The remuneration committee: who sets pay

Governance codes across the Gulf now require a remuneration committee at every listed company, so the interesting question is no longer whether one exists. It is whether it decides anything. JOH Partners' own research, set out in full in Who sets executive pay in the Gulf, examined committee practice across listed and family-controlled platforms and found the gap between constitution and authority is the defining feature of Gulf remuneration governance in 2026: the committee exists on the organisation chart in most listed companies, and the number is still set elsewhere in a meaningful share of them.

A remuneration committee that exists is not one that decides

The regulatory position is now unambiguous. The UAE's Securities and Commodities Authority requires listed public joint-stock companies to establish a Nomination and Remuneration Committee of at least three non-executive board members, a majority independent, chaired by an independent director. Saudi Arabia's Capital Market Authority requires a nomination and remuneration function under Article 15 of its Corporate Governance Regulations, chaired by an independent director, with members barred from executive roles. Qatar's Financial Markets Authority folded an updated remuneration committee requirement into its new Governance Code for Listed Companies, effective August 2025. Bahrain and Oman both mandate the committee under their own codes. On paper, the Gulf's listed markets have converged on a broadly consistent model: an independent, non-executive body with formal responsibility for pay policy.

What the codes cannot mandate is whether that body is actually deciding, rather than ratifying a number set before the meeting starts. A remuneration committee that meets quarterly, reviews a paper prepared by management, and approves it without amendment is compliant with every code cited above and is not, in any functional sense, setting executive pay. The gap between formal constitution and substantive authority is where JOH's research on this question focused, because it is the gap that determines whether a governance code has changed behaviour or simply changed paperwork.

Where family control changes the picture

The regulatory convergence above describes listed companies. It says almost nothing about the much larger population of Gulf family-controlled businesses that remain unlisted, where remuneration governance is frequently voluntary and, where a committee exists at all, sits alongside an informal family decision-making structure that predates it and often outranks it in practice. This is not a minor exception; family-controlled enterprises are the core of most GCC economies, and the governance gap in this population is the more consequential story.

A joint 2024 survey by PwC and the Pearl Initiative of governance practices in GCC family firms found that 53 per cent of respondents had no family governance structures in place at all, and only around half had clearly defined the separate responsibilities of family shareholders, the board and management. In that condition, a remuneration committee can exist on paper, satisfying a listing requirement or an IPO readiness checklist, while the family patriarch or a small group of family principals continues to set senior pay informally, sometimes overriding the committee's own recommendation without a formal mechanism requiring them to explain why. JOH's own research on chairs in Gulf-listed family businesses documented the same underlying pattern from the chair's seat: formal governance titles that coexist with informal family authority, and the credibility gap that creates for outside directors and the executives they are meant to be protecting.

Figure 01FIG-01

What GCC governance codes require of a remuneration committee

Market	Requirement	Independence standard
UAE	Nomination and Remuneration Committee, at least 3 non-executive members	Majority independent; independent chair
Saudi Arabia	Nomination and remuneration function under Article 15	Independent chair; no executive directors as members
Qatar	Remuneration Committee under the 2025 Governance Code	At least 3 non-executive members, majority independent
Bahrain	Remuneration committee under the Management and Corporate Governance Code	Comply-or-explain; independence expected, not absolute
Oman	Nomination and remuneration committee under the CMA Code	Mandatory as a listing requirement

The four things a functioning committee actually holds

JOH's reading of committee practice across the region, reconciled against its own mandate observations and the Gulf Executive Reward Report 2026, suggests a functioning remuneration committee can be identified by four concrete things it holds, none of which a code can mandate directly. The first is a written pay policy the committee itself authored, rather than one drafted by management and formally adopted. The second is benchmarking data the committee has commissioned or reviewed independently, rather than a single management-supplied comparator set. The third is disclosure the committee stands behind publicly, which forces the underlying reasoning into the open rather than leaving it as an internal memorandum. The fourth, and the clearest tell, is a documented instance of the committee declining or materially amending a proposed pay outcome; a committee that has never said no has never really been tested.

A governance code can force a company to constitute a remuneration committee. It cannot force the committee to say no to the person who controls the company. The difference between those two things is the entire story of executive pay governance in the Gulf right now.

The chair carries particular responsibility here, because an independent chair with genuine standing is the single largest determinant of whether a remuneration committee functions or merely convenes. JOH's playbook on the first hundred days of chair onboarding sets out how quickly a new chair's credibility with a controlling family is tested; remuneration authority is frequently one of the earliest and clearest tests, because it requires the chair to potentially disagree with the person who appointed them. Boards refreshing their composition, a process JOH examines in Board refreshment: building the right mix for what's next, should treat remuneration committee independence as a specific criterion in that refresh, not an assumption that follows automatically from adding non-executive directors.

What this means for a board building the committee properly

A board that wants a remuneration committee to function rather than merely exist should start by separating the committee's formal mandate from the family's informal decision rights, in writing, and agreeing explicitly what the committee alone decides. JOH placed the first non-family chief executive into a three-billion-dollar Saudi industrial group, a transition that required exactly this kind of explicit boundary-setting between family authority and executive governance to hold; remuneration committee authority is one of the clearest places that boundary is tested in the years that follow such an appointment. Obediah Ayton's discussion of family office leadership in the UAE, including risk and the entrepreneurial mindset that still runs many of these platforms, touches the same tension from the family's side: professionalising governance without eroding the ownership identity that built the business in the first place.

Continuous visibility of the executive layer, the kind platforms such as Board Pulse are built to give a chair and a remuneration committee, helps close the gap between constitution and authority by making pay decisions, benchmarking and outcomes visible on an ongoing basis rather than reconstructed once a year for a single board meeting. A committee with continuous data behind it is harder to reduce to a rubber stamp, because the evidence it would need to justify a departure from its own policy is already in front of it.

Where boards go from here

The codes have done their job; every major Gulf listing venue now requires a remuneration committee, independent in composition and formally responsible for pay policy. The work that remains is not regulatory, it is cultural and structural: converting a committee that exists into a committee that decides, particularly inside the family-controlled businesses that make up the bulk of the region's private economy and sit outside the reach of listing rules altogether. Boards that do this work now, before an IPO or a governance review forces the question, will find the committee ready when the number actually matters. Boards that treat the committee as a compliance formality will discover, usually at the worst possible moment, that nobody in the room has the standing to say no.

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Key takeaways

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JOH Partners is an executive search and senior executive recruitment firm advising boards, family groups and sovereign-adjacent platforms on governance, succession and senior compensation structures across the GCC, the UK and Singapore. Boards building or reviewing remuneration governance can request a Board Pulse demo for continuous visibility of the executive layer, or engage a partner for a confidential conversation about board composition and committee authority.