Who sets executive pay in the Gulf

This report examines who actually sets executive pay across the Gulf's listed and family-controlled companies in 2026, and finds a governance system that has converged on paper faster than it has converged in practice. Every major GCC securities regulator now requires listed companies to constitute an independent remuneration committee: the UAE's Securities and Commodities Authority, Saudi Arabia's Capital Market Authority, Qatar's Financial Markets Authority, Bahrain's corporate governance framework and Oman's Capital Market Authority all mandate a committee, a majority independent, generally chaired by an independent director. What none of the codes can mandate is whether that committee decides anything, and the gap between formal constitution and substantive authority, sharpest inside the family-controlled businesses that form the core of most GCC economies, is what this report sets out to map. JOH Partners, an executive search and senior executive recruitment firm that has closed more than 1,000 senior mandates across the Gulf since 2014, draws on public regulatory sources, independent survey research and its own qualitative mandate observations to answer a question that has moved, in five years, from whether a remuneration committee exists to whether it matters.

Why the question has changed

For most of the last decade, the governance conversation around Gulf executive pay centred on a simple compliance question: did a company have a remuneration committee at all. That question is now largely answered. Listing rules across every major GCC exchange require one, IPO readiness processes install one as a matter of course, and the region's rapid pipeline of new listings has meant more boards than ever have formally constituted the body. The interesting question has moved a level deeper, from existence to authority: does the committee that now sits on the organisation chart actually set the number, or does it ratify a figure decided elsewhere.

That shift matters because the stakes behind it are rising. The Gulf is competing harder than ever for a genuinely scarce pool of senior operators capable of running complex, cross-border, often multi-entity platforms, and pay is one of the clearest signals a candidate reads about how seriously a company's governance takes its own commitments. A remuneration committee that exists but does not decide is not a neutral fact; it actively undermines the credibility of every pay structure the company offers, from the base salary on the offer letter to the long-term incentive plan meant to retain the executive five years in. This report treats the question of committee authority as a governance question with direct commercial consequences, not an abstract compliance exercise.

What the codes actually require

Regulatory convergence across the Gulf's listed markets has been faster and more thorough than is generally appreciated. The UAE's Securities and Commodities Authority requires listed public joint-stock companies on the Abu Dhabi Securities Exchange and the Dubai Financial Market to establish a Nomination and Remuneration Committee of at least three non-executive board members, a majority independent, chaired by an independent director; the requirement was refreshed through Board of Directors Decision No. 2/R.M. of 2024, which strengthened transparency and accountability expectations for listed companies. Saudi Arabia's Capital Market Authority sets out the nomination and remuneration function under Article 15 of its Corporate Governance Regulations, requiring the committee's chair to be an independent director and barring executive directors from membership, while permitting the nomination and remuneration functions to be combined into a single committee under defined conditions.

Qatar's Financial Markets Authority issued a new Governance Code for Listed Companies under Board Decision No. 5 of 2025, published in the Official Gazette in August 2025 and effective the following day, which requires the board to establish a Remuneration Committee of at least three non-executive members, the majority independent, alongside a broader remuneration and incentives policy framework covered in the code. Bahrain's Corporate Governance Code, issued by decree in 2018 and amended in 2022 into what is now called the Management and Corporate Governance Code, requires listed companies to establish a remuneration committee among its mandatory board committees, operating on a comply-or-explain basis. Oman's Capital Market Authority Code of Corporate Governance, in force since 2016, similarly requires a nomination and remuneration committee as a mandatory listing requirement, alongside stringent qualification standards for the independent directors expected to sit on it.

Figure 01FIG-01

Remuneration committee requirements across the GCC's listed markets

Jurisdiction	Regulator	Committee requirement	Independence standard
United Arab Emirates	Securities and Commodities Authority	Nomination and Remuneration Committee, minimum 3 non-executive members	Majority independent; independent chair (refreshed 2024)
Saudi Arabia	Capital Market Authority	Nomination and remuneration function, Article 15	Independent chair; no executive directors as members
Qatar	Financial Markets Authority	Remuneration Committee under the 2025 Governance Code	At least 3 non-executive members, majority independent
Bahrain	Corporate governance framework (2018, amended 2022)	Remuneration committee among mandatory board committees	Comply-or-explain; independence expected
Oman	Capital Market Authority	Nomination and remuneration committee, mandatory since 2016	Mandatory listing requirement; stringent independent-director qualification

Where the codes converge, and where they stop

Read together, the five frameworks converge on a remarkably consistent model: an independent, non-executive body, typically three or more members, with a majority or full slate of independents and an independent chair, formally responsible for pay policy and recommendations to the full board. That convergence represents genuine regulatory progress over the position a decade ago, when few Gulf listed companies had any formal remuneration governance at all. It is also, deliberately, the limit of what a governance code can achieve. A code can mandate who sits in the room and what the room is formally responsible for. It cannot mandate the internal culture of the company, the standing of the independent directors relative to a controlling shareholder, or whether the committee's recommendation, once made, actually survives contact with the person or family that controls the votes.

