Senior Independent Director: The Role Built for a Chair Problem

A senior independent director is the member of a board who is asked to step forward when the chair cannot be the person in charge of the conversation. The UK built the role for exactly that reason, and Gulf boards that have adopted independent directors under their own governance rules have, in JOH Partners' observation, often stopped one step short of it. They count their independent directors. They do not say which one of them leads the others. That works for years, and then a disagreement with the chair, a contested succession or a deal in which the chair has an interest arrives, and the board finds it has independence on paper and nobody with the standing to use it. This piece sets out what the senior independent director is for, what the UK Corporate Governance Code and the Gulf rules say, and what a board can do in a single meeting to close the gap.

What a senior independent director is actually for

The role has two jobs that are easy to state and hard to perform. The first is to be a person the chair can talk to as an equal, about the board and about the chair's own performance. The second is to be a person the other directors, and the shareholders, can go to when they cannot raise something with the chair directly.

The UK Corporate Governance Code 2024 puts it in one sentence. Provision 12 asks the board to appoint one of its independent non-executive directors as senior independent director, "to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders." The same provision asks the non-executive directors, led by the senior independent director, to meet without the chair at least once a year to appraise the chair's performance. Provision 14 adds that the responsibilities of the chair, chief executive, senior independent director, board and committees should be clear, set out in writing, agreed by the board and made publicly available. The Code is published by the Financial Reporting Council.

Notice what is missing from that description. The senior independent director has no executive power, no budget and no title in the management structure. The role works because the board agrees in advance who will do it, so nobody has to argue about it on the day.

Every chair needs one director who can speak to them as an equal, and every other director needs someone to go to when the chair is the problem. If nobody has been given that job, the first time it is needed is the worst time to invent it.

Why the independent director count is not the same thing

Most Gulf governance rules start from a number. The UAE Securities and Commodities Authority amended its governance code in January 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 Saudi Arabia, the Capital Market Authority's regulations set a floor of independent members, reported in issuers' own board policies as at least two directors or one-third of the board, whichever is greater. Qatar's new governance code for listed companies, issued under Financial Markets Authority Board Decision No. 5 of 2025, gives listed companies twelve months to comply and, in the words of the PwC summary, brings a sharper focus on board independence.

The tests for who counts as independent are strict. A commentary on the Saudi rules by a Saudi lawyer, published in Arab News, lists a holding of 5% or more of the company's shares, a family relationship with a director or senior executive, employment by the company or a group company in the previous two years, and service of more than nine years as grounds for doubt. The UK Code's list in Provision 10 is similar. It includes employment within five years, a material business relationship within three years, additional pay beyond the director's fee, close family ties, cross-directorships, representing a significant shareholder, and service beyond nine years.

None of this says who leads the independents. A board can meet a number and pass every test and still have no director whose job it is to convene the others. The count says how many people are in the room. It says nothing about who they will follow when the chair is the subject.

The Gulf pattern: independence added to a family structure

JOH works with listed family groups, sovereign-adjacent platforms and holding companies, and the pattern in the mandates it sees is consistent. A group that listed, or prepared to list, added independent directors to meet the rules. The chair stayed a member of the controlling family or the owner's representative. The independent directors were chosen for their credentials and their calm, not because anyone had thought about what they would do in a dispute. That is an understandable way to begin. It leaves the board with several independent individuals and no independent group.

The most direct Gulf rule that comes close to a senior independent director sits in the UAE's treatment of a combined chair and chief executive. Under Chairman's Board Resolution No. 24 of 2025, effective 26 August 2025, one person may hold both jobs if the articles allow it and shareholders approve by special resolution. The conditions, as Clyde & Co describes them, include a governance committee, a chair who steps back from matters that committee oversees, and an independent vice chairman who leads in the relevant discussions. That is the same idea under another name. Where power is concentrated in one person, the rules ask for a named independent counterweight.

For a family-controlled board the concentration is often present without a combined title. The chair is the largest shareholder's voice, the chief executive reports to the chair in everything but name, and the independent directors are a minority. JOH's research on the chairs of Gulf-listed family businesses looks at how that structure works day to day, and why the chair's authority is usually informal. A senior independent director is the board's way of saying that the formal route exists even when the informal one is working well.

Three occasions when the role is tested

The first is a chair succession. The UK Code asks that a chair should not remain in post beyond nine years from first appointment to the board, with a limited extension allowed in some circumstances. Few boards enjoy discussing their chair's departure with the chair in the room. The senior independent director is the person who raises it, manages the process, and makes sure that the nomination committee does not have the incumbent running their own succession. The Code goes the same way in Provision 17, which asks that the chair of the board should not chair the nomination committee when it is dealing with the appointment of their own successor.

