A first non-executive director role is something many senior leaders start thinking about in the later part of their executive career. Some want to give something back. Some want variety alongside their main job, or a portfolio of roles once they step back from full-time work. Whatever the reason, the route in isn’t always obvious, and being a strong executive doesn’t automatically make you ready for a board.
Here’s what NEDs actually do, what boards look for, where first roles tend to come from and how to prepare.
What does a non-executive director do?
A non-executive director sits on a board without running part of the business day to day. Their job is to bring independent judgement. That means supporting the executive team, but also challenging them, testing the strategy, making sure risks are properly managed and holding management to account for performance.
In larger companies NEDs usually sit on board committees too, such as audit, remuneration or nominations. The UK Corporate Governance Code recommends that at least half the board of a listed company, not counting the chair, should be independent non-executive directors.
One thing that surprises people is that, legally, a NED is a director like any other. Under the Companies Act 2006, non-executives have the same duties as executive directors, including the duty to promote the success of the company. The role is part time, but the responsibility is the same.
What boards look for in a NED
Boards rarely appoint someone simply because they’ve had a successful executive career. They’re usually looking to fill a specific gap. That might be sector knowledge, financial expertise, digital and technology experience, people and culture, or experience of a particular kind of change such as international growth or a merger.
Beyond that, the qualities boards tend to value are:
- Sound independent judgement, and the confidence to use it
- The ability to ask a hard question in a way that helps rather than undermines
- A good grasp of governance and risk, and of how to read a set of accounts
- Enough time, and the willingness to give more of it when things go wrong
- A genuine interest in the organisation and what it’s trying to achieve
Where first NED roles come from
Very few people go straight onto a FTSE board. Most build board experience in other settings first, and many find those roles rewarding in their own right. Common first steps include:
- Charity trustee boards, which are often keen to find people with commercial or professional experience
- NHS trust and other public sector boards
- Housing associations
- School, academy trust and university governing bodies
- Smaller private companies and family businesses
- Advisory boards for start-ups and growing businesses
Charity trustees are usually unpaid, but the experience of governance, risk and working as part of a board is exactly what any future board will want to see. The Charity Commission’s guide, The Essential Trustee, is a good place to understand what’s expected.
How to prepare for a NED role
Rewrite your CV for a board
An executive CV lists what you’ve delivered. A board CV needs to show the judgement and perspective you’d bring, the governance experience you already have and the gap you’d fill. Our executive CV and LinkedIn service can help with this.
Get comfortable with governance and finance
You don’t need to be an accountant, but you do need to read a set of accounts confidently and know what to ask about risk and assurance. Our Effective Board Member modules cover what a board is for, governance and assurance, and finance for non-finance board members.
Use your network
Many NED roles are filled through contacts and recommendations, so let people know you’re looking and what you could bring.
Do your own due diligence
Before you accept a role, read the latest accounts and, if you can, recent board minutes. Meet the chair and some of the other directors, ask about directors’ and officers’ insurance, and be realistic about the time involved. Many roles need more time than the advert suggests, particularly when something goes wrong.
How we help leaders into the boardroom
Our 6-Week NED Transition Programme is designed for experienced leaders preparing for their first non-executive role. It’s practical and focused on getting you ready to apply, interview well and contribute from your first board meeting. If you’re already on a board, NED coaching and NED mentoring give you a confidential space to think through the harder parts of the role.
We support leaders across the UK, Europe and internationally. If you’re thinking about a first NED role, book a call and we’ll talk about where you are now and what would help.
Frequently asked questions
Do I need a qualification to become a non-executive director?
No formal qualification is required. Boards do expect you to understand governance, risk and finance, so many aspiring NEDs take board-level training before they apply.
Are non-executive directors paid?
In companies, NEDs usually receive a fee, which varies a great deal with the size of the organisation. Charity trustees are generally unpaid, although reasonable expenses can be covered.
How much time does a NED role take?
It depends on the organisation. Expect board meetings, preparation, committee work and the occasional extra meeting when something urgent comes up. Ask the chair for an honest estimate before you accept.
Can I be a NED while working full time?
Yes, and many people take their first NED role while still in an executive job. Check your employment contract first, as many employers need to approve outside appointments.
