Meta Title: NED Time Commitment at Regulated Firms | SMF Capital
Meta Description: How much time do non-executive and committee chair roles at regulated firms really take, when does a portfolio become overboarding, and how to check.
NED Time Commitment and Overboarding at Regulated Firms: How Much Is Too Much?
Experienced non-executives are in demand, and many build portfolios of several board roles. At unregulated companies that can work well. At regulated firms, it’s more complicated: the roles demand more time, committee chairs carry personal accountability, and regulators look closely at whether a non-executive can realistically do the job. This post looks at how much time regulated board roles take, when a portfolio becomes too much, and how firms and candidates can check.
Why Time Matters More at Regulated Firms
Regulated boards meet more often, read more papers and oversee more complex risks than most unregulated boards. Committee work is heavier, particularly for risk and audit committees. And chairs and committee chairs who hold Senior Manager Functions under the Senior Managers and Certification Regime are personally accountable for their responsibilities. A non-executive who doesn’t have time to read the papers, ask questions and follow up isn’t just less effective. They may struggle to show they took reasonable steps if something goes wrong.
The regulators consider time as part of fitness and propriety. When approving a chair or committee chair, they’ll ask about the candidate’s other commitments, and may question an application where the portfolio looks too heavy.
How Much Time Board Roles Typically Take
Time commitments vary widely by firm size, complexity and circumstances. As a broad indication for regulated firms:
| Role | Typical annual commitment | In a difficult year |
|---|---|---|
| Independent non-executive, smaller firm | 15–25 days | 30+ days |
| Independent non-executive, larger firm | 25–35 days | 40+ days |
| Committee chair (risk or audit) | Add 10–20 days | Add 20–40 days |
| Senior Independent Director | Add 5–10 days | More during chair succession or board disputes |
| Chair, smaller firm | 40–60 days | More |
| Chair, larger or dual-regulated firm | Often 2–3 days a week | Close to full-time in a crisis |
These are indications, not rules. A “difficult year” might involve remediation, a skilled person review, a transaction, a chief executive change or a regulatory investigation, and when it happens, non-executives must be able to find the extra time quickly.
When Does a Portfolio Become Overboarding?
There’s no single FCA limit on the number of board roles for most firms. But there are clear signals:
- Regulatory limits for significant banks. The PRA applies limits on the number of directorships for directors of significant institutions, under its Rulebook. Check whether these apply to your firm.
- Governance guidance. The UK Corporate Governance Code expects boards to consider whether directors have enough time, and asks for additional appointments to be approved by the board.
- Investor expectations for listed companies, where proxy advisers apply their own limits.
- Practical reality: overlapping board and committee meeting dates, several committee chair roles, or a full-time executive job alongside several non-executive positions.
Warning Signs
- Holding more than one or two committee chair roles at regulated firms at the same time.
- Combining several board roles with a demanding executive position.
- Frequent apologies for absence or late arrival at board and committee meetings.
- Board papers that are clearly unread.
- Limited engagement between meetings.
- Several boards facing difficult periods at once.
What Firms Should Check Before Appointing
Time commitment checklist
- List every current board, committee and executive role the candidate holds
- Estimate the time each takes, including committee chair roles
- Check for overlapping meeting schedules
- Ask how the candidate would cope if two boards had difficult years at once
- Confirm any regulatory limits that apply, for example at significant banks
- Agree the expected time commitment in the appointment letter
- Require the board’s approval before the non-executive takes on additional roles
- Review time commitment as part of the annual board evaluation
A wealth manager’s preferred candidate for audit committee chair is an experienced chartered accountant who already chairs the audit committees of two other regulated firms and sits on a third board. During the search, she confirms she’s planning to step down from one role within six months. The firm agrees to appoint her on that basis, records the commitment in the appointment letter, and times the approval application so she takes up the role after she has stepped down.
What Candidates Should Consider
Experienced non-executives considering a new regulated board role should be honest about their capacity. Ask how often the board and committees meet, how long the papers usually are, and how much time the role took the predecessor. Think about how your existing boards might change: a growing firm, an upcoming transaction or a regulatory review can double the time a role takes. And remember that for Senior Manager roles, the regulator will ask the same questions. It’s far better to decline a role than to accept one you can’t do properly.
Committee Chairs Need the Most Care
Risk and audit committee chairs at regulated firms carry the heaviest workloads and, where they hold SMF10 or SMF11, personal accountability. Holding several of these roles at once is where overboarding most often becomes a problem. Many experienced non-executives limit themselves to one or two committee chair roles at regulated firms.
Building the Board’s Capacity
If the board’s non-executives are stretched, the answer is often to add capacity rather than ask more of existing members. An additional independent non-executive can take on a committee chair role, spread the load and fill a skills gap at the same time. Our board skills matrix template includes term and succession planning to help with this. For non-executive recruitment, NED Capital, a sister practice of SMF Capital, specialises in independent non-executive appointments, and SMF Capital recruits where the role carries a Senior Manager Function. See chair and committee chair recruitment.
Fractional Executives on Boards
Overboarding questions aren’t only about non-executives. Fractional executives, such as part-time finance directors, compliance officers or MLROs, sometimes sit on several boards as executive directors. The same principles apply: confirm every commitment, check that the time adds up, and plan for difficult periods. Regulators assess fractional Senior Managers’ time commitments in the same way.
Recording the Board’s View
When a non-executive takes on a new external role, the board should consider whether it affects their capacity and record its view. That record shows the board took the question seriously, and gives it a basis to revisit the arrangement if attendance or engagement later slips. The nomination committee should review every non-executive’s external commitments at least once a year, as part of the board evaluation. The appointment letter should set out the expected time commitment and the requirement to seek approval for additional roles.
Board Capacity
Guides and services for boards planning non-executive time and roles. Every SMF search is led personally by Adrian Lawrence FCA
Board Roles
Non-executives and committee chairs.
→ NEDs at FCA-regulated firms
→ Chair and committee chairs
Board Tools
Planning skills and succession.
→ Board skills matrix template
→ SMF succession planning
Board Pressures
Other board-level questions.
→ PRA collective suitability
→ Whistleblowers’ champion
Getting Approved
Time and fitness and propriety.
→ The fit and proper test
→ SMF appointment timeline
Every SMF search is led personally by Adrian Lawrence FCA
Frequently Asked Questions
Is there a limit on how many boards a NED can sit on?
For most regulated firms, there’s no fixed FCA limit, but the regulators consider time as part of fitness and propriety. The PRA applies directorship limits for significant institutions.
How many days does a regulated NED role take?
Typically 15–35 days a year for an independent non-executive, more for committee chairs and much more for chairs, with significant extra time in difficult years.
Will the regulator ask about other roles?
Yes, for Senior Manager roles such as chair and committee chairs. Be ready to explain the candidate’s commitments and how they’ll find the time.
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 SMF Capital board search personally, checking every candidate’s existing commitments before introduction. View Adrian’s ICAEW profile.
Is Your Board Stretched?
We can help you add capacity with the right independent non-executive or committee chair. Get in touch for a confidential conversation.
Adrian Lawrence FCA is the founder of SMF Capital and a Fellow of the Institute of Chartered Accountants in England and Wales and holds an ICAEW practising certificate in his own name. He holds a BSc from Queen Mary College, University of London, and has over 25 years of experience working with boards, investors and business owners across the UK. He founded SMF Capital to help FCA and PRA-regulated firms appoint the Senior Managers the regulators expect, with the fit and proper assessment built into every search, and personally leads every Senior Manager Function search.
