Who Pays Non-Executive Directors? Board Compensation

Non-executive directors play a crucial role in providing independent oversight and guidance to the board of directors. However, have you ever wondered who actually pays non-executive directors for their valuable contributions? Is it the company they serve or someone else? 

Let’s delve into the world of board compensation and explore who foots the bill for these influential individuals.

The Role of Non-Executive Directors

Non-executive directors play a critical role in the corporate governance of organizations. They provide independent oversight and guidance to the board of directors, ensuring that the interests of shareholders and stakeholders are represented.

While executive directors are employed by the company and hold operational roles, non-executive directors bring an external perspective and diverse expertise, often obtained through their experiences in other industries and sectors. This section will delve into the responsibilities of non-executive directors and their impact on board decision-making.

The Responsibilities of Non-Executive Directors

Non-executive directors have several key responsibilities that contribute to effective corporate governance. These responsibilities include:

  1. Strategic Guidance: Non-executive directors actively participate in the development and review of the company’s strategic direction. They provide valuable insights and challenge the executive team to ensure robust decision-making and long-term sustainable growth.
  2. Risk Management: Non-executive directors play a crucial role in overseeing and assessing the organization’s risk management processes. By monitoring risks, evaluating risk mitigation strategies, and ensuring compliance with regulatory requirements, they help safeguard the company’s reputation and financial stability.
  3. Performance Evaluation: Non-executive directors are involved in evaluating the performance of the executive team and the effectiveness of the board as a whole. Their objective perspective helps identify areas for improvement and ensures accountability and transparency.
  4. Appointment of Executives: Non-executive directors may contribute to the appointment and succession planning of executive directors, ensuring that the board comprises a diverse mix of skills, expertise, and experience.
  5. Stakeholder Engagement: Non-executive directors maintain regular communication with shareholders, investors, and other key stakeholders, representing their interests and maintaining transparency and accountability within the organization.

By fulfilling these responsibilities, non-executive directors contribute to the effective functioning of the board and the overall governance of the company. Their independent perspectives and diverse backgrounds enhance decision-making processes and strengthen the organization’s long-term viability and success.

Responsibilities of Non-Executive Directors
Strategic Guidance
Risk Management
Performance Evaluation
Appointment of Executives
Stakeholder Engagement

Who Pays Non-Executive Directors?

The Company’s Responsibility

The responsibility of paying non-executive directors falls upon the company they serve. As integral members of the board, non-executive directors contribute their expertise to the strategic decision-making process and bring an objective perspective to corporate affairs. In recognition of their invaluable contributions, companies ensure they are fairly compensated for their services.

Board of Directors’ Involvement in Setting Remuneration

Setting the remuneration for non-executive directors is a collaborative process that involves the board of directors. The board, consisting of both executive and non-executive members, is responsible for determining the appropriate level of compensation. This ensures that the remuneration aligns with industry standards, reflects the skills and experience of the non-executive director, and maintains a fair balance within the company’s financial capabilities.

In summary, non-executive directors are paid by the company they serve, and the board of directors plays an essential role in establishing their remuneration. By recognizing the responsibility of the company and the involvement of the board in setting compensation, transparency and fairness are maintained in the process.

Related reading: Are non-executive directors still directors?

How Non-Executive Directors Are Compensated

The types of compensation that non-executive directors receive can vary depending on various factors. In this section, we will explore the different types of compensation and the factors that influence the levels of compensation for non-executive directors.

Types of Compensation

Non-executive directors can receive different forms of compensation for their contributions. These compensation types may include:

  • Retainer fees: Non-executive directors are often paid a retainer fee, which is a fixed amount paid regularly to compensate for their time and commitment.
  • Meeting fees: Non-executive directors may also receive fees for attending board meetings or committee meetings.
  • Share-based compensation: In some cases, non-executive directors may be offered share options or other equity-based incentives as part of their compensation package.
  • Bonuses: Non-executive directors may be eligible for performance-based bonuses linked to specific targets or company performance.

Factors Influencing Compensation Levels

The levels of compensation for non-executive directors can be influenced by several factors, such as:

  • Size and complexity of the company: Non-executive directors serving on boards of large, multinational corporations may receive higher compensation compared to those on smaller boards.
  • Industry sector: Compensation levels may also vary depending on the industry sector in which the company operates.
  • Experience and expertise: Non-executive directors with extensive experience or specialized expertise relevant to the company may command higher compensation.
  • Time commitment: The amount of time required and the workload associated with the non-executive director role can impact compensation levels.
  • Market benchmarks: Companies often benchmark their non-executive director compensation against comparable roles in the market to ensure competitiveness.

Understanding the various types of compensation and the factors that influence compensation levels is essential in ensuring fair and appropriate remuneration for non-executive directors.

