Independent Directors on Gulf Boards, 2026: Paper and Practice

Independent directors on Gulf boards are now a matter of rule, not choice. The UAE requires at least one-third of a listed company's board to be independent. Saudi Arabia sets a floor of two directors or one-third of the board, whichever is greater. Qatar's new governance code for listed companies sharpens the focus on independence again. This report, the twentieth in JOH Partners' Gulf leadership series, asks the next question: whether independence survives in practice once a family, a controlling shareholder or a long friendship is involved. JOH's reading, drawn from public rules and its own board and non-executive mandates, is that Gulf boards have been good at meeting the count and slower at building what makes independence work: a named lead among the independents, a nomination process that the controlling shareholder does not run, and a limit on how long anyone stays independent.

What the Gulf codes now require

Three Gulf regimes matter most for a listed company, and each has moved in the last three years. In the UAE, the Securities and Commodities Authority amended its governance code in January 2024, under Decision No. 2/R.M of 2024, so that a majority of the board must be non-executive and at least one-third independent, as the law firm Al Tamimi summarised. In 2025 it moved on a different point. Chairman's Board Resolution No. 24 of 2025, effective 26 August 2025, allows one person to be both chair and chief executive if the articles allow it and shareholders approve by special resolution. In that case, Clyde and Co reports, at least 75% of the board must be independent, the permanent committees must be made up only of independent directors, and an independent vice chairman must lead in the relevant discussions.

In Saudi Arabia the Capital Market Authority sets its requirements in its Corporate Governance Regulations. Issuers' own board policies, such as one filed on the Saudi Exchange, cite a floor of at least two independent members or one-third of the board, whichever is greater. Independence is judged against a list of tests, set out in the next section. In Qatar, the Financial Markets Authority issued a new Governance Code for Listed Companies under Board Decision No. 5 of 2025. The PwC summary says it takes effect the day after publication in the Official Gazette, gives companies twelve months to comply, and brings a sharper focus on board independence. This report does not rely on the detail of the Qatari text for any figure.

The UK Corporate Governance Code 2024, published by the Financial Reporting Council, is used here only as a comparator. It applies to UK-listed companies, and Gulf boards are not bound by it. Provision 11 asks that at least half the board, excluding the chair, be independent non-executive directors. Provision 12 asks the board to appoint one of them as senior independent director.

Figure 01FIG-01

What the main regimes ask of independence on a listed board

Regime	What it asks	Date or status
UAE, SCA governance code	Majority non-executive; at least one-third independent	Amended January 2024
UAE, combined chair and chief executive	At least 75% independent; independent committees; independent vice chairman	Effective 26 August 2025
Saudi Arabia, CMA regulations	At least two independent members or one-third of the board, whichever is greater, as reported by an issuer; tests for independence	In force; issuer policy filings
Qatar, QFMA governance code	Sharper focus on board independence	Decision No. 5 of 2025; twelve months to comply
UK Code 2024 (comparator)	At least half the board, excluding the chair, independent; a senior independent director	Applies from 1 January 2025

How independence is tested

A director is independent, in the rules' language, when none of a list of relationships exists. The tests look at money, family, employment and time. The UK list in Provision 10 says that circumstances which are likely to impair, or could appear to impair, a non-executive director's independence include employment by the company or group in the last five years, a material business relationship within the last three years, additional pay beyond the director's fee, participation in a share option or performance-related pay scheme, close family ties with advisers, directors or senior employees, cross-directorships or significant links with other directors, representing a significant shareholder, and service of more than nine years from first appointment.

A commentary on the Saudi rules by a Saudi lawyer, published in Arab News, lists a similar set: a holding of 5% or more of the company's shares or being related to such a holder, representing a corporate shareholder with 5% or more, being related to a board member or senior executive, sitting on another group company's board as its nominee, employment by the company or a related party in the previous two years, an interest in the company's contracts, money received beyond board and committee pay, and service of more than nine years. The same commentary notes that boards must assess each independent director's circumstances every year. It is a 2020 summary of the rules and not the regulation itself, and a board should read the current text.

