What the role does, how it works across Europe and the United States, and why a clear mandate matters more than a title
The Lead Independent Director is one of those board roles that exists in many jurisdictions under different names. In Spain it is called Consejero Coordinador Independiente, in the United Kingdom Senior Independent Director, in France administrateur référent, and in the United States Lead Independent Director or Lead Director. The function across these jurisdictions is essentially the same: to coordinate the work of the independent directors, to act as a recognised counterpart to the Chair, and to provide a point of contact for shareholders on governance matters.
Around Europe and the United States
The role has become standard across most large European listed companies, although the structural reasons differ from one country to another.
In the United Kingdom, where the role originated, the Senior Independent Director acts as a deputy to the Chair, leads on Chair appraisal and succession, and serves as an alternative point of contact for shareholders. The role was formalised after the Higgs Review of 2003 and is now part of the UK Corporate Governance Code under Provision 12.
In France, the administrateur référent gained prominence through successive revisions of the Code Afep-Medef. It is particularly relevant in unitary boards where one person holds both the Chair and Chief Executive Officer roles.
In Germany the model is different by design. The two-tier system separates the Management Board (Vorstand) from the Supervisory Board (Aufsichtsrat) as a matter of company law, so a separate Lead Independent Director is not needed. The Chair of the Supervisory Board, the Aufsichtsratsvorsitzender, performs many of the same functions, including engagement with investors on governance matters, as set out in the German Corporate Governance Code.
The United States provides a useful contrast. According to The Conference Board’s 2023 review of S&P 500 board leadership practices, 44 per cent of S&P 500 companies still combine the roles of Chair and CEO, while 36 per cent have an independent Chair and around 20 per cent have a non-independent, non-executive Chair. In this context the Lead Independent Director is the main counterbalance, and 65 per cent of S&P 500 companies have appointed one. The National Association of Corporate Directors publishes position descriptions that European boards often use as a reference when drafting their own internal regulations.
The different jurisdictions have not converged on the same model, but they have reached a similar conclusion. Where boards have to operate alongside a powerful Chair or CEO, governance codes tend to require some form of organised independent leadership inside the board.
The Spanish framework
In Spain the role rests on two related instruments. The first is Article 529 septies of the Spanish Companies Act, which establishes that when the Chair is also an executive director the Board must appoint a Lead Independent Director from among its independent members, with the executive directors abstaining from that vote. The second is Recommendation 34 of the Good Governance Code for Listed Companies, published by the CNMV and applied under the comply or explain principle. The law sets the mandatory powers of the role, and the Code adds a wider set of recommended functions.
What the role actually does
The functions of the Lead Independent Director can be grouped into five areas.
- The first is convening the Board and shaping the agenda. The Lead Independent Director can request that the Board be convened and can add new items to the agenda of a meeting already called.
- The second is coordinating the non-executive directors. The role convenes the non-executive directors in their own sessions, sometimes referred to as executive sessions, so they can discuss matters separately from the executive members of the Board.
- The third is leading the periodic evaluation of the Chair. Spanish company law assigns this task specifically to the Lead Independent Director.
- The fourth is engaging with shareholders and proxy advisors on governance matters. When advisors such as ISS or Glass Lewis publish a recommendation on remuneration, board composition or related-party transactions, large investors often want to discuss the matter with a board member who is not the executive Chair, and the Lead Independent Director typically fulfils that role.
- The fifth is coordinating the Chair’s succession. The Lead Independent Director is responsible for identifying candidates, organising the timing and engaging significant shareholders. In the event of an unexpected resignation, the role also includes chairing the Board in the absence of the Chair and Vice Chairs.
The first three functions have a direct legal basis in Article 529 septies. The last two come from Recommendation 34 of the Code.
Practice in the Ibex
The role is widely established in the Spanish market. According to the annual reports of the Forum on Good Governance and Shareholder Engagement produced by IESE-IRCO, the practice expanded quickly after the 2014 reform of the Companies Act, and most Ibex 35 companies now have a Lead Independent Director. This includes companies where the Chair is non-executive and the appointment is therefore voluntary. Spencer Stuart’s Spain Board Index tracks these patterns year by year.
Where the role tends to fail
Several factors limit the effectiveness of the role in practice.
The first is mandate ambiguity. If the Board’s regulations do not go beyond the statutory minimum, the functions of the role can become unclear. The second is proximity, since a Lead Independent Director who is too close to the Chair, whether by personal history or professional dependence, has reduced capacity to act as a counterbalance. The third is confusing independence with antagonism, where a Lead Independent Director who treats every interaction with the executive Chair as a confrontation can undermine the working relationships within the Board. The fourth is passivity, where the appointment exists on paper but there is limited visible activity, such as no executive sessions, no investor engagement and no Chair evaluation.
The role tends to work when three conditions are present: a clear written mandate, formal recognition of authority by the Board and shareholders, and a board culture that supports the function of internal counterbalance.
What lies ahead
The CNMV announced in November 2025 the start of a revision of the Good Governance Code, with a new version planned for 2027. The priorities signalled include sustainability, cybersecurity and artificial intelligence in governance. Given that proxy advisors are more influential, succession is planned further in advance and non-financial risks are increasingly central to oversight, the responsibilities of the Lead Independent Director are likely to expand.
In closing
The Lead Independent Director is one of several mechanisms designed to ensure that independent oversight on a Board is exercised in practice and not only on paper. Its effectiveness depends less on its existence as a title and more on the specific mandate, authority and culture surrounding it. For Boards considering how to strengthen their governance, the role is a practical instrument worth taking seriously.
Published on airis.org. AIRIS is a governance framework for Boards in an age of complexity, articulated around five principles: Anticipation, Innovation, Resilience, Integrity and Sustainability.