The Future of FTSE 350 Chairs: Turning Pipeline Barriers into Practical Opportunities

The FTSE Women Leaders Review, in collaboration with Professor Irene-Marie Esser of the University of Glasgow, has published new research into one of the most under-examined corners of board governance: how someone actually becomes a Chair. Drawing on interviews and surveys with sitting FTSE 350 Chairs, a Senior Independent Director, executive search practitioners, the FRC and the Investment Association, the report moves the conversation on from board-level representation (now at 43% women) to a much harder question: why women still hold only 17% of Chair seats.

The findings are refreshingly practical. Rather than calling for new regulation, the report sets out a shared roadmap for boards, Chairs, SIDs, search firms and investors. Here's what stood out, and where we see genuine opportunity,  including for the company secretarial profession.

The Chair role is changing, and that's good news for diverse talent

The report is clear that the Chair leads the board, not the business: setting tone and culture, creating psychological safety, and balancing a supportive-but-challenging relationship with the CEO. What's notable is the growing demand for skills that go well beyond a traditional CV: emotional intelligence, facilitation of Board discussions, stakeholder brokering, comfort with technology, AI and geopolitical volatility all featured prominently in interviews.

This widening skills definition is an opportunity in itself. It opens the door to candidates from CFO, committee chair, divisional leadership and professional services backgrounds, and directly challenges the "only former CEOs make good Chairs" myth that the report sets out to debunk.

Succession planning: the clearest lever for change

Succession planning emerges as one of the report's strongest practical themes. Three structured tenure-and-succession scenarios are proposed (broadly: identify Chair potential by year six, broaden the roles that feed into chair succession, and consider options to extend tenure to a maximum of twelve years where business circumstances justify it). The aim is to give boards a principled framework for using "comply or explain" on the nine-year tenure provision, rather than treating it as a rigid cut-off that disadvantages directors, often women, who join boards later in their careers.

Opportunity for boards and company secretaries: this is a strong case for building Chair succession into the annual board effectiveness cycle rather than treating it as a one-off recruitment event. A rolling, year-six review of internal Chair potential, properly minuted and evidenced, also creates exactly the kind of "clear, meaningful and context-specific explanation" that the FRC and investors say they want to see when departing from the UK Corporate Governance Code (the Code).

Board effectiveness reviews have a bigger role to play

The report repeatedly points to a gap between formal compliance and meaningful governance reporting - describing a tendency toward boilerplate "comply or explain" disclosures that don't really explain anything. The Investment Association's view, echoed throughout, is that investors will support well-reasoned departures from the Code; what they reject is template language.

This is a clear opening for effectiveness reviews to do more heavy lifting: explicitly testing succession readiness, the depth of the Chair candidate pool, and the quality of tenure-related disclosures, not just board dynamics in the abstract. A review that reveals a genuine, company-specific rationale for tenure flexibility is far more defensible to investors than an explanation written after the fact.

Directors' duties training: widening what "Chair-ready" looks like

Several recommendations point toward formal development rather than just informal exposure. The report calls for SIDs to receive targeted training in Chair recruitment, succession planning and capability assessment, and recommends that first-time Chairs be supported through structured handovers and shadowing rather than left to learn on the job.

Induction and directors' duties training programmes could be extended to explicitly cover Chair-readiness, not just the legal duties of directors, but the practical mechanics of running a board, managing the Chair-CEO relationship, and engaging investors. Audit, Remuneration and Risk Committee chairing is identified as valuable preparation for this; training that formally connects committee chairing experience to future Chair capability would directly support the pipeline the report wants to see.

Rethinking the SID role as a genuine stepping stone

One of the more striking findings is that the SID position, now held by women in 61% of FTSE 350 companies, against just 17% of Chairs, is too often treated as the easy way to satisfy diversity expectations across the four key roles (Chair, SID, CEO and CFO/Finance Director), rather than as real preparation for chairing. The report suggests that this has led to women taking on portfolio NED roles earlier in their careers and therefore being seen to lack the executive experience required for the Chair Role. The nine-year rule and conflict-of-interest issues (SIDs typically run the Chair recruitment process) can also make it structurally difficult to progress from SID to Chair on the same board.

The report's response is constructive rather than critical: give SIDs more investor exposure, more stakeholder involvement, and recognise that the natural next step may be a Chair role at a different company. Reframing the SID role this way, as a deliberate development stage with a defined progression pathway, is a tangible, low-cost change that boards can make immediately.

Broadening the talent pool - and the case for capability over credentials

A central theme is the over-reliance on CEO and CFO experience as the default route to Chair, which the report argues narrows the pool unnecessarily and disadvantages women, who remain underrepresented in P&L and revenue-generating roles. The recommendations call for capability-led search briefs that weigh judgement, stakeholder management and strategic facilitation alongside (not instead of) executive titles, and for boards to actively review and challenge the diversity of candidate shortlists.

Encouragingly, the report also highlights routes that are often overlooked: senior professional services and advisory leaders, divisional P&L leaders, and experienced committee chairs are all identified as bringing genuinely transferable Chair skills.

Opportunities for the company secretarial community

This report has implications well beyond the boardroom. For company secretaries and governance professionals, it points to several areas where the function can add real value:

• Owning the succession narrative: helping boards build and document year-on-year Chair succession planning, so that any future "comply or explain" disclosure on tenure is grounded in a clear paper trail rather than drafted under time pressure.
• Strengthening governance reporting quality: company secretaries are well placed to help boards move from formulaic compliance statements to the specific, well-evidenced explanations that the FRC and investors are asking for.
• Designing SID and committee chair development pathways: formalising how committee chairing and SID experience builds toward Chair readiness, with proper records of exposure, training and investor engagement.
• Supporting first-time Chair transitions: co-ordinating the structured handovers, shadowing and investor communication the report recommends; an area where governance teams already hold much of the institutional knowledge.
• Bringing rigour to search mandates: helping Nomination Committees write briefs that reflect capability-based criteria, and tracking shortlist diversity over time as part of board reporting.

The takeaway

The report is notably optimistic in tone: it frames the Chair pipeline as a solvable, practical problem rather than an unmanageable one, and resists calls for further regulation in favour of shared accountability across boards, Chairs, SIDs, search firms and investors. With clearer succession frameworks, broader definitions of Chair-readiness, and more deliberate use of the flexibility already built into the Code, the path to a more diverse cohort of FTSE 350 Chairs looks more achievable than the current 17% figure might suggest.

If any of this resonates, or raises questions for your organisation, please do get in touch ruby.fitzpatrick@lawdeb.com