Every director on your board should know exactly what the job is
We draft precise, code-aligned role descriptions for chairs, committee chairs, independent directors and executive directors, so expectations are set on appointment, not discovered in conflict.
Our members, alumni and clients come from iconic organizations
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Undefined roles are where governance failures begin
Most organizations have detailed job descriptions for every manager, and nothing for the people who carry ultimate legal accountability. When director roles are undefined, the symptoms follow a pattern: chairs who drift into management, directors who under-contribute without consequence, committee mandates that overlap, and new appointees who take a year to understand what is expected of them.
A precise role charter fixes this quietly and cheaply. It defines duties, time commitment, behavioural expectations and performance standards, and gives the chair a legitimate basis for every difficult conversation that follows.
A complete, code-aligned set of role charters
Every engagement is scoped to your board after a short brief, no off-the-shelf documents, no generic templates.
Chair role charter
The chair's mandate: board leadership, agenda control, shareholder interface, CEO relationship boundaries, and evaluation duties.
Independent / non-executive director charter
Duties, independence requirements, time commitment, preparation standards, and contribution expectations, the basis for annual director reviews.
Committee chair charters
Audit, remuneration, nomination and risk committee chair roles, aligned to each committee's terms of reference.
Executive director and board secretary definitions
Where the executive role ends and the director duty begins, the boundary most governance disputes are fought over.
Time commitment and remuneration framework
Expected days per year, meeting cadence, and the link between role weight and fee structure, ready for your remuneration discussions.
Regulatory alignment check
Each charter mapped to your applicable code: UAE SCA, CBUAE, Saudi CMA, or international codes, with legal duties stated in plain language.
A clear process, designed around your board's calendar
We keep demands on director time deliberately light. Most of the work happens between meetings, not in them.
Brief
A 60-minute session with the chair, CEO or board secretary to understand your structure, ownership model, regulatory context and pain points.
Document review
We review your articles, board charter, committee terms of reference and any existing role documents to ensure consistency.
Drafting
We draft the full charter set, aligned to your code and written in plain, enforceable language.
Review & finalization
One consolidated review round with your chair or general counsel, then final board-ready versions with an adoption note for your next meeting.
The GBI Role Charter Method™
A director job description is only useful if it is specific, enforceable and aligned. Every charter we draft passes five tests.
Accountable
States legal duties and personal accountability in plain language, not boilerplate.
Specific
Defines time commitment, preparation standards and contribution expectations you can actually measure.
Bounded
Draws the line between governing and managing, the boundary that protects both board and CEO.
Aligned
Consistent with your articles, board charter, committee mandates and applicable governance code.
Usable
Written to be used, in recruitment, onboarding, evaluation and, when needed, exit conversations.
The Non-Executive Director Role Description Template
A professionally structured NED job description template with drafting notes, the fastest way to see what a complete role charter looks like and where yours falls short.
- Full NED role description template with annotation notes
- The 10 clauses most boards leave out, and regret
- Time commitment benchmarks by company type
- Checklist: is your chair's role actually defined anywhere?
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Advisory led by practitioners, not theorists
Wassim Karkabi
Founder & Executive Chairman, Global Board Institute
Wassim advises boards, chairs and shareholders across the GCC and internationally on governance, board effectiveness and director development. He leads every advisory engagement personally, supported by GBI's global faculty of experienced chairs and directors.
“We had operated for a decade without a single written director role. Within three weeks we had a full set of charters, and our first genuinely structured director review followed a month later.”
Group CEO, family-owned holding companyFrequently asked questions
We already have a board charter. Isn't that enough?
A board charter defines what the board does collectively. It says nothing about what each individual is accountable for. Role charters complete the picture, and they are what you rely on when one director's contribution becomes the issue.
Can these be used for recruitment?
Yes. That is one of their main uses. Each charter converts directly into a candidate specification for search, and serious candidates will expect to see one before accepting an appointment.
Are the charters legally binding?
They are governance documents, not contracts, but they carry real weight. They evidence the standard of care your board has set, support director appointment letters, and give the chair a documented basis for performance conversations. We recommend your counsel reviews final drafts, and we align the language to make that review fast.
Do you cover family businesses and state-owned entities?
Yes. Family businesses need charters that manage the family-board boundary; SOEs and government-related entities need alignment with their ownership policies. Both are core GBI territory in the GCC.
What does this cost?
This is one of our most accessible fixed-scope services, priced after a short brief based on the number of roles and your regulatory context. Book a call and you will have a quote within days.
What if we need the full governance framework, not just role descriptions?
Role charters are a natural module of our Governance Framework Design service. If your charters expose deeper structural gaps, we can extend the engagement seamlessly.
Put the job in writing, before you need to point at it
Book a short call. Tell us your board structure and we will scope a complete role charter set with a fixed fee within days.
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