Nomination Committees in the Gulf, 2026: Who Selects the Board

The Gulf markets reviewed here now ask their listed companies for a nomination committee, usually combined with remuneration, with independent members and often an independent chair. The rules say who should sit on the committee and what it should do. They cannot say who in practice selects the board and the chief executive. This report, the twenty-second in JOH Partners' Gulf leadership series, reviews what the nomination committee rules require in the UAE, Saudi Arabia, Qatar, Kuwait, Bahrain and Oman, with the UK Corporate Governance Code 2024 as comparator. It then sets out JOH's reading, drawn from its own board and chief executive mandates, of how the committee works in family-controlled and state-linked groups, and what a chair can change first. It completes a series on board committees that began with audit, remuneration and independence.

What a nomination committee is meant to do

The idea is a plain one. A board needs a group of directors whose job is to decide who else should sit on the board, and who could one day run the company. Left to the chair alone, the board tends to reflect the chair's circle. Left to the chief executive, it tends to reflect the chief executive's convenience. A nomination committee exists to put that decision in the hands of directors who answer to all the shareholders.

The UK Corporate Governance Code 2024 shows the standard most Gulf codes borrow from. Provision 17 asks the board to set up a nomination committee to lead the process for appointments, to make sure succession plans exist for the board and senior management, and to oversee a diverse pipeline of candidates. A majority of its members should be independent non-executive directors, and the chair of the board should not chair the committee when it deals with the appointment of their own successor. Provision 20 says open advertising or an external search consultancy should generally be used for the chair and the non-executive directors, and Provision 23 asks the committee to report each year on how it did the work. The Code is published by the Financial Reporting Council.

Those four features are a useful yardstick: a committee with its own mandate, independent members, a search process that does not depend on the owner's address book, and a public account of what it did. The rest of this report asks how far the Gulf rules, and the Gulf boards, meet it.

What each Gulf code requires

The rules agree on the main point. A listed company must have a nomination function, nearly always combined with remuneration, with independent members. They differ on size, chair and duties.

Figure 01FIG-01

What the rules reviewed ask of the nomination committee

Market	Source reviewed	Committee form	Members and chair	Succession duty found
UAE	SCA governance guide, Decision 3/Chairman of 2020, as hosted by the European Corporate Governance Institute; amended since	One combined nomination and remuneration committee	At least three non-executive members, at least two independent, independent chair; board chair may not sit	No express succession policy; asks the committee to identify the competencies senior management needs
Saudi Arabia	CMA Corporate Governance Regulations, as summarised by Baker McKenzie, and company charters	Combined form allowed under conditions; charters use one committee	No executive directors, at least one independent member, independent chair	Not stated in the summary; some company charters add senior executive succession planning
Qatar	QFMA Governance Code for Listed Companies, Board Decision No. 5 of 2025, as summarised by PwC and Charles Russell Speechlys	Combined nomination, remuneration and incentives committee, required of main market companies	Majority independent; board chair may not sit on any board committee	Succession planning listed among duties
Kuwait	CMA Executive Bylaws, Book Fifteen, JOH reading of the Arabic text	Combined nomination and remuneration committee; comply or explain	At least three members, at least one independent, non-executive chair	Recommends nomination and re-nomination of board members and executive management
Bahrain	CBB Rulebook, HC-3.7, licensed banks only	Separate nomination committee	At least three independent directors, or three non-executives with an independent majority; independent chair	Recommends succession plans for senior management
Oman	CMA Code of Corporate Governance, in force from 2016, as summarised by law firms	Combined nomination and remuneration committee required	Composition not confirmed from the sources reviewed	Not confirmed
UK comparator	Corporate Governance Code 2024, Provisions 17, 20 and 23	Separate nomination committee	Majority independent non-executive; board chair not to chair when a successor is chosen	Leads succession plans for board and senior management; reports each year

Three things stand out. The first is the combined form. Of the six Gulf markets, the UAE guide, Qatar's code, Kuwait's bylaws and Oman's code all use one committee for nomination and pay, and Saudi summaries allow it. Only Bahrain's bank rules separate them. The UK Code assumes the opposite.

The second is independence. The UAE guide asks for an independent chair and at least two independent members, and Saudi summaries ask for an independent chair. Qatar asks for a majority of independent members. Kuwait asks only for one independent member and a non-executive chair, and its provisions on the committee can be explained and not complied with. A reader should not assume that independent chairs are the rule everywhere.

