Chair and Board Committee Chair Recruitment: SMF9 to SMF14
SMF Capital recruits board-level Senior Managers for regulated firms: Chairs, risk, audit, remuneration and nomination committee chairs, and Senior Independent Directors. Every search is planned around the board’s collective suitability and the regulators’ approval process from the first conversation, and every search is led personally by Adrian Lawrence FCA.
Board-Level Senior Manager Functions
Under the Senior Managers and Certification Regime, the most important board roles are Senior Manager Functions in their own right, each needing regulatory approval before the individual can start:
- SMF9, Chair of the Governing Body, at Core and Enhanced firms. See our SMF9 guide.
- SMF10, Chair of the Risk Committee.
- SMF11, Chair of the Audit Committee.
- SMF12, Chair of the Remuneration Committee. See our SMF12 guide.
- SMF13, Chair of the Nomination Committee.
- SMF14, Senior Independent Director.
The committee chair functions and the Senior Independent Director apply mainly at Enhanced firms and dual-regulated firms such as banks, building societies and insurers, where several are designated by the Prudential Regulation Authority. At smaller firms, the Chair is often the only board-level Senior Manager. Our guide to which SMFs apply at each firm tier sets out the mapping.
Board-level Senior Managers carry personal accountability for how the board and its committees operate. The regulators expect them to lead effective challenge, not simply preside over meetings.
What the Regulators Expect
The Chair
The Chair leads the board, sets its agenda, makes sure it receives the information it needs and fosters open challenge. The regulators see the Chair as central to the firm’s governance and culture, and often meet the Chair directly.
Committee Chairs
Each committee chair is accountable for the effectiveness of their committee. The risk committee chair oversees the risk framework and the chief risk officer. The audit committee chair oversees financial reporting, internal controls and internal and external audit. The remuneration committee chair makes sure pay supports sound risk management and good conduct. The nomination committee chair oversees board composition and succession.
The Senior Independent Director
The Senior Independent Director acts as a sounding board for the Chair, leads the Chair’s appraisal and provides an alternative route for concerns.
Collective Suitability
For dual-regulated firms, the PRA assesses whether the board as a whole has the knowledge, skills and experience to oversee the firm. Every appointment needs to fit the whole board, not just the role.
Permanent, Interim and Fractional Board Appointments
Permanent
Most board appointments are for fixed terms, commonly three years with the option to renew. We recruit permanent chairs, committee chairs and Senior Independent Directors, planned around the board’s skills matrix and succession timetable.
Interim
Interim board appointments are rarer but sometimes needed, for example when a chair or committee chair leaves unexpectedly, or when a firm needs experienced board leadership during a crisis, remediation or transaction. Where a Senior Manager leaves unexpectedly, the 12-week rule allows temporary cover, and since the April 2026 reforms the firm must submit an approval application within those 12 weeks if the person covering is to continue.
Fractional
Board roles are inherently part-time, typically a set number of days a year plus committee work. The key is being realistic about the time commitment, particularly for committee chairs at firms under supervisory pressure. See fractional and interim SMF cover and our article on when fractional appointments work.
How We Run a Chair and Committee Chairs Search
- Brief against the Statement of Responsibilities. We start from what the new Chair and Committee Chairs will actually be accountable for, including any Prescribed Responsibilities, not just the job title.
- Direct, confidential search. Most strong candidates already hold roles and aren’t looking. We approach them discreetly, without naming your firm until the right point.
- Fit and proper pre-assessment. Every candidate is tested against the fit and proper test before reaching your shortlist: prior approvals, regulatory history, directorships and financial soundness.
- Shortlist and interview. Adrian Lawrence FCA interviews every shortlisted candidate personally. Our guide to interviewing an SMF candidate sets out the questions we use.
- References and application. We start regulatory references early and support the approval application and Statement of Responsibilities.
- Through approval to day one. We plan notice periods around the regulator’s timetable and stay involved until your new Senior Manager is in post.
What We Look For in Board Candidates
Relevant Sector Experience
A risk committee chair for a bank needs prudential depth. An audit committee chair needs a strong financial reporting background, often a professional accounting qualification. A remuneration committee chair needs to understand the applicable Remuneration Codes. We match candidates to the committee’s actual responsibilities.
