Tenure limits for independent directors vary by market

The UK Corporate Governance Code and the Air Astana code treat nine years as a factor the board weighs. Texts from Saudi Arabia, Türkiye, Uzbekistan and Ukraine remove independence once a fixed number of years has passed, from six to 12.

How long a director can serve and still count as independent depends on the rulebook. Six texts reviewed here show two designs.

Nine years as a factor

The UK Code lists service of more than nine years from first appointment among the circumstances that are likely to impair, or could appear to impair, a non-executive director's independence. If the board still considers the director independent, "a clear explanation should be provided" (Provision 10). Provision 19 says the chair should not remain in post beyond nine years from first appointment to the board, although the period can be extended for a limited time with a clear explanation. The 2024 Code applies to accounting periods beginning on or after 1 January 2025 (FRC).

Air Astana's code, as published after shareholders approved amendments on 28 September, lists nine years' service first among the matters the board shall consider when it assesses independence (clause 3.9). It treats the period as something to weigh, not as a bar, and asks that at least one third of the board be independent non-executive directors (clause 3.8).

Bars that remove independence

Saudi Arabia's Corporate Governance Regulations say that serving more than nine years, "consecutive or inconsecutive", as a board member negates the independence requirement (Article 19(c)(9)). A footnote says the Capital Market Authority made that sub-paragraph mandatory from the first board term to start after 1 January 2019, and Article 19(b) requires the board to evaluate each member's independence every year.

Türkiye's Capital Markets Board communiqué II-17.1, as published in the Official Gazette on 3 January 2014, classes a director as independent only if, among other criteria, he or she has not served on the company's board for more than six years in the last ten. The same text sets independent directors' terms at up to three years and allows renomination (Official Gazette). The sources reviewed do not include a later consolidated text.

Uzbekistan's terms of reference for independent supervisory board members at the chemicals group Navoiyazot, posted on 30 March, say a person does not qualify as independent after six consecutive years on the company's supervisory board. They cite Article 76¹ of the joint-stock companies law, which requires at least one independent member on boards of listed companies and of companies with more than 50 per cent state ownership (Ministry of Economy and Finance).

Ukraine's notice of 6 October seeking three independent members for the supervisory board of Gas Transmission System Operator of Ukraine bars candidates who have served on the company's supervisory board for an aggregate period exceeding 12 years (Ministry of Economy). The notice does not give a term of office.

What the counting rules change

The counting methods differ as much as the thresholds. Saudi Arabia counts consecutive or inconsecutive years and Ukraine counts an aggregate, so on their wording a gap in service does not reset the clock. Uzbekistan counts consecutive years, so on its wording a break would start the count again. Türkiye looks back ten years, so on its wording a director could regain independence after enough time off the board.

On a Boards and Capital calculation, a director first elected in January 2019 would pass nine years in January 2028, the point at which the Saudi bar applies and the UK Code's circumstance arises. The same director would have passed six years in January 2025, the line in Türkiye and Uzbekistan. In the UK and Air Astana texts the board decides whether to keep that director on its independent list (UK Code; Air Astana code). In the others the text decides. The Uzbek and Ukrainian limits come from selection documents for single state-owned companies, which cite national law; the statutory texts were not checked.

Except for the UK Code's limit on chairs, the limits apply to the independent label or to independent seats, not to board membership. Some boards are also acting on tenure without announcing a limit. DRDGOLD, a South African gold producer, said in October 2025 that Johan Holtzhausen's tenure as a non-executive director would end at its 2026 annual meeting and Edmund Jeneker's at the 2027 meeting (stock exchange announcement). The announcement states no threshold. The company's annual report gives their appointment dates as April 2014 and November 2007. Ferrexpo said Vitalii Lisovenko did not stand for re-election after nine years on its board (results announcement).