A Head of Governance leads an organisation’s governance function and provides senior advice to the board and executive team.
The title can cover quite different jobs.
In one organisation, the role may lead the company secretarial team and work closely with the Chair and board. Elsewhere, it may cover a wider mix of corporate governance, regulatory requirements, assurance, risk or organisational policy.
The person may also be the formally appointed Company Secretary, but that should not be assumed from the title.
For employers, the important question is what this particular Head of Governance will own.
This guide covers the main responsibilities, how the role differs from related governance positions and what to establish before recruiting.
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If you are already considering an appointment, contact Ingen Partners to discuss the requirement.
Head of Governance at a Glance
| Question | What Employers Should Consider |
|---|---|
| What does a Head of Governance do? | Leads the governance function, advises senior stakeholders and helps ensure governance arrangements remain effective |
| Where does the role sit? | Governance, company secretarial, legal, risk, compliance or corporate services |
| Who might they report to? | Chief Executive, General Counsel, Director of Legal or Governance, Chair or board |
| Does the role manage a team? | Usually, although some organisations use the title for a senior standalone role |
| Is the person also Company Secretary? | Sometimes, but not automatically. |
| What determines the scope? | Sector, regulatory environment, board complexity, legal entities and existing team capability. |
| What should employers assess? | Governance knowledge, judgement, leadership, board credibility and evidence of improvement |
What Does a Head of Governance Do?
A Head of Governance takes responsibility for how governance operates across the organisation and usually leads the team supporting it.
The precise remit varies, but most roles include some combination of governance leadership, board support, frameworks, compliance and team management.
Governance Leadership
The Head of Governance may:
- Set priorities for the governance function
- Develop governance policies and frameworks
- Clarify decision-making and escalation routes
- Monitor legal, regulatory and governance developments
- Report on governance performance
- Identify weaknesses
- Lead improvement work
At this level, the role is normally expected to do more than maintain existing arrangements.
The person should be able to recognise when a process, framework or reporting structure is no longer working and decide what needs to change.
Board and Committee Support
Board support at Head of Governance level is not simply administration.
Responsibilities can include:
- Advising the Chair, directors, trustees and committee Chairs
- Overseeing the board and committee calendar
- Maintaining terms of reference
- Improving the quality and timeliness of board papers
- Ensuring decisions and actions are properly recorded
- Supporting director or trustee induction
- Coordinating board performance reviews
- Following up review recommendations
The FRC Corporate Governance Code Guidance places importance on effective board procedures, access to governance advice, good information flows and support for the Chair.
A senior governance leader therefore needs credibility with the board as well as technical knowledge.
Governance Frameworks and Compliance
The remit may also cover:
- Matters reserved to the board
- Schemes of delegation
- Committee structures
- Conflicts processes
- Governance policies
- Governance calendars
- Subsidiary governance
- Legal-entity governance
- Statutory records and filings
- Annual-report governance disclosures
- Shareholder or member meetings
- Regulatory governance
The boundaries need to be clear.
Governance often overlaps with legal, risk, compliance and assurance. That does not mean a Head of Governance should automatically own all of them.
If the role includes several control functions, that should be a deliberate decision with the authority, team and resources to support it.
Team and Stakeholder Leadership
Most Heads of Governance lead other governance professionals.
That may involve:
- Setting team priorities
- Allocating board and committee responsibilities
- Developing junior team members
- Reviewing technical work
- Improving systems and processes
- Building succession within the function
The role also needs strong relationships with senior stakeholders.
A Head of Governance may need to challenge a proposed decision, question the way an approval is being handled or raise a concern with someone considerably more senior.
That requires judgement and confidence, not just knowledge of the rules.
Is a Head of Governance the Same as a Company Secretary?
Not necessarily.
Head of Governance is a job title.
Company Secretary may also be a formally appointed office under company law.
Some organisations combine the roles. Others separate them, with a Company Secretary leading corporate and statutory work while the Head of Governance has a wider organisational remit.
A UK public company must have a suitably qualified Company Secretary. Private companies generally do not need to appoint one unless their articles require it.
If the Head of Governance will also hold the formal Company Secretary office, say so explicitly in the brief.
Our Company Secretary Job Description explains that role in more detail.
Governance Officer, Governance Manager or Head of Governance?
Governance job titles are not used consistently.
