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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 and responsibilities

This ICAEW guide provides an overview of directors' duties and responsibilities, including on internal governance, transactions between a company and its directors or shareholders, and corporate administration. It also 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

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.
The role of boards in reaching net zero
  • Jan 2024
  • ICAEW
The non-executive board and the task of the net-zero transition are perfect bedfellows, according to Chapter Zero’s Chief Executive.
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.
Exploring governance - why join a board?
  • May 2023
  • David Levenson
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.
FTSE boards failing to promote women into executive roles
  • Nov 2022
  • ICAEW Insights
Despite progress in hiring women as non-executive directors, boards continue to miss opportunities to create robust female talent pipelines to the top executive jobs.
The critical role of boards in developing strong ethics and compliance
  • Nov 2022
  • ICAEW Insights
Increasing regulation and public scrutiny of corporate behaviour means ethics and compliance is now a vital part of the boardroom agenda.
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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.
Sharpening the focus on corporate fraud: an audit committee perspective
  • Report
  • 04 May 2023
  • PDF (803kb)
This is the second of two interview-based publications about fraud. In this report, the Audit and Assurance Faculty considers audit committee perspectives on corporate fraud and how it can be better prevented and detected.
10 questions NEDs should be asking about LIBOR transition
  • Helpsheets and support
  • 24 Aug 2020
  • PDF (155kb)
  • John Mongelard
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.
Answering questions from "The changing landscape of job hunting" webinar
  • Helpsheets and support
  • 29 Jun 2020
  • Portfolio Careers Community
Neil French and Dawn White answer questions raised in the recent webinar.
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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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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 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.
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.
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 Director's guide (5th edition)
  • eBook
  • 01 Mar 2013
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.
Exclusive Employment and self-employment
  • eBook chapter
  • 07 Jul 2022
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
  • 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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