Interim Chairman

What Is an Interim Chairman?

An interim chairman is a director appointed to lead the board on a temporary basis. The appointment usually covers the period while a permanent chair is recruited, or a period when the incumbent cannot serve. The role carries the full authority of the chair and the full legal duties of a director: there is no lighter version in law. In UK listed companies the senior independent director most often steps up, but an external appointment is common where the board itself is part of the problem.

Interim chair appointments tend to happen at the least convenient moment: a sudden resignation, a serious illness, a governance failure, or a transaction that arrives before succession planning has caught up. Because they are made under pressure, they are often made without clear terms, without an end date and without anyone setting out what the interim is there to do. This page explains when an interim chair is the right answer, who should take the role, what UK governance requires, how the role differs from a permanent chair, and how to hand over cleanly to the permanent appointment.

NED Capital recruits both interim and permanent chairs. For the permanent search, see our pages on non-executive chair recruitment and chairman of the board recruitment. Searches are run by our senior search team under founder Adrian Lawrence FCA.

When Boards Need an Interim Chair

Sudden departure. A chair resigns, is removed or dies in post. Board meetings still need chairing and the chief executive still needs a counterpart, so someone has to take the seat immediately.

A permanent search that will take time. A thorough chair search takes months rather than weeks, and longer where regulatory approval is required. Boards often underestimate this and appoint an interim once they realise the gap is real. Our guide on how to appoint a board chair sets out the stages.

A governance problem involving the chair. Where the chair’s own conduct or effectiveness is the issue, someone else has to lead the board through resolving it. This is precisely the situation the senior independent director role exists for.

A transaction or crisis. A sale, a contested situation, an investigation or a covenant breach can call for a chair with specific experience for a defined period, after which the board reverts.

Temporary absence. Illness or another unavoidable absence, where the chair is expected to return and the board simply needs cover.

The distinction that matters is between a gap and a problem. A gap needs continuity, and an internal appointment usually serves. A problem needs authority the existing board does not have, and that generally means going outside.

Who Should Take the Role

The senior independent director. This is the UK default and usually the right choice for a gap. Under the UK Corporate Governance Code the senior independent director already acts as a sounding board for the chair, an intermediary for other directors and shareholders, and leads the appraisal of the chair’s performance. Stepping into the chair temporarily is a natural extension. The trade-off is that the board then has no senior independent director, so it should consider temporary cover for that role too. Our pages on what a senior independent director does and how to appoint one explain the role in more detail.

Another existing non-executive. Where the senior independent director cannot step up, another experienced non-executive may. The same independence and conflict questions apply.

An external interim chair. This is the better answer when the board has lost confidence in itself, when an investor or regulator wants visible change, or when the situation needs experience nobody on the board has. It is also the cleaner option where several internal directors want the permanent job, because appointing one of them as interim effectively pre-selects the successor. An external interim starts with less knowledge of the business and takes longer to appoint, but brings independence from the board’s history.

How an Interim Chair Differs From a Permanent Chair

In law there is no difference. Under the Companies Act 2006 an interim chair is a director like any other, with identical statutory duties and identical exposure. The word “interim” describes the expected duration, not the standard applied. Our guide to what a company chairman does covers the role itself.

In practice the job is different in four ways.

Mandate. A permanent chair sets the board’s long-term agenda. An interim keeps the board functioning, makes sure decisions that cannot wait are made properly, gives the executive a counterpart and lets the permanent search run without the pressure of an empty chair. They should not restructure the board, change strategy or remove executives unless that is explicitly their mandate and the board has agreed it.

Intensity. Interim chairing is almost always heavier than the permanent role, because the interim is learning the business while running the board. In a crisis they also absorb the external demands of investors, regulators and sometimes the press that would otherwise fall on a chief executive who is already fully occupied.

Terms. The appointment should have a defined term and a review point rather than an open-ended commitment.

Succession. A permanent chair plans for the board’s future. An interim’s main job is to hand over to someone else.

Where the board genuinely needs repair rather than cover, an independent board evaluation alongside the interim appointment usually achieves more than asking one person to do both.

