How Many Non-Executive Roles Is Too Many?
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: There is no legal limit on how many non-executive roles you can hold in the UK. The UK Corporate Governance Code asks only that a director can allocate …
Do Non-Executive Directors Need to Register as Self-Employed with HMRC?
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: No — for your non-executive director role, you do not register as self-employed. A NED is an office-holder, and fees for the office are treated as employment income, …
How to Handle Conflicts of Interest as a Non-Executive Director
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: A non-executive director handles a conflict of interest by declaring it promptly, withdrawing from the relevant discussion and decision where necessary, and ensuring it is properly recorded. This …
The Complete Guide to Non-Executive Director Share Options
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: For UK listed companies, the short answer is that non-executive directors should not normally receive share options. The UK Corporate Governance Code specifically advises against including share options …
How to Prepare for Your First Board Pack as a First-Time NED
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: First, an important clarification: as a non-executive director you do not prepare the board pack — it is prepared for you by the company secretary and management, and …
What Insurance Do Non-Executive Directors Need?
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: The insurance that matters for a non-executive director is Directors’ and Officers’ (D&O) liability insurance, arranged and paid for by the company. Because a NED owes the full …
How to Negotiate Your First Non-Executive Director Contract
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: The hardest part of negotiating a first non-executive appointment is usually not the terms themselves but the nerve to raise them — many first-timers, flattered by the offer, …
The Pros and Cons of Recruiting an External NED
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: Recruiting an external non-executive director brings genuine independence, fresh challenge, specialist expertise the board lacks, and a wider network — the reasons most well-governed boards appoint externally. The …
What to Include in a Non-Executive Director Job Description
The Short Answer A non-executive director role description needs six things: why this appointment is being made now, the time commitment in days, the term and independence position, committee responsibilities, the statutory duties and liabilities, and the fee. The section that decides the quality of …
The Role of NEDs in Ensuring Good Corporate Governance
By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub In short: Non-executive directors are the mechanism through which several of the core principles of UK corporate governance are actually delivered. Good governance is not an abstraction — it is …
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