built from several situations, with names and details changed. It is not a single client's case.

A founder steps back after thirty years, and his son, who has been on the board for a decade, takes the executive chair of a diversified group. The board hires a chief executive from an international listed company. In the first months it goes well. The son opens doors, the new chief executive builds a leadership team, and the family is relieved.

In the fourteenth month the chief executive proposes to close an underperforming business unit that the founder started. The son says the unit is part of the family's story and should be given another year. The chief executive says the numbers will not improve. There is no document that says who decides. The son's authority comes from the family's shares and the chair. The chief executive's comes from the board resolution that appointed him. The board has four independent directors, but none has been named as the person the others turn to, and none is willing to be the first to side against the family.

The unit is kept for a year. The chief executive's team notices that the chair's view outweighs his. Two of his direct reports begin to take important decisions to the son first. In month twenty-two the chief executive resigns, with a polite statement about differing views of the strategy. The family concludes that professional chief executives do not last, and the lesson it draws is the wrong one.

Why it works as a transition and fails as a permanent arrangement

The arrangement works while the chair's and the chief executive's interests are aligned, and the early months usually are. The chief executive needs the chair's introductions and the chair needs the chief executive to take operating work off his desk. Both can ignore the gaps in authority because nothing has tested them.

The test arrives with a decision the two see differently: a strategic bet, a senior hire, a pay award, a related-party deal. At that point the structure stops being a handover and starts being a contest. The chief executive cannot act without approval, the chair cannot step back without feeling that control has gone, and the organisation starts to ask both of them for decisions. In JOH's observation the first serious disagreement tends to arrive within the first eighteen months, and a structure intended as a bridge that has no end date turns into the way the group is run.

This ties to a point JOH made in its perspective on chair and CEO transition in GCC family businesses: the change of incumbent is a dated event, while the transfer of real authority is gradual and takes, on JOH's experience, a minimum of twelve to eighteen months. An executive chair is the mechanism for that transfer. A mechanism for a transfer should end when the transfer is complete.

The split of authority, written down

A board that wants the structure to work should settle five things on paper before the chief executive starts, and agree them with both people.

First, who signs. List the decisions the chief executive takes alone, the decisions that need the chair's approval, and the decisions that belong to the board. The list should be specific: capital spending above a stated amount, acquisitions and disposals, borrowing, and any dealing with a family member or a family-owned company. Second, who hires and removes the chief executive's direct reports. Third, who owns the budget, and whether the chair has any right to change it once the board has approved it. Fourth, what happens when the two disagree. The answer should be a named route to the board, with an independent director who convenes the discussion, and not a conversation between the two over dinner.

Fifth, and most important, the end date. A written term, with a review at the midpoint, and a statement of what the chair becomes on that date: a non-executive chair, or a director with a defined role. The date does not have to be fixed forever. It has to exist, because a structure with no end date has no way of telling the chief executive when the handover is meant to be over.

If the split of authority is not on paper, the first serious disagreement will settle it, and rarely in a way that both people accept.

Where this differs from the non-executive chair

A boundary is worth drawing with JOH's perspective on the chairman role, which describes the non-executive chair: authority over the board's process and the chief executive's accountability to it, and no authority over operations. This piece covers the case where the chair has some operating authority too. The two are connected, because the non-executive model is the destination the executive structure should move towards, and the chair role piece explains what the principal is meant to become when the handover ends.

Readers who are candidates for a chair role, or for a chief executive role under an executive chair, will find their questions covered in JOH's guide to the chairman interview. This piece is written for the board and the family.

Who the chief executive can turn to

The route to the board is the weakest part of most executive chair structures, and it is the part the board can fix at once. If the chair holds executive power, the board needs someone who can convene the independent directors without the chair, listen to the chief executive, and speak to the family. JOH's perspective on the senior independent director sets out what that role covers and why a group with independent directors but no named lead has independence on paper. JOH's research on chairs of Gulf-listed family businesses looks at how a chair's authority is exercised in that setting.

A board that wants a continuing view of how the chair and chief executive relationship is working, and not an impression at each meeting, can use platforms such as Board Pulse to track the signals between formal reviews: the pace of decisions, how often the chief executive's team escalates to the chair, and whether the handover is moving. JOH's group holdings sector page covers where the firm sees these structures most often, and JOH's engagement placing the first non-family chief executive into a Saudi industrial group shows what a first outside chief executive needs from the board. Obediah Ayton's conversation on family office leadership in the UAE is a useful companion for principals thinking about their own place in the structure.

The first disagreement is the test

Every executive chair structure is judged at the first disagreement. If the board has written down who decides, and the chief executive and the chair both know the answer, the disagreement is a normal piece of management. If it has not, the disagreement is a contest over who runs the group, and the family usually loses the chief executive it hired.

---

Key takeaways

---

JOH Partners is an executive search and senior executive recruitment firm advising chairs, family principals and boards of group holdings on chief executive, chair and wider board appointments across the GCC, the UK and Singapore. A board setting up an executive chair structure, or reviewing one that has stopped working, can request a Board Pulse demo to see how the relationship between chair and chief executive can be tracked between formal reviews, and can engage a partner for a confidential conversation about the appointment itself.