What UK Governance Requires

Independence on appointment. The Code expects the chair to be independent on appointment, and that applies to an interim as much as a permanent chair. A board appointing a former chief executive as interim chair is departing from the Code and should explain why.

The chair should not lead their own succession. Where a chair is departing, the search for the successor is led by the senior independent director or the nomination committee. An interim who wants to be considered for the permanent role has the same conflict and should be excluded from the selection process.

The tenure clock keeps running. The Code measures a chair’s tenure from the date of first appointment to the board, not from becoming chair. A long-serving non-executive who steps up as interim may have little runway left, which can quietly rule them out of the permanent role.

Regulated Firms and SMF9

In FCA-authorised firms the chair usually holds the SMF9 chair function under the Senior Managers and Certification Regime, which needs regulatory approval before the individual performs it. That approval takes time, which is exactly what a board does not have when a chair leaves suddenly.

The regime includes a limited provision for temporary cover of a senior management function without prior approval where the absence is unforeseen and temporary. It is time-limited and comes with notification requirements, and it is not a route to an open-ended arrangement. Boards relying on it need the permanent approval process running in parallel from the first day, and should confirm the current conditions against the FCA’s rules before relying on it.

The practical lesson is that regulated firms should identify a credible interim chair in advance, as part of board succession planning, rather than discovering the approval timetable during a crisis. Our pages on the SMF9 non-executive chair and FCA-regulated board governance cover the appointment route.

Terms, Fees and the End Date

Interim chair appointments go wrong in the paperwork more often than in the person. At the point of appointment, the board should:

• set a defined term with a review point rather than an open commitment;
• state whether the interim is eligible for the permanent role and, if so, exclude them from the selection process;
• specify the time commitment honestly, recognising that interim chairing is heavier than the permanent role;
• agree what happens if the permanent search overruns; and
• record the mandate: what the interim is there to do, and what they are not.

Interim chairs are usually paid at or above the permanent chair rate, reflecting the intensity and the short notice, and the fee is often structured monthly rather than as an annual retainer. Our NED salary guide sets out the permanent chair benchmarks these are anchored to.

Handing Over to the Permanent Chair

The most common failure is not a bad interim appointment but a reasonable one that never ends. A senior independent director steps up, the board settles, the urgency fades and the permanent search slips down the agenda. Months later the company has a chair who never went through a proper appointment process, a senior independent director seat that has been vacant throughout, and a board composition it would struggle to defend to an investor.

Two safeguards prevent this. Put a date in the board minutes at the point of appointment, and make the permanent search a standing agenda item with an owner who is not the interim. Neither is difficult, and both are routinely skipped.

When the permanent chair is appointed, a structured handover protects the board. The interim should brief the incoming chair on open decisions, board dynamics, the relationship with the chief executive and any investor or regulatory matters in progress. Where the interim was the senior independent director, they return to that role, and the board should confirm that in the minutes. The incoming chair should then lead an early review of board composition and committee membership, using a board skills matrix if the board does not already have one.

How We Help

We help boards in three ways. We recruit external interim chairs at short notice where the board needs independent leadership. We run the permanent chair search alongside an interim appointment, so the two are planned together. And we support succession planning, so boards have an interim option identified before they need it. Our search process follows the principles of the voluntary code of conduct for executive search firms. NED Capital is part of the FD Capital Group, a network of five specialist recruitment firms.

Frequently Asked Questions

What is an interim chairman?
A director appointed to lead the board temporarily, usually while a permanent chair is recruited or while the incumbent is unable to serve. The role carries the same authority and the same legal duties as the permanent position.

How long does an interim chair usually serve?
Usually for the length of the permanent search, with a review point agreed at the outset. A much longer arrangement tends to indicate a search that has stalled rather than a deliberate plan.

Can the senior independent director become interim chair?
Yes, and in UK listed companies this is the most common route. The board should then consider whether the senior independent director role needs temporary cover, since the two roles are meant to be separate.

Can an interim chair apply for the permanent role?
Yes, but the board should decide the position at the outset and exclude them from the selection process if they are a candidate.

Do you recruit interim chairs outside London?
Yes. We work across the UK from our offices in London and the West Midlands. See our locations page.