Chairman of the Board Recruitment

Recruiting the Chairman of the Board

The chairman is the most senior appointment a board makes. The chair leads the board, sets its agenda, shapes its culture and decides how well it challenges and supports the executive team. When the appointment works, the board becomes a genuine source of judgement and oversight. When it fails, the effects reach every part of the organisation: weak decisions, a strained relationship with the chief executive, frustrated investors and, in time, a costly second search.

NED Capital runs retained searches for chairmen of the board across private and family companies, private equity portfolios, listed and AIM companies, FCA-regulated firms, charities and public bodies. Searches are run by our senior search team under founder Adrian Lawrence FCA, a Fellow of the ICAEW and former listed-company finance director.

This page explains how we run a chairman search: who should own the process, how we build the brief, where the candidates come from and how we assess them. If you want to understand the role itself, our guide to what a company chairman does covers it in depth. If you are specifically appointing an independent chair from outside the business, see our non-executive chair recruitment page. If the seat is empty now and you need cover while the permanent search runs, see interim chairman recruitment.

Why a Chairman Search Is Different

A chairman search is not a senior NED search with a different job title. Three things make it harder.

The candidate pool is narrow. The people who can credibly chair a board are usually sitting chairs, experienced senior independent directors or former chief executives with substantial board experience. Almost none of them are looking for a role. They are reached through research and direct, confidential approaches, not advertisements.

The fit is two-sided. A chair has to work with the chief executive every week, often under pressure. Capability is not enough: the relationship must be one of trust, candour and clear boundaries. A chair who drifts into running the business undermines the chief executive; a chair who defers too readily leaves the board without leadership. Our article on CEO vs chairman: who really holds the power explores how this balance plays out in practice.

The stakeholders are broader. Investors, lenders, regulators, founders and, for charities, the wider membership all have a view on who leads the board. The search has to produce a chair those stakeholders will back, and a process the board can defend.

Who Should Own the Process

The outgoing chair should not lead the search for their own successor. Under the UK Corporate Governance Code, the nomination committee leads board appointments, and when the chair is being replaced the senior independent director normally steps in to lead that process. Our guides on the senior independent director and how to appoint a board chair explain the governance in more detail.

In private companies the owner or principal shareholder often leads, and in private equity-backed businesses the investor director usually does. Charities typically form a small trustee panel. Whoever leads, we recommend agreeing three things at the start: who makes the final decision, who must be consulted, and how the chief executive will be involved. Chief executives should meet the finalists, but should not have a veto over the person who will oversee them.

Building the Brief

A good chairman brief starts with the board’s next three to five years, not with the outgoing chair’s profile. We work with the nomination committee or lead director on questions such as:

• What will the board have to do over the next few years: grow, refinance, list, sell, turn around, rebuild trust with a regulator or manage a founder transition?
• What does the current board lack in leadership, sector knowledge or stakeholder credibility?
• How should the chair work with this chief executive, and what support or challenge does the chief executive need?
• What time commitment is realistic, including in a crisis?
• Which independence, conflict and regulatory requirements apply?

Where it helps, we use a board skills matrix and the findings of any recent board evaluation to test the brief against the board as a whole. The result is a short specification that separates essential requirements from preferences, which keeps the shortlist focused.

Chairman Searches by Type of Organisation

Private and family companies. The first independent chair often marks the move from an owner-run board to a professional one. The chair needs to earn the confidence of the family or founders while introducing proper governance. Our guide to building a board for a family business covers the wider picture, and our private company board search page sets out our approach.

Private equity-backed businesses. Investors usually want a chair who has delivered a value creation plan and an exit before, who can manage the relationship between management and the fund, and who will hold the chief executive to a demanding plan. See the role of a PE chair and our work on NEDs for private equity boards.

Listed and AIM companies. The chair must meet the independence expectations of the UK Corporate Governance Code or the QCA Code, lead engagement with institutional shareholders and oversee board succession. Our listed company board recruitment page covers these appointments.

