Do Non-Executive Directors Have Control?

In the world of corporate governance, the board of directors plays a crucial role in guiding the strategic direction of a company. Within this board, there are non-executive directors who have a distinct role and responsibilities. In this article, we will explore the role of non-executive directors, their relationship with executive directors, their responsibilities, and the process of hiring and appointing them.

Key Takeaways:

  • Non-executive directors provide independent advice and oversight, focusing on corporate governance and strategic decision-making.
  • They do not engage in the day-to-day running of the business.
  • Non-executive directors are appointed to challenge the direction and performance of a company and bring objectivity to the board.
  • They participate in policy making, planning exercises, and provide independent advice.
  • Non-executive directors have distinct roles from executive directors who are responsible for the day-to-day management of the organisation.

Understanding the Role of Non-Executive Directors

Non-executive directors play a crucial role in the governance and decision-making processes of a company. As independent advisors, their objective insight and expertise bring valuable perspectives to the board. Here’s a closer look at their main responsibilities and how they contribute to policy making, planning exercises, and the interests of corporate stakeholders.

Guiding Policy Making and Planning

Non-executive directors actively participate in policy making and planning exercises. Drawing on their experience and expertise, they provide valuable input and challenge the existing team to ensure robust decision-making. By lending their objective perspective, non-executive directors contribute to the development of effective strategies and policies that align with the company’s objectives and values.

Providing Independent Advice

One of the key roles of non-executive directors is to provide independent advice to the executive directors. Their objectivity enables them to critically evaluate proposals and offer alternative viewpoints. This independent advice helps executive directors make well-informed decisions that consider a wide range of perspectives and potential risks.

Acting in the Interest of Corporate Stakeholders

Non-executive directors serve as advocates for corporate stakeholders and ensure that executive directors act in their best interests. By monitoring the actions of the executive team, non-executive directors help maintain a balance between short-term profitability and long-term sustainability. Their oversight helps preserve the company’s reputation, financial stability, and compliance with regulatory requirements.

In summary, non-executive directors bring objectivity, expertise, and independent advice to the boardroom. Their participation in policymaking, planning exercises, and their focus on corporate stakeholders contribute to effective governance and strategic decision-making. By challenging the existing team and providing valuable insights, non-executive directors enhance the overall performance and success of the company.

Non-Executive Directors vs. Executive Directors

Non-executive directors and executive directors have distinct roles within a company. While non-executive directors are independent advisors and do not engage in day-to-day management, executive directors are responsible for leading the organisation and making operational decisions.

Executive directors handle tasks such as strategic planning, budgeting, fundraising, and public relations. Unlike non-executive directors, many executive directors work for non-profit organisations and may not be compensated for their time.

Responsibilities and Duties of Non-Executive Directors

Non-executive directors have a range of responsibilities and duties that contribute to the effective governance of a company. They play a vital role in shaping strategic decisions and ensuring financial performance and risk management are closely monitored. Additionally, non-executive directors often serve on various board committees, providing valuable expertise and oversight.

Contribution to Strategic Decision-Making

Non-executive directors provide valuable insights and guidance during the strategic decision-making process. Their diverse backgrounds and experiences bring fresh perspectives to board discussions, helping to identify opportunities and mitigate risks. By participating actively in strategic planning sessions, non-executive directors ensure that decisions are made in the best interest of the company and its stakeholders.

Reviewing and Monitoring Financial Performance

Non-executive directors have a crucial role in reviewing and monitoring the financial performance of a company. They analyse financial reports, budgets, and forecasts, providing independent analysis and advice to the board. By conducting rigorous assessments, they ensure that the company’s financial goals are on track and identify potential areas for improvement.

Guidance on Risk Management

Risk management is a critical aspect of corporate governance, and non-executive directors actively contribute to this process. They assess and oversee the risk management framework, helping to identify potential threats and implement effective measures to mitigate them. By providing guidance on risk management strategies, non-executive directors enable the company to navigate challenges and capitalise on opportunities.

Service on Board Committees

Non-executive directors often serve on board committees to tackle specialised tasks and issues. These committees include audit committees, remuneration committees, and other industry-specific committees. By serving on these committees, non-executive directors bring their expertise to bear on specific areas, such as financial controls, executive compensation, and regulatory compliance. Their involvement ensures a thorough and independent examination of these critical areas.

Ensuring Compliance with Laws and Regulations

Compliance with laws and regulations is a fundamental responsibility of non-executive directors. They must stay updated on relevant legal requirements and industry best practices to ensure the company operates within the boundaries set by regulators. By actively monitoring and reviewing compliance efforts, non-executive directors help safeguard the company’s reputation and protect the interests of stakeholders.

Shared Legal Responsibilities with Executive Directors

Non-executive directors share the same legal responsibilities as executive directors. They must act in good faith, exercise due care, and act within the limits of their authority. In the event of misconduct or breaches of duty, non-executive directors can be held liable, just like their executive counterparts. It is essential for non-executive directors to understand their legal responsibilities and fulfil them diligently.

Contribution to Strategic Decision-MakingProvide insights and guidance during the strategic decision-making process, ensuring decisions align with the company’s objectives.
Reviewing and Monitoring Financial PerformanceAnalyse financial reports, budgets, and forecasts to ensure the company’s financial performance is on track and identify areas for improvement.
Guidance on Risk ManagementAssess and oversee the risk management framework, identifying potential risks and implementing strategies to mitigate them.
Service on Board CommitteesServe on specialised committees, such as audit or remuneration committees, to address specific issues and provide expertise.
Ensuring Compliance with Laws and RegulationsStay updated on legal requirements and industry best practices, ensuring the company operates within regulatory boundaries.
Shared Legal Responsibilities with Executive DirectorsHave the same legal responsibilities as executive directors and can be held liable for misconduct or breaches of duty.

