Non Executive Director INSIGHTS





  • Custodians of the governance process
  • Strong ,independent minded character
  • Ability to probe, challenge, question and speak up to achieve satisfactory answers to questions
  • Integrity and high ethical standards
  • Sound judgement
  • Strong interpersonal skills exercising influence and building trust and rapport



  • Strategic decision making
  • Monitoring management performance
  • Monitoring the financial reporting process
  • Review of risks and controls
  • Remuneration of top executives
  • Appointment of new directors
  • Contribute to the work and decision making processes of the board
  • Operating in the best interests of the organisation
  • No conflicts of interest

Enablers to fulfil NED duties

  • A suitable formal induction on joining the board
  • Keeping up to date with the organisations business and refresh personal skills
  • Attend board ( and committee ) meetings with access to information to prepare and time to prepare- seeking clarification on information that seems unclear or incomplete
  • Raising points of concern either at or outside board meetings
  • Review minutes of previous meetings to ensure accurate record
  • Seek independent professional advice on matters where technical judgement is required
  • Ensuring that key issues identified have been satisfactorily dealt with
  • Monitoring that the organisation has complied with legal and regulatory requirements
  • Being satisfied about justification for public disclosures including annual reports and accounts
  • Being satisfied that any board performance issues communicated to the board by the chairperson are acted on



The UK Corporate Governance Code states that : the board should ensure that directors, especially non executive directors, have access to independent professional advice at the organisations expense where they judge it necessary to discharge their responsibilities as directors


UK law makes no distinction between executive and non-executive directors. Both might be held equally liable for negligence or failure of duty.


Becoming a NED: What you need to know in terms of due diligence:

Area Questions Check/comment
Role of the NED and ensuring a valuable contribution can be made to the board Do I have the required industry knowledge, specialist skills, relevant experience and time to make a positive contribution?
Does the size, structure and composition of the board allow me to make a positive contribution?
Can I meet the organisations expectations?
Are there any potential conflicts of interest?
Risk considerations What are the risks facing the company and potential personal liabilities?
Ethical issues Is there anything about the nature of the organisations business activities that conflict with my ethical beliefs?

How id the “Brand” perceived?

Business information What is the nature and size of the business?
What is its market share?
What is its strategic intent?
Who are key competitors?
What is the organisations track record – for example – sales, profits, dividends
What is the organisations geographical scope/reach
Are there any regulatory or legislative influences/restrictions on the organisation
Governance and Investor relations Who owns the company and who are the shareholders?

What is the structure of the board of directors?

What is the relationship between the board and shareholders?

What is the organisations record on corporate governance and for example to what extent does it comply with the provisions of the UK Corporate governance code

Sources of information ·       Company reports and accounts

·       Articles of association

·       Latest annual returns

·       Any social or environmental reports published by the organisation

·       Press reports

·       Rating agency reports

·       Analysts reports


What can make NEDs ineffective?


  • Lack of knowledge about the organisation and its operations
  • Not devoting appropriate/enough time to the NED role
  • Reluctance to challenge and over acceptance of the status quo /other directors views
  • Holding too many NED positions with not enough focus
  • You scratch my back and I will scratch yours attitude

A framework for effective corporate governance






1. Strategy and management Good Average Below average
1.1 Business strategy and objectives are clearly understood      
1.2 Implementation of strategy is regularly monitored
1.3 Clear direction is provided by the board and senior management to meet the strategic needs of the organisation and to promote key desired behaviours
1.4 The management team has the right range and balance of experience
1.5 The right people are in the right roles to implement strategy successfully
1.6 Management demonstrate clear and transparent judgement, with consideration of business risks in the decision making process
2. Internal control and risk management
2.1 Risk management policies and procedures are clearly defined, communicated and applied
2.2 Risk management activities are integrated with business planning activities
2.3 Risks are identified and assessed in all critical areas
2.4 Ownership of risk is clearly defined
2.5 Control procedures are clearly defined and understood by management – and they are consistently applied
3. Culture, capability and ethics
3.1 The company has an approved code of business behaviour and ethical conduct. The code of conduct has been communicated across the business
3.2 Effective and comprehensive training programmes are in place – these include a company induction programme
3.3 Governance, risk and control, business skills and competencies are assessed as part of the personal business development programme
3.4 Well structured communication programmes operate across the organisation ( group) – staff are kept up to date with latest initiatives and policy updates
4. Structures, policies and procedures
4.1 The organisation structure is appropriate and is based on the key business activities of the group
4.2 Policies, procedures and processes are clear, up to date and well documented. The scale of policies and procedures reflect the culture of the organisation
4.3 Roles, responsibilities and levels of authorisation are defined and agreed
4.4 Systems and procedures are flexible and able to respond to changes within the business and in the business environment
5. Information systems and reporting routines
5.1 Information systems are well defined and support the strategic direction of the organisation
5.2 IS/IT investment, change programmes, security routines and system performance are well managed with appropriate reporting routines
5.3 Business continuity plans (BCP) and disaster recovery plans (DRP) are defined, documented, resourced and tested
5.4 Information provided to the business is timely, reliable and meets the needs of users
6. Assurance and audit provision
6.1 The role of all assurance providers ( such as external audit, internal audit, health and safety, security, environment, insurance and compliance) and the range of work they do is reviewed, approved and communicated
6.2 Assurance activities are planned, integrated and coordinated. They are focused on the critical risks faced by the organisation
6.3 Reporting to the board by assurance providers is fit for purpose, comprehensive and covers a   full range of internal control areas
6.4 Any material weaknesses identified by independent reviews result in action plans that are followed through to completion
7. Board leadership, oversight and procedures
7.1 The board of directors has a clear definition of its mandate, and there is a clear definition of the role and responsibilities of individual board members
7.2 The Chairman provides effective leadership for the board, so that all directors contribute to board decision making and board meetings are constructive/productive. Directors receive informative papers for board meetings in good time to study them before meetings. The board is not dominated by one or two individuals
7.3 Members of the board have appropriate skills and expertise, and there is a formal and rigorous annual performance evaluation of the board, its committees and individual directors
7.4 There is an appropriate balance of executive and non executive directors on the board ( depending on the size and scope of the business)
7.5 The NEDs make sufficient time available to fulfil their responsibilities and have a good understanding of the company and it business. Induction and professional development are provided for directors
7.6 There is an effective decision making process at board level. Items of board business are resolved without undue delay, disagreement, or uncertainty and lack of clarity
7.7 The board committees have clear mandates and provide appropriate levels of insight and oversight
8. Compliance an Investor relations
8.1 All areas of external disclosure required relating to financial, commercial, operational or other matters ( such as disclosure requirements) are well documented and approved by the board
8.2 All compliance matters for the business are defined and given appropriate attention- compliance issues are dealt with on a timely basis
8.3 The business has a robust and transparent investor relations programme
8.4 The business satisfies the demands for information and develops appropriate relationships with investors and key stakeholders


