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Non executive directors

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

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Need to know

ICAEW's guide to directors' duties

This guide provides an overview of directors' duties and responsibilities. It covers responsibilities in relation to insolvent or financially challenged companies, as well as penalties for breach of directors' responsibilities.
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Articles & features

Exclusive Updated FRC Guidance on NED remuneration
  • Dec 2025
  • ICAEW
On 5 November, the Financial Reporting Council (FRC) issued updated guidance on non-executive director (NED) remuneration to clarify the existing position in the UK Corporate Governance Code 2024 (the Code).
How much is too much for an NED salary?
  • Aug 2024
  • ICAEW Insights
More technical expertise, an increased time commitment and greater professional risk – the demands placed on NEDs have ramped up, but remuneration has remained unchanged. Is it time for a pay rise?
Demystifying the role of NEDs in the public sector
  • May 2024
  • ICAEW Insights
Chartered accountants possess many of the skills required to be an effective NED in the public sector. We explain what the role entails, how interested members can find vacancies and why they are so desperately needed.
CORPORATE GOVERNANCE COMMUNITY Exploring governance - What is the role of a NED?
  • Jun 2023
  • David Levenson
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.
Exclusive CORPORATE GOVERNANCE COMMUNITY Taking on the role of ‘Non-Executive Director’… boards do need You!
  • Sep 2021
  • Louis Cooper
The role of the Non-Executive Director (‘NED’) can be both challenging and rewarding, but it is important to know what you are getting into.
Taking on the role of ‘Non-Executive Director’… boards do need you!
  • Jul 2021
  • Louis Cooper
Six simple tips to consider on the path to becoming a Non-Executive Director (NED). The role is critical to a well-run company and boards are waking-up to the need to find the next generation NEDs.
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CPD Training courses

Stay on top of the rapidly evolving corporate governance landscape and discover how to be a high-performing board director.
Corporate governance courses All CPD courses
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Guidance

What audit committees want directors to know
  • Report
  • 05 Mar 2026
  • PDF (2,283kb)
This publication is a response to calls for help for directors – particularly first-time directors – in understanding their broad range of responsibilities for governance, reporting and audit and assurance. In particular, this includes their core responsibilities for the statutory financial statements and the audit.
INTERNATIONAL Audit committees in Europe
  • Report
  • 15 Nov 2019
  • PDF (1,368kb)
  • European Affairs
This report expands our examination to audit committees in a further six EU countries, spread across the centre and south, with various corporate governance traditions and different sized capital markets – namely Belgium, Cyprus, Greece, Malta, The Netherlands and Portugal.
AUDIT AND ASSURANCE FACULTY Financial Reporting - who does what
  • Thought leadership report
  • 28 Mar 2019
  • PDF (893kb)
  • Audit and Assurance Faculty
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.
CORPORATE GOVERNANCE COMMUNITY The role of Chartered Accountants who act as non-executive directors
  • Helpsheets and support
  • 13 Dec 2016
  • Corporate Governance Community
On this page members of the Corporate Governance Community can find more information on the role of chartered accountants who act as non-executive directors
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Webinars and other recordings

CORPORATE GOVERNANCE COMMUNITY NED webinar series
  • Sep 2025
  • ICAEW Corporate Governance Community
A series that will help you to plan a career as an NED.
Exclusive CORPORATE GOVERNANCE COMMUNITY Being on Board – how to excel as a NED
  • Jun 2022
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.
Exclusive CORPORATE GOVERNANCE COMMUNITY Practical tips for securing that elusive NED role
  • Feb 2022
This webinar counts 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.
Exclusive Getting on board: open your mind to NED and Charity Trustee roles
  • Dec 2021
Take a closer look at Non-Executive Director (NED) and charity trustee roles for accountants. This webinar is for you, whether you are an established NED, have secured your first position or are aspiring and wondering where and how to get started.
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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
Exclusive Accounting principles for non-executive directors
  • eBook
  • 01 Jan 2009
Explains the key elements of a listed company's annual report and accounts.
Exclusive Director's guide (5th edition)
  • eBook
  • 01 Mar 2013
The ICSA Director's Guide explains all the core duties and liabilities of being a company director from appointment to resignation, including disclosures, shareholder relations and corporate governance.
Exclusive Employment and self-employment
  • eBook chapter
  • 31 Aug 2024
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.

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Useful links

UK Corporate Governance Code
  • Jan 2024
  • Financial Reporting Council

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.

Operational Resilience - A guide for Non-Executive Directors
  • Jul 2021
  • Resilience First
This first edition aims to provide practice notes and advisory tips in concise and user-friendly language, with highlights on principles for NEDs at work as well as practical aspects of work scope, issues, skills and working relationship with other board members and management.
The non executive director role
  • Sep 2020
  • Chartered Institute of Personnel and Development
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
  • Feb 2019
  • Chartered Governance Institute UK & Ireland
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.
What is the role of the non-executive director?
  • Nov 2018
  • Institute of Directors
Guidance on the role of the non-executive director published by the Institute of Directors. Further publications on Corporate Governanceare available from their website.
Guidance on board effectiveness
  • Jul 2018
  • Financial Reporting Council
Guidance published by the FRC in July 2018 "to 'stimulate boards’ thinking on how they can carry out their role and encourage them to focus on continually improving their
effectiveness." The guidance relates to the sections of the UK Corporate Governance Code that deal with leadership and the effectiveness of the board. The role of the non-executive director is one of the issues covered in section 2: Division of responsibilities
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