This is the structural reason committee authority varies so much more than committee composition. Two listed companies can have functionally identical remuneration committees on paper, three non-executive members, independent chair, quarterly meeting cadence, and produce entirely different outcomes in substance, because one committee's independent directors have genuine standing to challenge a proposal and the other's do not. JOH's reading of chairs in Gulf-listed family businesses found this same pattern from the chair's seat specifically: formal independence on the board does not automatically translate into functional independence when the controlling family retains informal authority the governance code was never designed to reach.

The family-controlled gap the codes do not close

The five regulatory frameworks above apply to listed companies. They say very little about the much larger population of Gulf businesses that remain privately held and family-controlled, which form the core of most GCC economies and typically sit outside listing rules altogether. This population is where the gap between constitution and authority is widest, and the evidence for it is direct rather than inferred.

A 2024 survey of governance practices in GCC family firms, conducted jointly by PwC and the Pearl Initiative, found that 53 per cent of respondents had no family governance structures in place at all, while a further fifth were still in the process of establishing them. Around half of respondents had clearly defined the separate responsibilities of family shareholders, the board and management, meaning the other half had not. The same survey found a mean of 4.4 board meetings a year across the sample, and that only a minority of boards included non-family members. Where family governance is absent to this degree, a remuneration committee, even a well-composed one that meets the letter of a regulatory code or an IPO-readiness requirement, is operating without the surrounding structure that would let it function as the code's authors intended. Regional bodies including Hawkamah and FBC Gulf have published governance guidelines specifically for family businesses, distinct from listed-company codes, recommending structures such as a family council to separate family decision-making from company governance; where that separation has not been built, the remuneration committee and the family's informal authority sit in the same room, and the informal authority tends to win. JOH's own experience placing the first non-family chief executive into a three-billion-dollar Saudi industrial group sits inside this population directly: the transition required an explicit, negotiated boundary between family authority and company governance, precisely the boundary a functioning remuneration committee also has to hold. The pattern recurs across JOH's wider work in group holdings, the sector where family control and formal governance most often sit in tension.

Figure 02FIG-02

Family governance structures across surveyed GCC family firms

Share of surveyed firms

No family governance structure

53%

Establishing a structure

20%

Structure in place

27%

A remuneration committee constituted to satisfy a listing rule and a remuneration committee empowered to say no to the controlling shareholder are not the same body, even when the membership list is identical. The Gulf has largely solved the first problem. It has not yet solved the second.

What remuneration committee practice looks like today

JOH's own qualitative read, drawn from twelve years of practice since 2014 and more than 1,000 senior mandates across the region, and reconciled with the firm's published Operator CEO Index and Gulf Executive Reward Report 2026, sees a Gulf remuneration landscape splitting into three distinct populations rather than a single spectrum. The first is mature listed companies, generally the larger, longer-listed names, where the committee genuinely administers pay policy, commissions independent benchmarking and can be observed pushing back on management proposals. The second is recently listed and IPO-bound companies, where the committee is properly composed and increasingly active but is still building the track record and internal standing that turns formal independence into functional independence; this is the fastest-growing population as the region's IPO pipeline continues. The third, the largest by number of companies even if not by market capitalisation, is privately held family businesses, where a remuneration committee, if it exists at all, sits alongside an informal family decision structure that a governance code was never designed to reach, and frequently continues to set senior pay outside the committee's formal process.

The engagement pattern JOH sees at offer stage across all three populations is consistent: senior candidates, particularly those weighing an offer from a family-controlled platform, increasingly ask directly who administers the pay policy and whether that body has ever amended a management proposal. This is not a hypothetical governance question for the candidate; it is a direct read on whether the compensation being offered, including any long-term component, will survive contact with a change of mind by whoever controls the company. Sandrine Bardot's discussion of personalising reward structures for the modern Middle East workforce on episode 16 of The Leadership Blueprint captures the same shift from a different angle: reward design across the region is being rebuilt company by company, and committee authority over that redesign is exactly what this report is tracking. Boards refreshing their composition, a process JOH examines in Board refreshment: building the right mix for what's next, should treat remuneration committee authority as a specific test of that refresh, not an assumption that follows automatically from adding independent directors.

