A non-executive director (abbreviated to non-exec, NED or NXD) or external director is a member of the board of directors of a company or organisation who does not form part of the executive management team. They are not employees of the company or affiliated with it in any other way and are differentiated from inside directors, who are members of the board who also serve or previously served as executive managers of the company (most often as corporate officers). However they do have the same legal duties, responsibilities and potential liabilities as their executive counterparts.
Non-executive directors are directors who act in advisory capacity only. Typically, they attend monthly board meetings to offer the benefit of their advice and serve on committees concerned with sensitive issues such as the pay of the executive directors and other senior managers; they are usually paid a fee for their services but are not regarded as employees.
All directors should be capable of seeing company and business issues in a broad perspective. Nonetheless, non-executive directors are usually chosen because of their independence and initiatives, and are of an appropriate caliber and have particular personal qualities.
Fundamentally the non-executive director role is to provide a creative contribution and improvement to the board by providing dispassionate and objective criticism. Their role may change depending on the organisation, though they are usually not involved in the day-to-day management of the company but monitor the executive activity and contribute to the development strategy.
Non-executive directors can also be referred to as external directors; they are usually people of stature and experience who can act as both a source of wise independent advice and a check on any wilder elements on a board.
According to the institute of Directors, Non-executive directors are expected to focus on board matters and not stray into ‘executive direction,’ thus providing an independent view of the company that is removed from day-to-day running.
Non-executive directors, then, are appointed to bring to the board:
Together with the five important the achievement of balance of the board of directors as a whole as well as commitment, perception and a broad perspective of the area or industry. More key responsibilities may include:
- Contributing to the strategic direction of the company;
- Efficiently solving problems that arise;
- Communicating with third parties;
- Ensuring all the audit requirements are satisfied;
- Remuneration of the executive directors;
- Appointing the board of directors.
Non-executive directors have responsibilities in the following areas, according to the Review of the role and effectiveness of non-executive directors published by the British government in 2003:
- Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy. As an external member of an organisation, the NED may have a clearer or wider view of possible factors affecting the company and its business environment, more-so than executive directors.
- Performance: Non-executive directors should scrutinise the performance of management in meeting-agreed goals and objectives and monitoring and, where necessary, removing senior management, and in succession planning.
- Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
- People: Non-executive directors can benefit the company's and board's effectiveness through outside contacts and opinions. Helping the business and board connect with networks of useful people and organisations become an important function for the NED to fulfill.
NEDs should also provide independent views on:
- Standards of conduct
Negative and positive contributions
Having a non-executive director in a business may seem necessary due to the benefits having one can provide, however it is possible a NED may contribute to a dynamic of deteriorating board relationships. Executives could come to resent or be frustrated by non-executive contributions that they perceive to be either ill-informed or inappropriate. This in turn can contribute to a dynamic of deteriorating board relationships, characterized by withholding of information and mistrust. As one executive described it:
‘When a non-executive director displays insight and real knowledge and undertakes a role in a very serious fashion, asks brave questions, takes an interest in issues the directors know that they are going to be kept on their toes in relation to these issues, and the respect level rises. Then that person becomes an approachable person … it is actually cumulative in terms of the benefits that can come from that … it can go completely the other way because it is just, “well, they don't know anything about the business, they had to ask the obligatory three questions” and then the respect gets lost between the parties and you do not have a relationship that is built. It gets back down to what is the ability of the person and what is driving them to become engaged … When that engagement actually adds value and can be seen to add value, then very quickly you get a dynamic where you improve the situation.’
It is the duty of the whole board to ensure that the company accounts properly to its shareholders by presenting a true and fair reflection of its actions and financial performance and that the necessary internal control systems are put into place and monitored regularly and rigorously. A non-executive director has an important part to play in fulfilling this responsibility whether or not a formal audit committee (composed of non-executive directors) of the board has been constituted.
Some organisations appraise non-executive directors on general overall performance criteria such as in the Higgs Report, as above, whereas others in addition set specific individual objectives, which may be specifically linked to the overall organisation goals.
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