Figure 02FIG-02

What the UK and Saudi independence tests look at

Area	UK Code 2024	Saudi tests, as summarised
Shareholder link	Represents a significant shareholder	Holds 5% or more, or represents a 5% corporate shareholder
Family	Close family ties with advisers, directors or senior employees	Related to a board member or senior executive
Employment	Employee of the company or group in the last five years	Employed by the company or a related party in the last two years
Business and pay	Material business relationship in the last three years; extra pay or share schemes	Interest in company contracts; money beyond board and committee pay
Cross-links	Cross-directorships or significant links with other directors	Nominee on another group company's board
Tenure	More than nine years from first appointment	More than nine years, consecutive or not

What every one of these tests has in common is that it measures a relationship. None measures behaviour. A director can pass each test and still agree with the chair on every vote for ten years. That is not a criticism of the tests. They are a floor, and they were written to be applied at appointment and checked each year. They cannot tell a board whether its independent directors would disagree when it mattered.

A board can pass every independence test and still have directors who never disagree with the chair. What counts is what happens in the room, not what is written in the register.

Where independence meets family control

The tests settle one question at once. A director who represents a family shareholder is not independent, under the Saudi tests or the UK ones. In a board controlled by a family, that makes the independent directors a minority by design. The question for such a board is not whether it has independent directors, but whether the controlling family treats them as counsel or as a compliance requirement.

JOH sees family-controlled and sovereign-adjacent boards across its mandates, and the following is JOH's directional observation, not a count. Independent directors are most often introduced to the board on the recommendation of the chair or a family member. They tend to receive board papers on the same schedule as everyone else, which in a busy group can mean a few days. They are seldom asked to meet on their own. And the most important decisions in a family group, a transfer of shares between family holdings, a related-party property deal, the choice of the next chief executive, are often settled in conversations before the board meets. The independents then vote on a decision that has already been reached.

None of that breaks a rule, and none is done in bad faith. It is the normal way a family-run business reaches decisions, and it works well when the family is wise. The report's concern is the day when it is not, and the independent directors discover that they have a vote without having had a conversation. JOH's research on the chairs of Gulf-listed family businesses looks at how the chair's authority is exercised in that setting, and JOH's engagement placing the first non-family chief executive into a Saudi industrial group, where four of seven board positions were held by family members, shows what a new outsider needs from the independent view.

A controlling family can have an independent board if it wants one. The rules can set the number, but only the family can make the independents matter.

Cross-directorships and a small pool

The pool of experienced independent directors in the Gulf is not large, and boards compete for the same people. A director with a banking, regulatory or government background, and a reputation for good judgement, may be asked to sit on several boards. That is a strength when the experience is real. It raises two questions that the tests only partly cover.

The first is links between companies. The UK test names cross-directorships and significant links with other directors, and the Saudi list includes sitting on the board of another group company as a nominee. A group with a listed parent and listed subsidiaries has several boards, and a director who is independent on each can be a link between all of them. Each appointment may pass the test. Taken together they can thin the independence of the whole, because the same few individuals see the same papers and meet the same people.

The second is time. Principle H of the UK Code asks that non-executive directors have sufficient time to meet their board responsibilities. A director who joins five boards in the same sector cannot read five sets of papers with equal care. A board can ask each independent how many other roles they hold and how many of them touch the same group, the same shareholders or the same banks. JOH's perspective on appointing a non-executive director who adds value covers how to test for that before an appointment is made.

Tenure: the quiet test

Both the UK and Saudi tests treat service of more than nine years as a reason to doubt independence. Tenure is the one test that moves on its own. A director who is clearly independent in year three has not changed, but by year nine the board's view of them has, and by year twelve most would accept that the director is part of the furniture.

In JOH's observation, boards often handle tenure by not handling it. The director continues because they are respected and the board is comfortable, the annual independence assessment is a formality, and the label stays attached. Where a board added its first independent directors some years ago, tenure becomes a practical question and not a theoretical one. A board that plans ahead, with a term and a successor identified a year or more before the date, treats the change as routine. A board that waits has to explain why a director whose independence is in doubt is still counted.

Who chooses the independent directors

The most important question about independent directors is the one asked least often: who chose them? If the chair, or the controlling shareholder, proposes every name, the independent directors are independent of the company and not of the person who appointed them. They may be excellent. They may be entirely willing to say no. But each of them knows who put them there.

The UK Code addresses a version of this problem for the chair's own succession, and Gulf rules are moving a similar way for some boards. The UAE's rules for a combined chair and chief executive require nomination, audit and remuneration committees made up only of independent directors, as Clyde and Co summarises. For boards that are not in that position, the principle is still worth borrowing. A nomination committee led by an independent director, with a written profile for the independent roles and a shortlist built by someone other than the chair, produces a different kind of director.

