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Non-executive directors useful links

Guidance and other useful information from external websites on the role and duties of the non-executive director

FRC guidance Further guidance and reports Organisations and networks

FRC guidance

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Guidance on board effectiveness
  • Jul 2018
  • Financial Reporting Council
Guidance published by the FRC in July 2018 "to 'stimulate boards’ thinking on how they can carry out their role and encourage them to focus on continually improving their
effectiveness." The guidance relates to the sections of the UK Corporate Governance Code that deal with leadership and the effectiveness of the board. The role of the non-executive director is one of the issues covered in section 2: Division of responsibilities
UK Corporate Governance Code
  • Jan 2024
  • Financial Reporting Council

UK Corporate Governance Code 2024 (for accounting periods on or after 1 January 2025) and  UK Corporate Governance Code 2018. The role of non executives is referred to throughout.

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Guidance and reports

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Cyber security: balancing risk and reward with confidence
  • 10 Dec 2014
  • Department for Business, Innovation & Skills
Government guidance for non-executive directors on understanding the cyber security risks their company faces, including example questions they should ask board colleagues.
ICGN guidance on non-executive director remuneration
  • 01 Jan 2016
  • International Corporate Governance Institute
Best practice guidance on non-executive director remuneration looking at structure, accountability and transparency
Joining the right board: due diligence for prospective directors
  • 01 May 2011
  • ICSA - the Governance Institute
A guide published by the Institute of Chartered Secretaries and Administrators (ICSA) (available online to ICSA members only). Covers the due diligence process that prospective non-executive directors should undertake before joining a company. The ICAEW Library holds a reference copy.
Liability of non-executive directors: care, skill and dilligence
  • 01 Jan 2013
  • ICSA - the Governance Institute
This guidance note is designed to help non-executive directors avoid a range of penalties – from fines, through to disqualification and imprisonment – if they fail to carry out their various duties. The ICAEW Library holds a reference copy.
Mind the information gap: non-executive directors and professional development
  • 01 Apr 2015
  • Axelos
A March 2015 AXELOS discussion paper on the challenges that directors may face in understanding cyber risk and how these problems can be addressed. Requires free registration to view.
NEDS - monitors to partners
  • 27 Jun 2017
  • The Centre for Tomorrow’s Company
Report that looks at the shortcomings of the current approach to the role of NEDs and to corporate governance generally - "the need to shift the focus of non-executive directors from risk mitigation to promoting long-term success"
Non executive directors: Are you getting the right information to govern?
  • 01 Apr 2011
  • KPMG
Guidance document published by the Audit Committee Institute (ACI) in April 2011 providing 'insights into the type of information that non-executive directors may receive from management and what it might look like in practice.
Operational Resilience - A guide for Non-Executive Directors
  • 01 Jul 2021
  • Resilience First
This first edition aims to provide practice notes and advisory tips in concise and user-friendly language, with highlights on principles for NEDs at work as well as practical aspects of work scope, issues, skills and working relationship with other board members and management.
Roles and responsibilities of executive and non-executive directors
  • 01 Jan 2017
  • ICAS
Guidance for directors of private companies from ICAS that gives 'a useful steer on both the statutory duties and wider expectations to help fulfil this important role more effectively'
Sample non-executive director’s appointment letter
  • 01 Feb 2019
  • Institute of Chartered Secretaries and Administrators
Revised guidance note from the Institute of Chartered Secretaries and Administrators (ICSA), which provides an initial checklist of elements a company may wish to cover in its non-executive director appointment letters. It has been updated to reflect the 2018 versions of the UK Corporate Governance Code and Guidance on Board Effectiveness.
The non executive director role
  • 15 Sep 2020
  • Chartered Institute of Personnel and Development
CIPD factsheet on the role, responsibilities and duties of a non-executive director, plus the liabilities a NED is likely to face. Requires free registration to view.
Tyson report on the recruitment and development of non-executive directors
  • 01 Jun 2003
  • London Business School
Report from a group of business leaders and commissioned by the then Department of Trade and Industry, following up on recommendations from the Higgs report. The report looks at how 'companies might draw on broader pools of talent with varied and complementary skills, experiences and perspectives to enhance board effectiveness'.
What is the role of the non-executive director?
  • 21 Nov 2018
  • Institute of Directors
Guidance on the role of the non-executive director published by the Institute of Directors. Further publications on Corporate Governanceare available from their website.
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Organisations, networks and forums

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Financial Times Non-Executive Director Programme
  • Financial Times
The Financial Times Board Director Programme runs training courses, workshops and networking events in London and Hong Kong for aspiring and existing executive and non-executive directors.
KPMG Connect On Board
  • KPMG
ICAEW members in the UK can explore non-executive opportunities through an online platform provided by KPMG. You need to submit a CV showing a solid foundation of executive roles, any prior board experience (UK and/or overseas), thorough awareness of corporate governance issues boards need to comply with, and a deep business/sector understanding. Please note all candidates will be subjected to a verification process. Register for KPMG Connect on Board
NEDonBoard
  • NEDonBoard
Professional organisation  for non-executive directors in the UK. NEDonBoard promotes excellence, ethics and education for board members and aims to improve how businesses operate in the UK. They provide news and insights, networking, a job board, professional development courses and events.
Non-Executive Directors' Association (NEDA)
  • NEDA
Independent members association dedicated to NEDs, offering training and education, networking, and independent support and advice.
UK Centre for Board Matters
  • EY
Ernst & Young network for Non-executive directors and audit committee members. offers networking, technical workshops, thought leadership, guidance and webinars and podcasts.
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