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Non executive directors

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

In this section

How to find the right NED

The right non-executive directors can bring great value to board meetings, but the wrong ones can bog an organisation down in a quagmire of corporate governance, says Oliver Cummings.

The collapse of Carillion: lessons for NEDs

In the wake of another large-scale corporate governance disaster, non-executives must present greater challenge in the boardroom to protect their companies and stakeholders

Financial Reporting - who does what

This overview explains in simple terms who does what in the financial reporting system for UK companies with full main market listings, providing context for the current inquiry into audit, including the Brydon, Kingman, CMA and BEIS reviews.

Information overload: effective boards and committees in financial services

ICAEW provides practical recommendations to reduce the size of board packs and make them more effective for boards. Our proposals will enable board chairs, management, executives and non-executives to improve their own papers, ensure that responsibilities are clearly defined and make sure that non-executives do not have to deal with information overload. The proposals we provide work in the context of three overarching principles.

Webinars and other recordings

Reduce the size of board packs

Following the publication of the Financial Services Faculty’s Information Overload Report earlier this year Hitesh Patel non-executive director at Aviva and chair of the ICAEW Insurance Committee and Zsuzsanna Schiff discuss how board packs can and should be improved

Succession planning for Boards, Executives and NEDs… it’s now a must have not a nice to have!

Succession planning for board members, both senior executives & NEDS – it’s an area that is often on the to do list but needs to be documented, shared and reviewed. A panel of respected board members and specialist advisors consider the current state of play and what organisations need to do to be on the front foot.

Building your cybersecurity defences

Stuart Jubb, MD of Consulting at Crossword Cybersecurity, and Nikki Cole, an experienced Non-Executive Director, discuss the processes that Boards should have in place to manage their cybersecurity risks.


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Accounting principles for non-executive directors

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

Directors 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.

Directors' remuneration

A user-friendly guide to governance compliance for corporate accountants. Chapter 7 looks at directors' remuneration in detail.

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.

Non-executive director's handbook (4th edition)

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout.

Non-executive directors

Chapter 13 details the role of the NED, their place on the board, terms of engagement and their evaluation.


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. This book provides practical help for common issues faced by both executive and non-executive directors. Chapter 8 covers the relationship between the board and its shareholders and includes information on share ownership , general meetings and communication.

The Non-executive chairman: toward a shareholder value maximization role

This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter explores the key responsibilities, characteristics , experience and skills of a high-performance non-executive board chairman as well as communication with shareholders and addressing the concerns of activist shareholders.

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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.

UK corporate governance code

The revised UK Corporate Governance Code was published by the FRC in July 2018. Section 5 Remuneration covers the role of the remuneration committee and exectuive remuneration.

NEDS - monitors to partners

Report that looks at the shortcomings of the current approach to the role of NEDs and to corporate governance generally - "the need to shift the focus of non-executive directors from risk mitigation to promoting long-term success"

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