The third is succession. The UK Code, Qatar's code and Bahrain's bank rules state a duty to plan for succession to senior management. The 2020 UAE guide, as reviewed, does not. It asks the committee to organise the application procedures for board membership, review each year the skills the board needs, confirm that independent members remain independent, and identify the competencies the company needs at senior executive level. That is close to succession planning, but it is not the same duty, and a committee working strictly to the text could meet it without ever naming a successor to anyone.

Where the rules stop

A committee can meet every rule above and still not be the place where the board is chosen. The rules describe who sits on it, how often it meets and what its terms of reference should cover. They do not describe what happens when the controlling shareholder wants one candidate and the independent members prefer another.

Three features of the Gulf rules leave room for the owner. The first is the combined committee. A committee that is also responsible for pay has a full agenda, and in JOH's observation the pay items usually crowd out board composition. The second is comply or explain. Where a rule can be explained away, the committee's structure depends on what the board is willing to defend. The third is the election itself. The UAE guide provides for secret cumulative voting at the general assembly, which gives a large shareholder the means to elect its own nominees whatever the committee recommends. Qatar's code and Saudi rules have their own versions of the shareholder vote.

None of this is a criticism of the codes. A regulator can require a committee to exist and can set out what it should consider. It cannot require a board to want its committee to decide.

Every Gulf code asks for a nomination committee. None of them can ask it to say no to the person who appoints its members.

The committee in a family-controlled group

JOH works with listed family groups, family holdings and private companies that follow the listed standard by choice. The pattern in those mandates, set out here as observation and not as measurement, has three parts.

The first is that the family or the family council forms a view before the committee meets. In a group where the founder's children or grandchildren hold the board's family places, the discussion about who sits on the board is a family discussion. It happens in the family's own forum, over months, and the committee sees the result.

The second is that the committee's members are often chosen for their relationship with the family. The independent members are usually experienced and respected, and many take the role seriously. They are also aware who nominated them and who will decide whether they are put forward again. That is not corruption. It is the ordinary pressure of a minority position, and JOH's research on independent directors on Gulf boards looks at how it plays out under family control.

The third is that the committee's work is documented carefully and decided elsewhere. The skills matrix is up to date, the candidate meets every test and the minutes are clean. The record shows a committee that did its job. It does not show who chose the name.

This arrangement is not always a poor one. A family that has built a group, bears the risk and has judged its people well for decades can reasonably want a say in who joins its board. The weakness appears when the group grows, when outside shareholders arrive or when the family itself divides, because by then the committee has no practice of choosing and no one outside the family has been trained to challenge. JOH's research on the chairs of Gulf-listed family businesses describes how informal the chair's authority is in many of these groups, and the nomination committee often inherits that informality.

The committee in a state-linked group

State-linked and sovereign-anchored groups have a different version of the same pattern. The controlling shareholder is an entity, not a family, and in JOH's observation it usually has its own process for deciding who will represent it on the board. The nominations come from that process. The committee at the company receives them.

That has some advantages. The shareholder entity usually has depth in governance, and the people it nominates are often highly qualified. It also has a long horizon and a clear view of what the company is for. The difficulty is that the company's own nomination committee has little to decide about the shareholder's own nominees, and the independent directors it does choose are a minority of the board.

The question for a state-linked group is not whether the shareholder should nominate. It is what the company's committee should own. Candidates for independent roles, the skills the board lacks and the plan for the chief executive's successor are all reasonable subjects for the committee to lead, even where the shareholder's own nominees are settled elsewhere. A committee that is clear about what it owns tends to be more useful to the shareholder as well, because the shareholder can see where the company has made its own judgement.

Where chief executive succession is decided

The nomination committee's weakest point, in JOH's observation, is the succession of the chief executive. Most charters say the board appoints the chief executive on the recommendation of the committee. In family groups and state-linked groups alike, the decision is usually taken, or at least shaped, earlier: by the owner, the chair, or the two together. The committee then runs a process around a name.

That is partly a matter of timing. A committee that starts work when the incumbent gives notice has little room. It is also a matter of information. Without a standing succession file and a continuing read on the executive layer, the committee has less to say about the candidates than the owner does, and the owner's view prevails by default.

The better groups reverse the sequence. They keep a succession file for the chief executive and for the layer beneath, they review it with the owner each year, and they use external search as a standard step and not as a last resort. JOH's perspective on CEO succession in a GCC family business explains why this matters, and JOH's research on the succession gap across sixty GCC family groups sets out how thin the preparation often is. Omar Al Busaidy, in his conversation on moving from banking to industrial leadership, was hired as President of Future Pipe Industries in the UAE and Oman for a particular combination of national standing and industrial seriousness, which is the kind of profile a committee can only describe if it has thought about the role in advance. JOH's engagement placing a UAE national president into an industrial pipe manufacturer shows how that brief is written.

