Senior Independent Director Interview: What a Chair Tests

Senior independent director interview questions are asked by a chair about a role that includes judging the chair. That is the difficulty, and good candidates say so. The person across the table has to show the chair they can be trusted with confidences. The nomination committee, meanwhile, needs to see that the same person will act if the chair loses the board's confidence. In the UK the role was built into the Corporate Governance Code for that purpose. Gulf family-controlled and listed boards are now creating it. JOH Partners, which has closed more than 1,000 senior mandates since 2014, sees it appear often without the history that makes it work.

This guide is for non-executive directors and senior leaders being considered for the role. It sits alongside the rest of the JOH interview guides and makes a distinction early. The non-executive director interview and the nomination committee assessment guide cover joining a board. This one covers taking the role that leads the chair's appraisal and holds the line to shareholders when the chair cannot. If you are also preparing for the other side of the table, the chair interview shows what a board asks of the person it appoints to lead it.

What are senior independent director interview questions really asking?

Usually three questions, none of them stated. Will you be loyal to me when I am right? Will you tell me when I am wrong? Will you act if I will not listen?

A chair who is secure will ask these in the open, in words like "How do you see the relationship between the chair and the senior independent director working?" A chair who is less secure may avoid the subject and talk about time commitment. Either way, the committee is listening for how you handle the tension. Candidates who promise unconditional support sound like a friend of the chair. Candidates who stress independence at every turn sound like a threat. The better answer sits in the middle and is specific: you will back the chair in public, you will say hard things in private, and you will say them early.

The role is described in the UK Corporate Governance Code as a sounding board for the chair and an intermediary for the other directors and shareholders. The text is on the Financial Reporting Council website. It reads dry. In a boardroom it is personal. A candidate who treats it as a procedure will sound as if they have never done it.

How do you answer questions about appraising the chair?

Expect to be asked how you would run the annual appraisal of the chair. The Code expects the non-executive directors, led by the senior independent director, to meet without the chair at least once a year for that purpose.

A form is not an answer. The panel wants to hear a process. Who would you speak to? How would you gather views from the executives as well as the non-executives, without making it feel like an ambush? How would you give the chair the result? What would you do if the chair disagreed? And what would you do if the findings were serious, and the chair did not accept them?

Give an example if you have one. Perhaps you took part in an appraisal of a chair, or gave difficult feedback to a chief executive or another senior person. What did you say? How did the person take it? What happened to the relationship afterwards? A real story, including one that went badly, shows the panel more than a clear framework does. The panel is usually looking for evidence that you can say a hard thing and still be asked to dinner.

A chair wants a senior independent director who will say the hard thing privately and early. What a chair fears is the one who says it publicly and late.

When would you act if the chair is the difficulty?

This is the test of nerve, and every good panel includes a version of it. The chair has been in the role for nine years and has started to dominate the agenda. Two directors have told you privately that they cannot speak freely in meetings. The chief executive has started going to the chair before going to the board. What do you do?

Answer in steps, because the order is the substance. Start with a private conversation with the chair, early, framed as a concern rather than a charge. If that does not change anything, speak to the other independent directors and agree what you are seeing. Take the matter to the nomination committee or the full board if the pattern continues. Only after those steps would you consider going to the major shareholders, and then with the other independents behind you, not alone.

Be careful not to sound eager. Directors do not want a senior independent director who is looking for a fight. They want one who has the patience to try the quiet routes first and the nerve to use the loud ones if they fail. Say what you would want to know before you acted, and what would make you stop. JOH's perspective on the board effectiveness review and what it misses explains why the signs of a chair problem often appear in the executive layer before they appear in a board survey.

Why are Gulf family-controlled boards creating this role now?

In JOH's observation, as listed companies and family groups bring more independent directors onto their boards, owners and regulators have started to ask a practical question: if one of those directors has a concern about the chair, who do they go to? The senior independent director is the answer the UK code gives. Where a Gulf board has independent directors but no one in that role, the first contested decision tends to reveal that nobody knows who is meant to speak.

The setting is different from London. In a family-controlled group the chair may also be the owner, or a close relative of the owner, and the shareholders the senior independent director might approach are often the same family. JOH's research on the new mandate for chairs in Gulf-listed family businesses shows how much the chair's role is changing, and what that does to the people around them.

So the questions a Gulf panel asks tend to be sharper on one point: independence from the family. How would you act if the chair and the principal shareholder wanted something the minority shareholders would not? How would you keep your standing with the family while keeping your independence from it? The honest answer is that you cannot do both without judgement and time, and that you would start building trust early. The role is easier to hold if you are known to the family as someone who keeps confidences and does not surprise them.

The chairman role and what the chair owns sets out where the chair's authority ends in a family group, and it is useful reading before you meet one.

What will the nomination committee test about your standing and time?

Besides the questions about the chair, the committee will test the facts. Are you independent under the relevant code? Have you been a director here, or a long-serving adviser, or a business partner of the family, in a way that would make others doubt it? How many other boards do you sit on? How much time can you give in a year when the board is working normally, and how much in a bad year?

Be ready with specific numbers on time. The senior independent director role is quiet most of the time. It is not quiet when a chair is leaving, a chief executive is under pressure, or a bid is on the table. Boards need someone who can give several days in a week at short notice. If your other commitments would make that hard, say so now. It is better to withdraw than to be the person who is not available when it matters. The non-executive director role and how to reach it covers the wider question of how a senior leader builds a board career in the Gulf.

Expect a question on standing, too. Will the other independent directors follow your lead? Have you chaired anything before: a committee, a review, a difficult meeting? A candidate who has chaired the audit or remuneration committee has shown that other directors will work with them. One who has not should say what they have done instead.

The role is quiet for years and then matters on one afternoon. A board is choosing the person it wants in the room on that afternoon.

What should you ask the chair?

Your questions show how you would behave in the job. A good first question is whether the non-executive directors have ever met without the chair, and how that was received. How the chair was last appraised, and by whom, tells you whether the appraisal is real. And what the board would do if it wanted to raise a concern about the chair's own succession is a question few chairs have prepared for.

Watch the answers closely. A chair who answers calmly, and has clearly thought about it, wants the role to work. A chair who is vague or defensive may want a senior independent director in name only, which is worth knowing before you accept. You are not being difficult by asking. You are showing that you understand what the job is.

How should you prepare?

Prepare three real examples. One is a time you disagreed with a chair, a chief executive or a major shareholder, and how you handled it. One is a time you kept a confidence when it would have been easier to share it. One is a decision that you took where you were the only person who could. Say each one aloud to someone outside your field, and cut every word they do not follow.

On the JOH podcast, Omar Al Busaidy on building influence across the UAE is worth hearing for what influence without formal power looks like, which is most of what this role is.

Candidates rehearse their cases for being appointed and rarely rehearse the awkward conversation they will have if they are. AssessYou is the candidate platform from JOH Partners, built on the diagnostics the firm uses on retained search mandates, and it gives you a way to hear how your answers sound before a chair does. For the hardest question in this interview, the free judgement under pressure interview question bank on AssessYou, with example answers, includes disagreeing with a CEO or board and delivering bad news to senior people, and both are close to what a chair will ask.

If the interview goes well, the chair will ask what you expect from the appointment. JOH's anonymised case study of the first non-family chief executive at a Saudi industrial group is a useful reminder of how much depends on the board around an appointment of that size, and on someone willing to speak when the board is divided. That is the case for this role.

The free banks at assess-you.com/interview-questions need no sign-in. Once you have read them, sign up to AssessYou to practise on your own CV and get candid feedback on every answer.