The level of ownership is usually a better guide.
| Role | Typical Focus | Typical Responsibility |
|---|---|---|
| Governance Officer | Delivery and coordination | Handles defined governance tasks or committees within an established framework |
| Governance Manager | Ownership, advice and improvement | Manages significant governance responsibilities independently and may supervise others |
| Head of Governance | Functional leadership | Leads the function, sets standards and advises senior leadership or the board |
| Company Secretary | Board governance and company secretarial responsibilities | May hold the formal office and act as a principal adviser to the board |
| Director of Governance | Wider strategic leadership | May oversee governance alongside legal, risk, assurance or other corporate functions |
A Governance Manager will generally operate within an established structure.
The Head of Governance is more likely to be responsible for whether that structure is working in the first place.
When Should an Organisation Hire a Head of Governance?
The role becomes relevant when the gap is senior governance leadership rather than simply additional delivery capacity.
Typical triggers include:
- Governance responsibilities are fragmented across different functions
- Board support has become inconsistent
- Board or committee structures have grown more complex
- Informal processes no longer suit the size of the organisation
- The number of subsidiaries or regulated entities has increased
- An audit, regulator or board review has identified weaknesses
- A listing, acquisition or restructuring is planned
- The governance team needs stronger leadership
- The Company Secretary or General Counsel has accumulated too broad a remit
- A senior departure has left a leadership gap
It is worth reviewing the company secretarial team structure before deciding that a departing employee should simply be replaced like for like.
Before recruitment starts, settle seven points:
- Why is the appointment being made?
- Which boards, committees and entities sit within the remit?
- What will the person own directly?
- Will they also be Company Secretary?
- Where do legal, risk, compliance and assurance responsibilities sit?
- What authority and board access will they have?
- What should have improved after 12 months?
That last question is particularly useful.
The answer might be stronger board papers, clearer delegations, completed remediation, better regulatory readiness or a governance team capable of operating with less reliance on one senior individual.
Download the Head of Governance Job Description
Our downloadable Head of Governance Job Description provides an adaptable starting point.
It covers:
- Role purpose
- Governance leadership
- Board and committee support
- Compliance and risk
- Team leadership
- Stakeholder management
- Skills and experience
- Qualifications and competencies
Download the Head of Governance Job Description
Before using it, define whether the postholder will also be Company Secretary, the boards and entities involved and where responsibility sits between governance, legal, risk and compliance.
What Skills Should a Head of Governance Have?
The technical requirements will depend on the role, but several capabilities matter consistently.
Governance expertise is the starting point. The person needs enough knowledge of the relevant governance environment to advise rather than simply administer.
Board credibility matters where the role works directly with Chairs, directors or trustees. Ask what advice the candidate has personally provided and how they handled disagreement or challenge.
Judgement is harder to test but particularly important. Senior governance work often involves incomplete information, competing priorities and situations where escalation is not automatic.
Leadership includes setting priorities, developing the team and deciding where work should sit. Someone may be technically excellent without having run a function effectively.
Commercial awareness helps ensure governance advice fits the organisation rather than being delivered in isolation from what it is trying to achieve.
Communication needs to work both on paper and in the room. The role may involve board reports, policies, recommendations and sensitive conversations with senior people.
Improvement experience is worth testing directly. Ask candidates what they have changed, why they changed it and whether the result was better.
Integrity and discretion are essential given the information and relationships involved.
The Chartered Governance Institute Competency Framework can also help when developing the person specification and interview criteria.
Does a Head of Governance Need to Be Qualified?
There is no standard professional qualification required simply because someone holds the Head of Governance title.
Candidates may come from chartered governance, company secretarial, legal, compliance, risk or accountancy backgrounds.
A governance qualification is likely to matter more where the role includes technical company secretarial work, listed-company responsibilities, complex entities or formal appointment as Company Secretary.
Elsewhere, board experience, leadership and evidence of improving governance arrangements may carry more weight.
Decide which knowledge has to be present immediately and what a strong candidate could reasonably learn once appointed.
Head of Governance Salary in the UK
There is no useful single salary figure for the role.
Public salary information and advertised positions in 2026 place many Head of Governance jobs from around £50,000 to more than £100,000, reflecting how differently the title is used.
The main influences include:
- Sector and location
- Regulatory complexity
- Listed-company responsibilities
- Formal Company Secretary appointment
- Board and executive exposure
- Number and complexity of legal entities
- Team size
- Professional qualifications
- Additional legal, risk or compliance responsibilities
A Head of Governance leading a small policy and committee function is not directly comparable with somebody advising a listed board, managing a large secretariat and acting as Company Secretary.
Benchmark the job rather than the title.
Permanent or Interim Head of Governance?