What a chair should change first

A chair who wants the committee to own more of the decision has a short list of first steps, and none needs an amendment to the articles.

The first is to ask the committee to write the brief for the next board vacancy before any name is mentioned. The brief should say what the board lacks, drawn from a current skills matrix, and what the successful candidate must bring. A brief written in advance is the committee's own work, and a candidate has to meet it.

The second is to ask for a long list that includes people the family or the shareholder does not know. An external search is the usual way. This is the same principle as Provision 20 of the UK Code, and it makes the owner's preferred candidate a candidate and not a fact.

The third is to ask the committee to keep a standing succession file for the chair and the chief executive, with named internal and external candidates, and to review it with the full board once a year. The file does not need to be shown to the incumbent. It needs to exist.

The fourth is to split the agenda. A committee that handles pay and nominations should set aside at least one meeting a year that deals only with board composition and succession, and say so in the governance report. Boards that want a continuing read on their executive layer, so that the succession file rests on current evidence, can use platforms such as Board Pulse to keep it up to date.

A chair does not need a new rule to fix this. The chair needs to put one real decision in front of the committee and let it decide.

A forward view

Three developments will shape the next twelve months. The first is Saudi Arabia's consultation, opened on 29 October 2026, which according to the Capital Market Authority's own announcement would require nomination committees to record the reasons for rejecting a candidate and to give candidates a chance to complete missing items. The draft is provisional, and JOH has read it only in Arabic, but a rule of that kind would give independent members a written trail to point to. The second is Qatar's code, whose twelve-month transition period began in August 2025 and could be extended by the regulator, so the first full reporting cycle under it will show how companies have set up the combined committee. The third is the UAE, where the 2025 rules allowing a combined chair and chief executive depend on fully independent committees, as Clyde and Co summarises, which will put nomination committees at the centre of any board that uses them.

Beyond the rules, the main change JOH expects is the one that is already visible in its mandates: boards asking for a continuing view of their executive layer, and nomination committees being asked, for the first time, to say who would follow the chief executive. The groups that can answer have usually been asking the question for years. JOH's group holdings sector page sets out where the firm sees these structures most often, and the companion perspective, the nomination committee in Gulf boards, sets out the argument for a single board.

Methodology and evidence base

This report is built from public sources and JOH Partners' qualitative reading of its own board, chair and chief executive mandates since 2014. The public layer is the UK Corporate Governance Code 2024 from the Financial Reporting Council; the UAE Securities and Commodities Authority's governance guide of 2020 (Decision 3/Chairman of 2020), read in a copy hosted by the European Corporate Governance Institute; a Baker McKenzie summary of Saudi Arabia's Capital Market Authority governance regulations and the published nomination and remuneration committee charters of Saudi-listed companies; PwC and Charles Russell Speechlys summaries of Qatar's 2025 code; Book Fifteen of Kuwait's Capital Markets Authority Executive Bylaws, read in Arabic; the Central Bank of Bahrain's rulebook; law-firm summaries of Oman's 2015 code; Clyde and Co's summary of the UAE's 2025 combined chair and chief executive rules; and the Saudi Capital Market Authority's announcement of 29 October 2026. The JOH layer is directional observation, labelled as such, and carries no counts or percentages.

The report has not reviewed the charter or minutes of any particular company and does not claim to measure how many Gulf boards operate in any one way. Several of the Gulf sources are secondary summaries, and the UAE guide was read in a third-party copy of the 2020 text, which the Authority has amended since; the Saudi and Qatari rules were read through summaries and company charters and not through the regulators' own text, Oman's composition rules could not be confirmed, and Bahrain's rule was read for licensed banks, not for listed companies generally. A board should read the current primary text for its own market and take local advice before relying on any detail here. The Saudi consultation is a draft. The worked example in the PDF edition is a composite, not an account of a specific engagement. Nothing here is legal advice. JOH Partners does not hold a proprietary dataset on nomination committees, and no dataset block is attached to this report.

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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 and family groups on board, chair and chief executive appointments across the GCC, the UK and Singapore. For the full report, download the PDF above, then request a Board Pulse demo for continuing visibility of your executive layer, or engage a partner for a confidential conversation about how your nomination committee works today.