Ined Recruitment

iNED Recruitment

INED stands for Independent Non-Executive Director. An iNED (also written INED or i-NED) is a non-executive director who satisfies a formal independence test — defined by the applicable governance code or regulatory framework — and is therefore designated as independent for governance purposes. Not all non-executive directors are independent: a NED with a prior executive role at the company, a material shareholder relationship or a significant business connection to the firm may serve on the board but cannot be designated as independent under the relevant standard. The iNED designation specifically applies to those who pass the formal independence assessment.

NED Capital places iNEDs for FCA-regulated financial services firms, listed companies, PE-backed businesses and governance-critical organisations across the UK. Adrian Lawrence FCA, founder of NED Capital and Fellow of the ICAEW, leads every iNED search personally and conducts formal independence assessment on every candidate before presentation.

Call 0203 137 2496 or email recruitment@nedcapital.co.uk to discuss an iNED appointment.

What Is an iNED?

An iNED is a non-executive director who has been assessed as independent under the criteria applicable to the organisation they serve on. The term is used particularly in FCA and PRA regulatory contexts — both regulators use INED as a formal designation for independent non-executive directors of regulated firms — but applies more broadly to any NED who satisfies a formal independence test under a governance code.

The iNED designation is distinct from the NED designation in one specific way: independence is formally assessed and verified, not assumed. A company can appoint a NED without conducting any formal independence assessment. It cannot designate that director as an iNED without confirming they satisfy the independence criteria of the applicable framework.

The term iNED is most commonly encountered in FCA and PRA regulated firms — where both regulators use INED as a formal regulatory category under the Senior Managers and Certification Regime — and in listed company annual reports and governance disclosures where the FRC and QCA codes require boards to identify which NEDs are independent and explain any circumstances affecting that independence.

iNED vs NED — The Difference

Every iNED is a NED but not every NED is an iNED. The distinction is independence status.

A NED is a director who does not form part of the executive management team. They may or may not be formally independent — a NED who previously worked for the company, holds a significant shareholding or represents a major investor is still a NED but does not qualify as an iNED.

An iNED is a NED who has been assessed as independent under the applicable governance code or regulatory framework — free from relationships or circumstances that could materially affect their judgement. The independence assessment considers criteria set out in the FRC Code, the QCA Code or the FCA/PRA SMCR as applicable to the specific organisation.

For listed companies, the FRC and QCA codes require a minimum number of formally independent NEDs — so independence assessment has direct board composition implications. For FCA-regulated firms, the INED designation carries specific regulatory approval requirements under SMCR. For private and PE-backed companies, independence is assessed informally but the principle that a NED must be free from compromising relationships applies regardless of formal code obligation.

When Do Organisations Need an iNED?

Listed companies. Both AIM (QCA Code) and premium-listed (FRC Code) companies must have a defined number of independent non-executive directors. For premium-listed companies, the FRC Code recommends at least half the board, excluding the chair, should be independent NEDs. AIM companies are expected to have at least two independent NEDs under the QCA Code.

FCA and PRA regulated firms. Banks, insurers, investment managers and other regulated firms must have INEDs as part of their approved persons structure under SMCR. INED appointments in regulated firms require FCA and, where applicable, PRA approval before the individual takes up the role. The principal SMF designations for INEDs are: SMF9 (Chair), SMF12 (Chair of Nominations), SMF13 (Chair of Audit), SMF14 (Chair of Risk).

PE-backed businesses. PE investors frequently require an independent NED as a condition of investment, specified in the shareholders’ agreement. The PE context defines independence primarily as freedom from material relationships with the investor group and the management team.

Organisations with governance code obligations. Charities subject to the Charity Governance Code, housing associations regulated by the Regulator of Social Housing and further education corporations all have independence expectations for board members, even where the precise iNED terminology is not used.

Our iNED Recruitment Process

Independence assessment at brief stage. We confirm the independence criteria applicable to the organisation — FRC, QCA, SMCR or private company governance standard — before sourcing begins. Independence assessment is built into the search from the outset.

Candidate independence screening. Every candidate is screened against the independence criteria before being shortlisted. Former executives of the client, material shareholders, connected business relationships and cross-directorships are all identified and assessed before presentation. We do not leave the independence determination to the client.

Regulatory pre-assessment for SMF mandates. For FCA-regulated INED appointments with SMF designations, we conduct a preliminary fit and proper assessment covering regulatory history, financial soundness and references from regulated board contexts before presenting candidates.

Shortlist and recommendation. We present a shortlist of three to five candidates, each with a written independence assessment alongside board credentials and skills match. Shortlists typically within two to three weeks. Full iNED assessment methodology is described on our Independent Non-Executive Director Recruitment page.

iNED Fee Benchmarks

iNED fees are broadly consistent with NED fees for equivalent organisations. Regulated firm INED roles typically attract higher fees reflecting SMCR accountability and regulatory approval requirements. Current benchmarks: private companies £10,000–£35,000; AIM-listed £35,000–£85,000; FCA-regulated investment managers £35,000–£95,000 for SMF-designated INED roles; banks and dual-regulated firms £40,000–£100,000+ depending on balance sheet size and regulatory complexity.