A permanent hire generally makes sense where the requirement is enduring.
That includes long-term leadership, team development, succession and continued improvement of the governance function.
Interim support can be more appropriate where:
- A senior postholder has left unexpectedly
- Governance weaknesses need immediate attention
- Remediation is underway
- The function is being restructured
- A transaction is approaching
- A regulatory deadline is creating pressure
- The future permanent structure has not been agreed
An interim can also help define the permanent requirement.
That can be useful when the organisation knows the existing model is not working but would otherwise be recruiting into a structure that is still being reconsidered.
How to Recruit a Head of Governance
Start by defining the job rather than searching for the title.
Agree the remit, reporting line, authority, board access, team structure and expected outcomes.
Then look at what is genuinely essential.
Potential candidates may currently be working as a:
- Deputy Company Secretary
- Senior Governance Manager
- Head of Secretariat
- Company Secretary
- Director of Governance
- Head of Governance
Their current title is less important than the level at which they have operated.
During the recruitment process, establish:
- Which boards and committees they supported
- What they personally owned
- What advice they provided
- How much independence they had
- Who they influenced
- What they improved
- Whether they led and developed others
Advertising can work where the brief is relatively broad.
Targeted search becomes more useful for senior or confidential appointments and where the employer needs a particular combination of board exposure, regulation, technical knowledge or sector experience.
Our Corporate Governance Recruitment guide covers the wider process.
Head of Governance Interview Questions
An interview should establish how the candidate has actually operated, not whether they can describe good governance.
Questions might include:
- How do you assess whether a governance framework remains effective?
- Tell us about a time you challenged a senior executive or board member.
- How do you prioritise competing governance risks and board requirements?
- How have you developed capability within a governance team?
- What would you do if you identified a serious concern shortly before a board meeting?
- What governance improvement have you personally led?
- How do you balance governance requirements with timely commercial decisions?
Follow the answer.
Who made the decision? What did the candidate personally do? What changed? What would they do differently now?
Those follow-up questions often reveal more than the original interview question.
Our fillable guide contains 19 questions, guidance on what to look for and a candidate assessment checklist.
Download the Head of Governance Interview Questions
Common Head of Governance Recruitment Mistakes
Several mistakes tend to cause problems before the successful candidate has even started.
Combining too many functions. Governance, legal, risk, compliance and assurance can sit together, but the scope needs to be realistic.
Replacing like for like. The previous job description may no longer reflect what the organisation needs.
Choosing the title first. Define the responsibilities and seniority before deciding what to call the role.
Making every preference essential. An unnecessarily narrow specification can remove strong candidates without materially reducing hiring risk.
Testing knowledge but not judgement. Technical questions alone will not show whether somebody can advise or challenge a board.
Giving responsibility without authority. A senior governance leader needs access to the people and information required to do the job.
Underestimating candidate attraction. Strong candidates will also assess the employer. Board exposure, authority, leadership scope, support and the opportunity to improve the function can all affect whether they engage.
Recruiting a Head of Governance
Ingen Partners specialises in Company Secretarial & Governance Recruitment across permanent, interim and senior appointments.
We work with listed companies, regulated organisations, professional-services firms and other complex businesses recruiting experienced governance professionals.
If you are planning to recruit a Head of Governance, contact Ingen Partners for a confidential discussion about the requirement.
What does a Head of Governance do?
A Head of Governance leads an organisation’s governance function. Responsibilities can include advising the board, managing governance frameworks, overseeing board support, leading a team and improving governance processes.
Is a Head of Governance higher than a Governance Manager?
Normally, yes. A Governance Manager generally owns significant governance work, while a Head of Governance leads the function and sets its priorities. Titles vary, so the actual responsibilities should always be compared.
Is a Head of Governance the same as a Company Secretary?
No. Head of Governance is a job title, while Company Secretary may be a formally appointed office. One person can hold both positions, but employers should state this explicitly.
Who does a Head of Governance report to?
The role may report to the Chief Executive, General Counsel, Director of Legal or Governance, Chair or board. The arrangement should provide sufficient access and authority to advise senior decision-makers.
What qualifications should a Head of Governance have?
There is no universal requirement. Candidates may hold governance, legal, compliance, risk or accountancy qualifications. The appropriate requirement depends on the technical and statutory responsibilities involved.
How much does a Head of Governance earn?
Salary varies according to sector, location, board exposure, regulatory complexity, team size and whether the role also includes company secretarial, legal, risk or compliance responsibilities. Employers should benchmark the complete remit rather than the title.
