Lazard UK CEO and Co-Head of European Investment Banking Cyrus Kapadia authors op-ed in The Times of London

In May 2026, The Times of London published an op-ed written by Cyrus Kapadia, Lazard's UK CEO and Co-Head of European Investment Banking. 

Click here to read the op-ed in The Times. Alternatively, read the full piece below. 

Flexibility on nine-year rule is more important than ever

Adopting a box-ticking approach to corporate governance is a mistake. In times of turbulence there must be room for experience

By Cyrus Kapadia

There is a fundamental tension in UK corporate governance: how can boards maintain oversight while helping turbocharge the UK’s competitiveness? 

Without growth, firms do not create value and may eventually fail. There are also examples of companies declining without proper governance. The real question is how governance can support value creation. A strict, box‑ticking approach to board tenure can work against that goal. This tension is especially visible in the UK’s nine‑year guidance on board tenure. UK plc boards should think carefully before applying the nine‑year rule for FTSE chair and non‑executive directors too rigidly. 

The guideline for board chairs and non-executive directors was born from a legitimate concern about chairs and directors who “stayed and stayed”, entrenching themselves and weakening independent oversight. The Cadbury reforms sought to ensure fresh thinking and independence. Nine years was judged long enough for a chair to make their mark, while maintaining challenge and objectivity; a balance of experience and independence. 

The 2018 revision of the UK Corporate Governance Code tightened this further by ending the practice of “resetting the clock” when a non‑executive director became chair.

This guidance, which many treat as a rule, is only useful if it helps a company thrive. In today’s climate, firms should view the chair and board’s longevity as a potential asset. Deep knowledge of a company’s operations is valuable when circumstances are in constant flux. 

Given geopolitical dynamics and disruption to energy and supply chains, the need for boardroom experience, stability and resilience is paramount. Geopolitical insight is also critical to high-functioning boards. Firms that recognise this place it on par with business and strategic development. My own firm’s team of geopolitical experts regularly speak to major boards as part of this work.

The UK operates a “comply or explain” approach to the nine‑year recommendation, leaving space for firms to keep exceptional board members longer. But too often this guidance is taken as a hard rule, rather than using the Code’s flexibility when this is clearly in shareholders’ long-term interests.

The UK should look at other markets. In the United States, there is not the equivalent nine-year rule and boards have wider discretion on the tenure of board members. The benefit is flexibility based on performance, expertise and the needs of the business. 

Is there a link between governance tenure and performance? A 2025 study by Schroders Asset Management, covering more than 2,000 companies, primarily in the US, found a relationship between longer‑tenured chairs, chief executives and directors and stronger long‑term performance. The findings challenge the assumption that tenure beyond nine years weakens objectivity. As the authors note, “independence is a behaviour, not a number”, and I agree. 

Most boards begin chair‑succession planning in years six and seven, because smooth transitions take time and suitable candidates are not always easy to find. Those years may coincide with strategic or geopolitical turbulence, including M&A, senior executive departures or cyber incidents. When a company is in the middle of such disruption, the key question is not “Has the chair reached year nine?” but “Is further change right for the company now?” Strong companies seek stable leadership through disruption. I have seen this a number of times when advising companies considering strategic M&A projects. 

Too often, the default answer becomes automatic. Much of this stems from the governance community among shareholders, which can enforce a literal interpretation that nine years must mean change. Yet the spirit of the Code was to encourage judgment, not mechanical turnover.

None of this denies the risks of long tenure. A chair or non‑executive director who has been in place for too long may find it harder to challenge the status quo or propose a significant change in strategic direction. Independence of mind can erode over long periods. That is why boards should seek balance: new perspectives alongside the deep understanding that experienced directors bring, while avoiding cliff‑edge turnover that unsettles management and markets.