Independence
Independent non-executives must be free of relationships that could compromise their judgement. We check candidates’ other roles and interests early.
Time
Committee chairs at regulated firms carry heavy workloads. We confirm candidates’ existing commitments and whether they can realistically take on the role.
Chairing Skills
Leading a board or committee effectively, encouraging challenge while keeping discussions productive, is a distinct skill. We look for evidence of it, not just seniority.
Regulatory Credibility
Board-level Senior Managers often meet the regulators directly, and PRA interviews are common for dual-regulated chair and committee chair roles.
Working With NED Capital
Many board appointments at regulated firms don’t carry a Senior Manager Function: independent non-executive directors without chairing responsibilities, for example. NED Capital, a sister practice of SMF Capital, specialises in non-executive and board appointments of every kind. Where a board role carries a Senior Manager Function and needs regulatory approval, SMF Capital leads the search. Where a firm needs both, the two practices work together.
Board Composition and Effectiveness
Board appointments work best when they follow an honest assessment of the board’s skills and effectiveness. The UK Corporate Governance Code offers a useful framework even for firms outside its formal scope. A governance and SMF structure review can help identify gaps before a search begins.
Timing and Approval
Board-level approvals can take up to three months once a complete application is submitted, and PRA interviews add time for dual-regulated firms. Candidates often need to give notice on other board roles. Because terms are fixed, succession for chairs and committee chairs can and should be planned well ahead. Our SMF appointment timeline sets out the stages.
Chair and Committee Chairs (SMF9–SMF14) Recruitment
Guides and services for firms appointing a Chair and Committee Chairs. Every SMF search is led personally by Adrian Lawrence FCA
Board Guidance
What the regulators expect of board roles.
→ SMF9 Chair explained
→ SMF12 Remuneration Committee Chair
Board Composition
Getting the mix right.
→ Governance structure review
→ Multi-SMF team build
Getting Approved
Approval for board appointments.
→ The fit and proper test
→ Regulatory references
Related Roles
Executives the board oversees.
→ Regulated CEO recruitment
→ Chief Risk Officer recruitment
Every SMF search is led personally by Adrian Lawrence FCA
Other Senior Manager Roles We Recruit
SMF Capital recruits across every Senior Manager Function. Alongside this role, we have dedicated pages for Compliance Officer (SMF16), MLRO (SMF17), Chief Risk Officer (SMF4), Chief Operating Officer (SMF24) and Regulated Chief Executive (SMF1), and designation guides to every other SMF. We also run sector-specific searches for wealth managers, investment managers, consumer credit firms, insurers and MGAs, banks and building societies, payments and fintech firms and crypto-asset firms, and location searches in London, Birmingham and Bristol. Candidates can see every current role on our SMF jobs board.
Frequently Asked Questions
Does a Core firm need committee chairs as Senior Managers?
Usually not. At Core firms, the Chair is typically the only board-level Senior Manager Function. Committee chair functions apply mainly at Enhanced and dual-regulated firms.
Do audit committee chairs need an accounting qualification?
Not as a legal requirement in every case, but the role needs recent and relevant financial experience, and many firms look for a professional accounting qualification.
Can you recruit ordinary non-executive directors too?
Yes, through NED Capital, which specialises in non-executive appointments. SMF Capital leads where the role carries a Senior Manager Function.
How far ahead should we plan chair succession?
Ideally a year or more, given fixed terms, notice periods and approval. For dual-regulated firms, allow for a PRA interview.
About the Author
Adrian Lawrence FCA is the founder of SMF Capital. He is a Chartered Accountant and Fellow of the ICAEW, holds a practising certificate in his own name, and is a former listed-company Finance Director with a BSc from Queen Mary College, University of London. He founded FD Capital in 2018 and has since built a network of five specialist recruitment practices. He leads every board-level SMF search personally, working with NED Capital where a board needs both approved and non-approved appointments. View Adrian’s ICAEW profile.
Appointing a Chair or Committee Chair?
Tell us about your board, your firm’s tier and your timing. We’ll come back to you the same working day with a view on the market and the approval process.