FCA-regulated firms. At core and enhanced firms the chair of the governing body is the SMF9 senior manager function and needs FCA approval. We build the regulatory process into the search timetable. See SMF9 chair appointments.

Charities and not-for-profits. The chair of trustees leads a volunteer board, works closely with the chief executive and carries the trustees’ collective legal duties under Charity Commission guidance. See trustee recruitment and charity board recruitment.

How We Run the Search

1. Brief and specification. We agree the brief, the decision process, the timetable and the fee structure before the search begins.

2. Research and approach. We map sitting chairs, senior independent directors and former chief executives with relevant board experience, drawing on research and on the shared network of the five firms in the FD Capital Group. Approaches are made directly and in confidence.

3. Assessment. Each candidate is interviewed in depth against the brief. We test how they lead a board, how they handle disagreement with a chief executive, how they have dealt with crises, and how much time they can genuinely commit alongside other roles. Independence and conflicts are checked in the first conversation, not at offer stage.

4. Shortlist. We present a shortlist with written assessments, so the panel can compare candidates like for like. We help design the interview process, including the meeting between finalists and the chief executive.

5. Referencing and appointment. Board-level referencing covers how the candidate has actually chaired: from fellow directors, chief executives they have worked with and, where possible, investors. We support the offer, the terms of appointment and, for regulated firms, the approval process.

6. Handover. A planned handover from the outgoing chair, a structured induction and an early review of how the board is working give the new chair the best start. Our pieces on board succession planning and why succession planning fails without NED oversight explain why this stage matters.

What Makes a Strong Chairman Candidate

The best chairs we see share a recognisable set of qualities, whatever the sector:

• Board leadership. They have chaired before, or have been a senior independent director or committee chair long enough to lead a board with authority.
• Judgement about boundaries. They know the difference between overseeing the business and running it.
• Stakeholder credibility. Investors, lenders, regulators and staff take them seriously.
• The ability to have difficult conversations. With the chief executive, with underperforming directors and with shareholders.
• Time and resilience. A chair’s workload rises sharply in a crisis, and the role needs headroom alongside other commitments.
• Independence. Free of relationships that would compromise their judgement, assessed against the Code where it applies.

Chairman Fees and Time Commitment

A chair typically commits considerably more time than other non-executive directors: board and committee meetings, regular sessions with the chief executive, shareholder engagement and board development. Fees reflect the size and complexity of the organisation, its ownership and the time required. Our NED salary guide sets out typical ranges, and our guide to how NED fees are structured explains the options, including equity in private equity-backed businesses.

Candidates interested in chair roles can register with us in confidence. Our team reviews every registration against live and upcoming mandates.

We follow the voluntary code of conduct for executive search firms, and assess chair independence against the UK Corporate Governance Code, the QCA Code, the Charity Governance Code or the Senior Managers and Certification Regime, as applies.

Frequently Asked Questions

Should the outgoing chair be involved in choosing their successor?
They can share their knowledge of the board and the role, but they should not lead the process or make the decision. The senior independent director, the nomination committee or the lead investor normally leads.

Can our chief executive become chairman?
The UK Corporate Governance Code says a chief executive should not go on to chair the same company. If a listed board proposes it exceptionally, major shareholders should be consulted beforehand and the reasons explained publicly. Private companies are not bound by the Code, but the same concerns about independence and oversight apply.

How is chairman recruitment different from non-executive chair recruitment?
This page covers chairman searches of every kind, including owner-led and investor-led appointments. Our non-executive chair page focuses specifically on recruiting an independent chair from outside the organisation.

How long does a chairman search take?
Most searches produce a shortlist within a few weeks of the brief being agreed, but chair appointments often take longer overall because of stakeholder consultation and, for regulated firms, FCA approval. If the seat is vacant now, an interim chairman can cover the gap.

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