<img src="https://secure.leadforensics.com/146720.png" style="display:none;"> The Role of the Non Executive Director

The Role of the Non Executive Director

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The Role of the Non Executive Director

A non-executive director (NED) is a member of the board of directors. Under company law, there is no legal distinction between executive directors and non-executive directors. Both have the same legal duties, responsibilities and potential liabilities but NEDs do not take part in the executive management of a business, usually standing back from its day-to-day running. 

Input from NEDs will vary. For example, in a new business, they might act as mentors. At the other end of the spectrum, a NED of a listed public limited company may only attend board meetings several times a year. In a public sector organisation, such as an NHS Trust, NEDs might require additional skills. Board meetings are sometimes held in public where they will have to communicate well and deal with unscheduled questions effectively. 

The programme will cover: 

  • Strategy: constructively challenging and contributing to the development of strategy 
  • Performance: monitoring and scrutinising the performance of management in meeting agreed goals and objectives 
  • Risk: satisfying yourself that financial information is accurate and financial controls and systems of risk management are robust and defensible 
  • People: determining appropriate levels of remuneration of executive directors; having a prime role in appointing and, where necessary, removing senior management; and planning for succession. 

Course Summary


CPD Endorsed


2 Day

Delivery Method and Price:

Virtual Classroom:
Price on Enquiry

Face to Face Classroom:
Price on Enquiry


About the Programme

The UK Corporate Governance Code makes it clear that non-executives have an important role to play. They should: 

  • provide assistance and challenge constructively during the development of strategy proposals; 
  • scrutinise management’s performance in meeting agreed goals and objectives, monitoring performance reports; 
  • be satisfied about the integrity of financial information and that controls and risk management systems are robust and defensible; 
  • determine appropriate levels of remuneration for executive directors; and 
  • appoint and remove executive directors, and ensure effective succession planning. 

The governance structure of a business determines responsibilities and levels of authority within it and specifies the rules and procedures for making decisions. NEDs are the custodians of corporate governance and are crucial in ensuring an organisation is run properly. 

Our two-day course on the Role of the Non-Executive Director is designed to equip you with the tools and knowledge to carry out this critical and complex position effectively. Through attendance, you will learn how to engage with the wider corporate aim of your organisation, ensuring the correct governance and accountability structures are in place. 

On completion of this programme, participants will: 

  • Support entrepreneurial leadership and enable risk to be assessed and managed 
  • Contribute to the formation of strategic direction and aims, ensuring necessary financial and human resources are in place to meet objectives and review management performance 
  • Be an effective problem-solver 
  • Deliver sound judgement, including understanding of timing 
  • Contribute to the formation of a company’s values and standards, ensuring its obligations to shareholders, stakeholders and others are understood and met 
  • Communicate effectively, particularly with third parties 
  • Be empathetic – show a preparedness to listen (ahead of speaking) and appreciate, but not be swayed by, every different opinion. Show the patience to develop the company at the appropriate speed 
  • Maintain integrity – be honest and straightforward, consistent and reliable, irrespective of the circumstances, audience or pressures 
  • Ensure all company audit requirements are satisfied 
  • Effectively input into the remuneration of the executive directors and appointment of executive directors 
  • Apply the legal and regulatory framework that underpins the role of the non-executive director. 

Session 1

The Role of the NED

Key themes include:

  • Comparing Non-Executive roles in different organisations
  • Ensuring there is a robust strategy for the ownership and development of the business
  • Ensuring there is a regular process for monitoring, reviewing and refining the strategy
  • Ensuring the business has the necessary resources to deliver its strategy, especially in the key areas of human and financial resources
  • Ensuring the business has an appropriate corporate governance system and strong and effective relationships with external stakeholders
  • Bringing an independent and broader external perspective to the business
  • Being a confidential sounding board and playing the role of ‘devil’s advocate’ for the senior executives of the business

Session 2

Key Skills and Behaviour Required to be an Effective NED

Key themes include:

  • Integrity
  • High ethical standards
  • Sound judgement
  • Willingness to challenge
  • Interpersonal skills
  • Confidence
  • Understanding how conflict occurs and how to deal with it effectively
  • Behavioural skills
  • Listening skills
  • Ability to communicate ideas
  • Sensitivity, openness and awareness of non-verbal communication
  • Persuasiveness
  • Leadership and self-awareness, ability to gain respect and attention
  • Critical thinking, creativity and strategic awareness
  • Business acumen, ability to identify new business opportunities
  • Forward thinking, willingness to embrace change and innovation
  • An inquiring and inquisitive mind – with an ability to assimilate, assess and analyse information, especially financial information
  • Co-operation and teamworking
  • Facilitation skills
  • Ability to take the wider, strategic view
  • Political astuteness and ability to play the ‘diplomat’
  • Determination, with the tenacity and drive to succeed
  • Appetite for new knowledge and skills to develop competences further
  • Availability to prepare for and attend meetings
  • Ability to identify potential problems and deal with risk

Session 3

Corporate Governance Overview

Key themes include:

  • A review of the corporate governance environment
  • The corporate governance role of the NED

Session 4

Legal Liability and Risks

Key themes include:

  • Role and key tasks of the Board
  • What is expected of a NED
  • Liability and insurance
  • Due diligence
  • Bribery Act

Session 5

Risk Management and Audit Committees

Key themes include:

  • The NED’s responsibilities regarding risk and internal control
  • Composition and role of the committee
  • Appropriate guidance on terms of reference for audit and risk committees

Session 6

Effective Decision Making

Key themes include:

  • Board as decision making entities
  • What facilitates good decision making
  • Limitations on effective decision making
  • Judgement and how it can be distorted
  • Honest reviews of past decisions
  • The Chairman’s role

Session 7

Board Composition and Remuneration: The Challenges for NEDs

Key themes include:

  • Issues regarding Board composition, and the nomination committee, including skill sets, search and selection, succession planning and diversity
  • Key aspects of formulating a remuneration policy; legal constraints and best practice issues; an examination of the changing features of remuneration; and application of these principles to practical examples.

Whilst this programme is not linked to a formal qualification, it will contribute to delegate’s ongoing personal and professional development

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Is this course right for you?

  • Provide assistance and challenge constructively during the development of strategy proposals
  • Scrutinise management’s performance in meeting agreed goals and objectives, monitoring performance reports
  • Be satisfied about the integrity of financial information and that controls and risk management systems are robust and defensible
  • Determine appropriate levels of remuneration for executive directors
  • Appoint and remove executive directors, and ensure effective succession planning


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