The same point applies to the pool described earlier. A board that relies on the chair's personal network will keep drawing from the same small set of names. A board that commissions an independent search, against a written profile, will widen the pool and show the process was open. JOH's perspective on the non-executive director role sets out what that profile should contain.

If the chair proposes every independent director, the board has independent directors. It does not yet have independent judgement.

The missing lead: a senior independent director

A group of independent directors without a named lead is a collection of individuals. They have the right to speak, but nobody has the job of convening them, nobody is the first call for a shareholder with a concern, and nobody leads the conversation when the subject is the chair. The UK Code's answer is the senior independent director in Provision 12, who acts as a sounding board for the chair and an intermediary for the other directors and shareholders, and who leads the independents when they meet without the chair.

The nearest Gulf equivalent in the rules reviewed for this report is the UAE's independent vice chairman in the combined chair and chief executive case. It is the same idea under a different name, applied where power is most concentrated. A board does not have to wait for a rule to adopt it. JOH's perspective on the senior independent director explains what the role covers, who should hold it and what a board can settle in a single meeting. Omar Al Busaidy's conversation on building influence across the UAE is a useful companion for anyone thinking about how a director with no executive power makes a difference.

What a board can build

A board that wants independence to hold under pressure does not need to restructure. It needs five things, in roughly this order.

The first is a named lead among the independent directors, with the role written down. The second is an annual meeting of the independents without the chair or any family member present, and a shorter one before each board meeting where a significant decision is due. The third is a nomination process that the controlling shareholder and the chair do not run alone, with a written profile for each independent role. The fourth is a term and a succession plan for each independent director, set before anyone reaches nine years. The fifth is a short written independence assessment each year, covering both the formal tests and the practical ones: how many other roles the director holds, how often they have disagreed with a proposal, and whether they had enough time with the papers.

Boards that want to track those things through the year, and to see how the independent directors themselves rate the quality of the board's discussion, can use platforms such as Board Pulse to keep the picture current between formal reviews. JOH's perspective on the board effectiveness review explains why a once-a-year exercise tends to miss exactly the relationships an independent director is there to protect. The sector background for groups with many entities and a holding board above them is on the group holdings sector page.

A forward view

Three developments will bring the question into sharper focus over the next twelve to twenty-four months. The first is the Qatari compliance window, which runs for twelve months from publication of the code, and which will oblige listed companies to look again at the make-up of their boards. The second is the UAE's combined chair and chief executive route. A company that takes it will have to prove that its independent directors can do what the rules assume, and the first of those justifications will be read closely by shareholders. The third is generational. In boards that added their first independent directors some years ago, those directors are now approaching the nine-year mark.

None of this needs a new regulation. Each of these developments is a prompt for a board to ask whether its independent directors are structured to be heard. The boards that ask early, in a calm quarter, will answer in their own words. The ones that wait may find that a shareholder, a lender or a regulator has asked first.

Methodology and evidence base

This report is built from public sources and JOH Partners' qualitative reading of its own board, non-executive and chair mandates. The public layer is the UK Corporate Governance Code 2024, summaries of the UAE Securities and Commodities Authority code and its 2025 amendment by law firms, the PwC summary of the Qatar governance code, a Saudi issuer's board policy citing the CMA regulations, and a published commentary on the Saudi independence tests. The JOH layer is directional observation, labelled as such, and carries no counts or percentages. JOH does not hold a proprietary dataset on independent directors, and no dataset block is attached to this report.

The report has not reviewed the annual governance reports of individual listed companies and does not claim to measure how many Gulf boards have or lack any feature described. The Saudi tests are drawn from a 2020 commentary and an issuer filing, and the UAE and Qatar material from secondary summaries, so a board should read the current primary text before relying on any detail here. The worked example in the PDF edition is a composite, not an account of a specific engagement. Nothing here is legal advice.

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Key takeaways

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JOH Partners is an executive search and senior executive recruitment firm advising chairs, nomination committees, family groups and sovereign-adjacent platforms on independent director, chair and wider board appointments across the GCC, the UK and Singapore. For the full report, download the PDF above, then engage a partner for a confidential conversation about who leads the independent directors on your board today. Boards that want continuing visibility of how those appointments are working can also request a Board Pulse demo.