The second is a transaction in which the chair has an interest. A related-party purchase of property, a loan between the group and a family company, or the sale of a subsidiary to an associate of the controlling shareholder all put the chair in a conflict. The independent directors will want to meet and agree a position. Somebody has to call that meeting.

The third is a disagreement between the chair and the chief executive. In a family group the dispute may be partly personal and partly structural, and the other directors will have views that they do not want to share in front of either. A senior independent director who has been appointed in advance can hold the conversations separately and bring back a clear account.

A composite: the transaction that nobody could refer

The details are changed and combined from several situations. This is not any one client's story.

A listed family group has eleven directors. The chair is the founder's son. Three directors are independent, one more than the rule requires. All three are respected, all three are courteous, and none of them has ever been asked to lead the others. The chair proposes that the group buy a property from a company owned by his cousin, at a price supported by an independent valuation.

The valuation is fine. The process is the problem. The audit committee chair, who happens to be one of the three independents, notices the conflict and wonders whether the independents should meet. She is not sure it is her place to call that meeting, and neither of the others volunteers. The question circulates for three weeks by telephone before the board secretary suggests a short meeting of the three. By then the chair has heard about it from someone else.

The transaction goes ahead, with an amendment. The independents agree that something went wrong, but not with the transaction. What went wrong was that the board had no way to deal with the chair's interest that did not depend on one director's nerve.

Counting independent directors tells you how big the group is. It does not tell you who leads it when the chair is the subject of the discussion.

Who should hold the role

The easy choice is the longest-serving independent, because that person knows the company best. It is often the wrong one. A director who has served close to nine years is nearing the point where independence is questioned, and a director who has been the chair's friend for a decade will find it hard to hold the chair to account.

The better choice is someone with the standing to disagree with the chair in private and the patience to do so without making it a contest. The role calls for a particular kind of director. Experience on another board with a strong chair is useful, because a person who has watched it done well recognises what is needed. So is a business background close enough to the group to be credible, and far enough from the family to be believed.

Boards sometimes ask whether the audit committee chair should take the role. It can work, but the two jobs pull in different directions. The audit chair is occupied with the numbers and the auditor, and the senior independent director needs time and appetite for the less structured parts of the board's life. JOH's perspective on appointing a non-executive director who adds value covers how to test for that appetite before an appointment is made. The chairman role perspective is a useful companion for the chair's side of the same relationship.

The conversation also has a shareholder dimension. Tony Couloubis, in his conversation on private equity leadership across global markets, discusses turnarounds and ethical investing, two situations in which a board's ability to speak with one independent voice is tested early. The same is true of 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. A chief executive arriving into that structure needs to know where the independent view sits.

What a board can settle in one meeting

A board does not need a new committee or an amendment to its articles to begin. It needs a short meeting with four decisions.

First, name the senior independent director, and record the name in the minutes. Second, write down what the role covers in a page: sounding board for the chair, intermediary for directors and shareholders, lead on the chair's annual appraisal and on the process for the chair's succession. The UK Code asks for this in writing and in public, and a Gulf board can do the same in its governance report. Third, agree that the independent directors will meet without the chair at least once a year, and put the date in the calendar. Fourth, decide how long the appointment lasts, and who takes over, so that the role passes on before independence is in doubt.

A board that wants to track whether those steps are working, and how the independent directors rate the board's own effectiveness, can use platforms such as Board Pulse to follow that over time instead of reconstructing it at the annual review. JOH's perspective on the board effectiveness review and what it misses explains why a once-a-year exercise often misses exactly the relationships that a senior independent director is there to keep healthy.

The same logic applies in a group with several entities and a holding board above them. The group holdings sector page sets out where JOH sees that structure most often, and the independent view matters at each level.

The question of who the independents would follow is also one for the people the board is recruiting. A candidate for a non-executive role who asks who leads the independent directors is telling the board something about their own seriousness. The interview guide for the senior independent director role covers how a chair and nomination committee test for it, and the research report on independent directors on Gulf boards looks at how independence holds up under family control, cross-directorships and long tenure.

Mostly quiet, until it is not

When it works, the senior independent director is nearly invisible. The annual appraisal of the chair is held, a few conversations take place, and the board carries on. The value shows up only on the day somebody needs it, and by then it is too late to appoint one. That is a reason to name the role now, while the chair and the independents are on good terms and the question is a matter of tidiness, not of a dispute.

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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 independent director and chair appointments across the GCC, the UK and Singapore. A board that wants a continuing view of how its independent directors and its chair are working together can request a Board Pulse demo, or engage a partner for a confidential conversation about who would lead the independents in your boardroom today.