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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

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.
Sustainability: the most-needed knowledge for boards
  • Apr 2024
  • ICAEW Insights
Every NED – not just ‘the ESG person’ – must have a basic grasp of sustainability issues for a board to function effectively, says Jeannette Lichner.
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.
Exclusive CORPORATE GOVERNANCE COMMUNITY Whats it like being a NED in the public sector
  • Oct 2020
  • Corporate Governance Community
In the first of a series of articles and webinars on NEDs in the public sector, we talked to Heather Logan ACA to find out more about serving on the boards of public bodies in Scotland.
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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
Octopus

Guidance

CPD: non-executive director (NED)
  • Helpsheets and support
  • 06 Jun 2023
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.
SUSTAINABILITY Is Climate Change a Board issue?
  • Report
  • 19 Nov 2019
  • Sustainability
Given the far-reaching impact and implications, of climate change there is a need for boards to better understand how it is likely to affect their organisations and sectors so they can make better informed and more strategic decisions. However in a recent survey of ICAEW’s UK business members (Jun/July 2019), only 37% were aware of the World Economic Forum’s Climate Governance Principles and only 15% were aware of the FSB’s Taskforce on Climate Related Financial Disclosures.
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.
10 questions NEDs should be asking about climate change in financial services
  • Helpsheets and support
  • 26 Sep 2019
  • PDF (145kb)
  • Financial Services Faculty, Sustainability Team
Climate change is firmly on the board agenda, but it can be challenging to ask the right questions about new rapidly changing risks. ICAEW’s Financial Services Faculty and the Sustainability team highlight 10 questions non-executive directors can ask to get a robust conversation going and help drive strong governance.
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Webinars and other recordings

Exclusive CORPORATE GOVERNANCE COMMUNITY Plotting your NED career
  • Mar 2023
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.
Exclusive CORPORATE GOVERNANCE COMMUNITY Routes to corporate NED roles
  • Nov 2022
Discover the route to corporate NED roles and look at what recruiters are looking for on your CV.
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 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.
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Board Directors Training Programme

In today's complex and volatile business landscape there’s an increasing scrutiny on the role and performance of the board. In response to these increasing enhance your board performance with ICAEW’s new online programme. The e-learning provides a benchmark framework for directors to measure their own role and competencies, through the use of webinars, eLearning, case studies, and training films.

  • ICAEW Members 25% discount
Find out more See more corporate governance CPD courses

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.
Exclusive The effective board
  • eBook chapter
  • 01 Jan 2020
A chapter analysing what makes boards effective, including achieving boardroom diversity and the role of board reviews.
Exclusive Do non-executive directors add value?
  • eBook chapter
  • 01 Jan 2020
Chapter on the uniqueness of the non-executive director’s role and its impact on company performance.
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 Acceptable usage terms.

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 Corporate governance handbook
  • eBook
  • 01 Jul 2017
The ICSA Corporate Governance Handbook provides full explanations of the statutory and regulatory regime applicable to listed companies but also,addresses how governance best practice might be applied by private companies, including subsidiaries.
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.
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
  • Institute of Chartered Secretaries and Administrators
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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