Legal and Governance Frameworks

Non-executive director compensation is governed by legal and governance frameworks in the United Kingdom. Companies adhere to corporate governance guidelines and fulfill legal obligations when determining and approving non-executive director compensation.

Corporate Governance Guidelines

Corporate governance guidelines serve as a framework for companies to ensure transparency, accountability, and ethical conduct in their operations. These guidelines provide guidance on various aspects of corporate governance, including the structure and composition of boards, board responsibilities and decision-making, and executive and non-executive director compensation.

By following corporate governance guidelines, companies can enhance their governance practices, strengthen board oversight, and promote the interests of shareholders and other stakeholders.

Legal Obligations and Shareholder Approval

When determining non-executive director compensation, companies must fulfill legal obligations, including compliance with relevant legislation, such as the Companies Act. These obligations require companies to establish fair and reasonable compensation policies and practices that align with the company’s financial performance and industry standards.

Shareholder approval is often required for the appointment and remuneration of non-executive directors. Shareholders play a key role in ensuring that the compensation arrangements for non-executive directors are appropriate and in line with the company’s performance and shareholder interests. They have the right to vote on matters related to director compensation during general meetings.

By obtaining shareholder approval, companies demonstrate their commitment to transparency and accountability, enhancing the trust and confidence of shareholders and the wider public.

Challenges in Remunerating Non-Executive Directors

Remunerating non-executive directors can present significant challenges for companies. It is essential to balance fair compensation with company performance while meeting transparency requirements and satisfying shareholder expectations.

Balancing Fair Compensation with Company Performance

One of the key challenges in remunerating non-executive directors is striking a balance between fair compensation and company performance. These directors play a crucial role in providing independent oversight and guidance to the board. However, determining their compensation can be complex, as it needs to reflect their expertise, responsibilities, and the value they bring to the company while aligning with the company’s financial performance.

Companies must consider various factors, such as industry benchmarks, market conditions, and the financial stability, growth, and profitability of the organization. The compensation structure should incentivize non-executive directors to fulfill their responsibilities effectively and contribute to the long-term success of the company.

Transparency and Shareholder Expectations

Transparency is a vital aspect of remunerating non-executive directors. Shareholders and stakeholders expect fair and transparent practices when it comes to determining director compensation. Companies are under increasing pressure to disclose detailed information about director remuneration to ensure accountability and build trust.

Shareholders often scrutinize the compensation packages of non-executive directors, particularly if they perceive them to be excessive or not aligned with company performance. It is crucial for companies to have clear and transparent processes for setting director compensation, including the involvement of independent remuneration committees and regular communication with shareholders regarding the rationale behind the compensation decisions.

By embracing transparency, companies can address shareholder expectations, enhance corporate governance, and strengthen the relationship between the board of directors and shareholders.


In conclusion, fair and transparent compensation practices are of utmost importance for effective corporate governance. When it comes to non-executive directors, these practices play a vital role in ensuring board dynamics and company performance. By implementing fair compensation strategies and maintaining transparency, companies can foster trust, attract top talent, and enhance overall board effectiveness.

Fair compensation practices involve providing non-executive directors with remuneration that aligns with their responsibilities and contributions to the company. It is essential to consider factors such as industry standards, company performance, and comparable positions in order to determine a fair and competitive compensation package. By doing so, companies can ensure that non-executive directors are motivated to fulfill their duties and make valuable contributions to the board.

Transparency is another crucial aspect of compensation practices for non-executive directors. Companies must openly communicate their approach to setting director compensation, including the rationale behind decisions and the process followed. This transparency helps build trust among shareholders, employees, and other stakeholders, instilling confidence in the company’s governance practices and decision-making processes.

In summary, fair and transparent compensation practices for non-executive directors not only adhere to corporate governance guidelines but also contribute to the long-term success of the company. By prioritizing fairness and transparency, companies can create a positive and inclusive board culture, attract experienced directors, and foster sustainable growth and profitability.


Do non-executive directors get paid?

Yes, non-executive directors (NEDs) typically receive compensation for their board roles.

Who pays non-executive directors?

Organizations, such as companies, charities, or trusts, pay non-executive directors for their services.

How is the pay for non-executive directors determined?

The fees for non-executive directors can vary and are usually determined based on factors like the size of the organization, the industry, and the responsibilities of the role.

What is the role of an independent director in terms of compensation?

Independent directors, including non-executive directors, play a crucial role in providing unbiased oversight, and they are compensated for their expertise and time commitment.

Are non-executive director fees subject to taxation?

Yes, the pay received by non-executive directors is usually subject to taxation like any other form of income.

What is the Institute of Directors and how does it relate to non-executive directors?

The Institute of Directors is a professional body that provides resources and support for directors, including non-executive directors, to enhance their governance skills and performance.

Do all UK companies pay their non-executive directors?

While many UK companies pay their non-executive directors, the level of fees can vary significantly, with some offering low levels of compensation compared to others.

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.