Hiring and Appointing Non-Executive Directors

When it comes to appointing non-executive directors, the responsibility lies with the board of directors or the nomination committee. This process involves conducting due diligence to gather relevant information about the candidates and assess their suitability for the role.

Once appointed, non-executive directors go through an induction process to familiarise themselves with the company’s operations, culture, and key stakeholders. This helps them understand the organisation’s goals and objectives, enabling them to contribute effectively to board discussions and decision-making.

In addition to induction, training programs may be provided to non-executive directors to enhance their skills and knowledge in areas such as corporate governance, risk management, and strategic planning. This ensures that they possess the necessary expertise to fulfil their responsibilities and bring value to the board.

Remuneration for non-executive directors varies and can be based on different factors such as fees, equity, or cash payments. In the UK, on average, non-executive directors earn £40,000. This is determined by the company’s remuneration policy and the duties expected of the non-executive director.

There is an increasing emphasis on diversity in board appointments, recognizing the benefits that diverse perspectives bring to decision-making and overall board effectiveness. Companies are focusing on appointing individuals from different gender, social and ethnic backgrounds, as well as those with diverse cognitive and personal strengths.

Benefit of Hiring Non-Executive DirectorsAppointment ProcessInduction and TrainingRemunerationDiversity
Providing independent advice and oversightAppointed by the board of directors or nomination committeeInduction to familiarise with company’s operations and training to enhance skillsVaries based on fees, equity, or cash paymentsFocusing on gender, social, ethnic diversity, and cognitive/personal strengths

Liabilities and Legal Duties of Non-Executive Directors

Non-executive directors, like their executive counterparts, have statutory duties and fiduciary responsibility. These responsibilities require them to act within the company’s powers, promote the success of the company, exercise independent judgement, and avoid conflicts of interest.

Under the Company Directors Disqualification Act 1986, non-executive directors can face disqualification and liability for misconduct or being deemed unfit to act as a company director. This Act serves as a regulatory framework to protect the integrity of corporate governance and the interests of stakeholders.

Non-executive directors may also be subject to additional liabilities based on sector-specific rules and requirements. For example, financial regulatory bodies may impose specific compliance obligations.

Compliance is Crucial for Non-Executive Directors

Complying with legal obligations is of utmost importance for non-executive directors. They must diligently fulfil their duties and responsibilities, ensuring they act in the best interest of the company and its stakeholders. Failure to comply with these obligations can lead to legal consequences and reputational damage.

By adhering to statutory duties and exercising fiduciary responsibility, non-executive directors contribute to the effective functioning of the company and uphold good corporate governance practices. Their role is pivotal in safeguarding the interests of stakeholders and promoting accountability and transparency within the organisation.


Non-executive directors play a vital role in the corporate governance of companies. While they do not have control over the day-to-day running of a business, their independent advice and oversight contribute to effective strategic decision-making and protect the interests of stakeholders.

By ensuring that the board operates with transparency and accountability, non-executive directors promote good corporate governance practices. Their role is essential in providing an external perspective and constructive challenge to the executive directors, ultimately benefiting the overall success of the company.

For further guidance finding Non-Executive Directors for your business, get in touch via the contact form to see how Boardroom Advisors can help you.


 What is the role of non-executive directors in an organisation?

Non-executive directors (NEDs) play a crucial role in providing independent oversight, constructive challenge, and strategic guidance to the board of directors. They do not engage in the day-to-day management of the company but instead bring an external and impartial perspective to board discussions.

What is the difference between non-executive directors and independent directors?

Non-executive directors (NEDs) are members of the board who are not involved in the daily operations of the company, while independent directors are those who have no financial or personal ties to the organisation. All independent directors are non-executive directors, but not all NEDs are independent directors.

How do non-executive directors contribute to board meetings?

Non-executive directors contribute by asking challenging questions, scrutinising management decisions, and providing an independent view on strategic matters. They also help in succession planning and ensuring that the company is operating in the best interests of shareholders.

What are the potential liabilities of being a non-executive director?

Non-executive directors can be held personally liable for certain breaches of the law, such as negligence or fraud. It is essential for NEDs to stay informed and involved in the company’s activities to mitigate these risks.

How is the remuneration of non-executive directors determined?

The remuneration of non-executive directors is typically determined by the board’s remuneration committee, taking into account factors such as time commitment, responsibilities, and industry standards. It is important for the remuneration to be fair and transparent.

What is the Companies Act 2006 and how does it relate to non-executive directors?

The Companies Act 2006 is the primary legislation governing companies in the UK. It sets out the duties and responsibilities of directors, including non-executive directors. NEDs are expected to comply with the legal requirements outlined in the Act.

Can non-executive directors be members of the senior management team?

Non-executive directors are not part of the senior management team. Their role is to provide oversight and guidance to the executive directors and ensure that the company is managed effectively and ethically.

Written by: John Courtney

John is highly ranked in the Top 100 UK Entrepreneurs list by City AM and is winner of the Lifetime Achievement Award from techSPARK. He has been a Board Director himself for over 40 years and first started placing Non-Executive Directors over 25 years ago. John founded and ran seven of his own businesses including a Management Consultancy for 10 years, a Corporate Finance offering for 10 years and a mid-sized Digital Agency for another 10 years.