Four things a functioning committee holds

Across the three populations, JOH's reading of what separates a functioning committee from a constituted one comes down to four concrete, observable things, none of which a governance code can mandate directly and all of which are visible to anyone who looks for them. The first is a written pay policy the committee itself authored, rather than one drafted by management and formally adopted without amendment. The second is benchmarking data commissioned or reviewed independently of management, rather than a single management-supplied comparator set presented as the only available evidence. The third is disclosure the committee stands behind publicly, in the annual report or governance statement, which forces the underlying reasoning into the open rather than leaving it as an internal memorandum nobody outside the room ever sees. The fourth, and the clearest single tell, is a documented instance of the committee declining or materially amending a proposed pay outcome; a committee that has approved every proposal it has ever seen has not yet been tested, and its members, however independent on paper, have not yet demonstrated independence in practice.

Figure 03FIG-03

Constituted versus functioning: the four-point test

What a code requires	What a functioning committee also holds
Independent, non-executive composition	A pay policy the committee authored itself
A minimum number of members	Benchmarking commissioned independently of management
An independent chair	Disclosure the committee stands behind publicly
A defined mandate on paper	At least one documented instance of declining or amending a proposal

Disclosure: the quiet governance signal

Disclosure quality is, in JOH's reading, the most underrated governance signal available to an outside observer, board search consultant or candidate trying to assess a remuneration committee's real authority from outside the room. A company that discloses only that it has a remuneration committee, without disclosing the policy the committee follows, the benchmarking approach it uses, or any account of how outcomes were reached, is giving the minimum the relevant code requires and nothing more. A company that discloses its pay policy in enough detail to be independently assessed, and that reports outcomes against that policy year over year, is signalling that the committee's work would survive scrutiny, because it has been built to withstand scrutiny from the start.

This gap is widening rather than narrowing across the region as more companies list and disclosure expectations rise with them, which means disclosure quality is likely to become an increasingly reliable proxy for committee authority over the next several years, particularly for boards, investors and senior candidates who cannot otherwise observe what happens inside a remuneration committee's closed sessions. Boards that want to signal genuine authority, rather than mere compliance, should treat disclosure depth as a deliberate governance choice, not an afterthought handled by the company secretary once the substantive decisions are already made.

A forward view

Three developments are likely to narrow the gap between constitution and authority over the next few years, on the evidence this report has gathered. The first is the continuing IPO pipeline across the region, which forces family-controlled and sovereign-adjacent platforms to build genuine remuneration governance ahead of listing rather than retrofitting it afterward, and tends to import the discipline of the mature listed population into companies that would otherwise sit in the family-controlled gap described above. The second is the slow but real growth of family governance structures documented by the PwC and Pearl Initiative survey, with a fifth of respondents actively building structures they did not have; every family council or family charter that formalises the family's own decision rights makes it correspondingly harder for that authority to informally override a company-level remuneration committee. The third is the rising sophistication of the senior candidates the region is competing for, who increasingly ask the authority question directly at offer stage and factor the answer into whether they accept, which creates a market incentive for genuine committee authority that no governance code alone can generate.

None of these developments will close the gap on their own or quickly. Boards, chairs and family principals who want to be ahead of the shift, rather than caught by it, should treat remuneration committee authority as a specific, gradable thing to be built deliberately: a written policy the committee owns, benchmarking it commissions itself, disclosure it stands behind, and a genuine willingness, tested at least once, to say no. Boards that want continuous visibility of how committee decisions and disclosure evolve year over year, rather than reconstructing the picture from memory at each annual meeting, are increasingly turning to platforms such as Board Pulse, built to give a chair continuous read of the executive layer and the governance decisions that shape it.

---

Key findings

Methodology and evidence base

This report is built on two layers of evidence, consistent with the standard JOH applies across its published research. The first is public, citable sources: corporate governance codes and regulatory decisions issued by the UAE Securities and Commodities Authority, the Saudi Capital Market Authority, the Qatar Financial Markets Authority, Bahrain's corporate governance framework and the Oman Capital Market Authority, each covering remuneration committee constitution, composition, independence and disclosure requirements at listed companies; and independent survey research on family business governance published jointly by PwC and the Pearl Initiative in 2024, supplemented by publicly available guidance from regional governance bodies including Hawkamah and FBC Gulf on family business governance structures. Every figure drawn from these sources in this report carries a direct attribution and, where cited inline, a source link.

The second layer is JOH Partners' own qualitative read, drawn from twelve years of practice since 2014 and more than 1,000 senior mandates across the Gulf, the United Kingdom and Singapore, and reconciled throughout with the firm's previously published Operator CEO Index and Gulf Executive Reward Report 2026. This qualitative layer is presented as observation, not as measurement, and this report does not carry a proprietary dataset; where a claim rests on JOH's own mandate experience rather than a citable public source, that is stated explicitly in the text. No figure in this report is attributed to a JOH dataset that does not exist, and no source cited is a competing executive search, recruitment or staffing firm.

---

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 across the GCC, the UK and Singapore. For a confidential conversation about remuneration committee composition, authority and disclosure, engage a partner. Boards seeking continuous visibility of the executive layer across a portfolio can also request a Board Pulse demo.