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Non executive directors

Find out more about the role and responsibilities of a non-executive director

In this section

Exploring governance - What is the role of a NED?

As governance codes have developed, the role played by non-executive directors (NEDs) on boards has become more prominent and exposed. In his series reflecting on how to create a high performing board, executive coach David Levenson outlines the responsibilities of NEDs.

Exploring governance - why join a board?

In his first article looking at the importance of governance and the role of board members, executive coach David Levenson explains that joining a board can boost your confidence and your career prospects, while supporting a more sustainable future for all.

CPD: non-executive director (NED)

ICAEW members who undertake NED roles are affected by the changes to ICAEW's Continuing Professional Development (CPD) Regulations, even when they are otherwise retired. Read through this case study to find out more about CPD obligations for NEDs.

10 questions NEDs should be asking about LIBOR transition

ICAEW’s Financial Services Faculty highlight 10 questions non-executive directors can ask to build a robust conversation around how their business is responding to the change. Therefore, the imminent change to LIBOR and its replacement with overnight rates will be far-reaching.

Webinars and other recordings

Plotting your NED career

How ICAEW and NEDA can support your Non-Executive career. Join us to hear the latest trends and developments related to NED and board-level activities.

Routes to corporate NED roles

Discover the route to corporate NED roles and look at what recruiters are looking for on your CV.

Being on Board – how to excel as a NED

Following on from our webinar about how to land your first NED role, this webinar from ICAEW explores how to prepare for being on a board and what you will discover when you arrive in the boardroom.

Practical tips for securing that elusive NED role

This webinar will count through the steps that accountants need to take in preparation for securing that elusive NED position. Getting a NED role isn’t straightforward. There is tough competition out there and surveys have shown that the great majority of positions may never be widely advertised. The mindset and preparation required to be a successful NED is very different from job hunting and requires an organised approach.

Disclaimer: The opinions expressed by external guest speakers in interviews or other publications included on this website are, by their nature, those of the speaker. They are not necessarily fully endorsed by the ICAEW or purport to reflect the official policies and views of the ICAEW or its members.

Bloomsbury Accounting and Tax Service

Eligible firms have free access to Bloomsbury Professional's comprehensive online library, comprising around 80 titles from some of the country's leading tax and accounting subject matter experts. Find out who is eligible and how you can access the Accounting and Tax Service.

Do non-executive directors add value?

Chapter on the uniqueness of the non-executive director’s role and its impact on company performance.

The effective board

A chapter analysing what makes boards effective, including achieving boardroom diversity and the role of board reviews.

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Ebooks

The Library & Information Service provides a collection of eBooks as a benefit of membership. Please note that ICSA publications are only available to ICAEW members and ACA students.  Please log in to access these titles. If you are unable to access an eBook, please see our Help and support or contact library@icaew.com

Accounting principles for non-executive directors

Explains the key elements of a listed company's annual report and accounts.

Director's guide (5th edition)

The ICSA Director's Guide explains all the core duties and liabilities of being a director from appointment to resignation, including disclosures, shareholder relations and corporate governance.

Employment and self-employment

This chapter outlines UK employment taxation as it functions in the UK, with particular relevance to small businesses. It includes sections on the definition of self-employment, agency workers, non-executive directors (NEDs), national insurance contributions and the taxation of intermediaries.

Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

The Library & Information Service provides a collection of articles as a benefit of membership. Please log in to view these articles. If you are unable to access the articles, please see our Help and support page or contact library@icaew.com.

How to.. become a non-executive director

The article discusses role of a non-executive director to companies. Topics discussed include advantage of experience and independence of mind to challenge and improve the governance or direction of the business

Why law firms need non-executive directors

Patrick McKenna explains why NEDs can provide any law firm with a number of benefits.

Performance effects of appointing other firms executive directors

This paper studies the effect on company performance of appointing non-executive directors that are also executive directors in other firms.

5 ways to... get the most out of non-execs

Experienced NED Gerry Brown offers advice on how companies can best utilise their non-executive directors. Here's five areas NEDs should be focusing on.

Terms of use: You are permitted to access articles subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

Useful links

UK Corporate Governance Code

UK Corporate Governance Code 2024 (for accounting periods on or after 1 January 2025) and  UK Corporate Governance Code 2018. The role of non executives is referred to throughout.

The non executive director role

CIPD factsheet on the role, responsibilities and duties of a non-executive director, plus the liabilities a NED is likely to face. Requires free registration to view.

Sample non-executive director’s appointment letter

Revised guidance note from the Institute of Chartered Secretaries and Administrators (ICSA), which provides an initial checklist of elements a company may wish to cover in its non-executive director appointment letters. It has been updated to reflect the 2018 versions of the UK Corporate Governance Code and Guidance on Board Effectiveness.

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