FRC guidance on the role of Non Executive directors

Area Guidance
1. Induction A non executive director should, on appointment, devote time to a comprehensive, formal and tailored induction which should extend beyond the board room. Initiatives such as partnering a NED with an Executive board member may speed up understanding of areas of business activity and risk. The NED should expect to visit and talk with senior and middle managers
2. Personal development NEDs should devote time to refreshing and developing their knowledge and skills, including communication, to ensure that they continue to make a positive contribution to the board. Being well informed about the company and having a strong command of the issues relevant to the business builds respect and trust with other directors
3. Time commitments NEDs need to make sufficient time available to discharge their responsibilities effectively. The letter of appointment should mention the time required on company business and seek confirmation that they can devote the amount of time to the role consistent with other commitments. The letter should also indicate the possibility of additional time commitment when the company is experiencing increased activity such as acquisition or takeover , or as a result of major operational difficulty
4. Integrity NEDs have a responsibility to uphold high standards of integrity and probity. They should support the chairman and executive directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond
5. Information NEDs should insist on receiving high quality information sufficiently in advance so that there can be thorough consideration of the issues prior to board meetings to enable informed debate and challenge.

High quality information should be accurate, clear, comprehensive, up to date, timely and contain a summary of the contents of the paper(s) – and inform the NED of what is expected from him/her on the t issue(s)

6. Stakeholders NEDs should take into account the views of other stakeholders- because those views may provide different perspectives on the company and its performance


NED checklist – reducing the risk of personal liability – to promote awareness of what has to be considered


1. Time spent on duties
  Yes No Comments
1.1 Have you allocated the agreed amount of time to the company’s business over the past 3-6 months?      
1.2 Have you allocated the agreed amount of time to the company’s business over the past year?      
2. Financial reporting – does the company’s financial reporting appear to be “honest”
2.1 Is there any possibility that financial and other information issued by the company could be wrong or misleading?      
2.2 If YES what have you done about this matter?      
2.3 Have the auditors voiced any concerns about any of the accounting policies used to prepare financial statements, or about any of the estimates in the financial statements?      
2.4 If YES have you done anything about the matter?      
3. Going concern status
3.1 Is there any possibility that the company might not be a going concern and may be trading whilst insolvent?      
3.2 If YES have you done anything about the matter      
4. The company’s risk exposures
4.1 Does the company have robust systems for monitoring and controlling risks?      
4.2 Are exposures to business risks and other risks within acceptable limits?      
4.3 In your opinion is the board reckless in allowing the company to operate with excessive risk exposures?      
5. Taxation
5.1 Are you satisfied that the company is reporting its tax affairs correctly to the tax authorities?      
5.2 Is there any risk of dispute with the tax authorities about any aspect of the company’s liabilities?      
6. Regulatory and statutory issues
6.1 Are there any regulatory issues that might expose NEDs to risk?      
6.2 If YES are you satisfied with the company’s compliance with regulations?      
6.3 Have you declared all conflicts of interest or potential conflicts of interests to the company and have these been authorised?      
6.4 Have you declared your interests in any transaction with the company?      
7. Compliance with the UK Corporate Governance Code
7.1 Are you aware of any non-compliance by the company with the requirements of the code?      
7.2 If YES has the company explained its non-compliance in the annual report and to your personal satisfaction?      
8. Directors’ and Officers’ liability insurance
8.1 Have you checked the terms of insurance and amount of cover provided?      
8.2 Are you satisfied with the cover provided?      
9. Dealing in shares of the company ( quoted companies)
9.1 Do you intend to buy or sell shares in the company?      
9.2 If YES you may be at risk of insider dealing      
9.3 If YES are you aware of the times when you may not deal to avoid breaching the Model code?      
9.4 Have you notified the company of any dealings in its shares within 4 business days?      





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