The Three Lines of Defence: A Non-Executive Director’s Guide
Every non-executive director faces the same basic problem. The board is responsible for the company’s risk management and internal controls, but a NED cannot run the controls, test transactions or audit processes personally. The board has to rely on what it is told. The real …
How Non-Executive Directors Should Oversee Consumer Duty
Most regulation is implemented by management and reported to the board. The Consumer Duty is different: the rules name the board itself. For a non-executive director of an FCA-regulated firm that serves retail customers, the Duty is not an operational matter to be noted and …
What Non-Executive Directors Need to Know About Compliance Monitoring
Most non-executive directors on the board of an FCA-regulated firm receive a compliance report at every meeting. Fewer know quite what they are looking at. The report may list reviews completed, findings raised and actions overdue, with a reassuring colour scheme, yet still leave the …
The NED’s Role When a Company Faces Insolvency or Financial Distress
Most of a non-executive director’s work happens when the company is healthy: overseeing strategy, challenging management, strengthening governance. The moment that tests a board most is the one nobody wants, when the business runs into serious financial difficulty and insolvency becomes a real possibility. At …
What to Ask Before Joining a Board: A Due-Diligence Checklist for Incoming NEDs
Being offered a board seat is flattering, and the natural instinct is to accept quickly. But a non-executive appointment is a two-way assessment. The board is deciding whether it wants you; you should be deciding, with the same rigour, whether you want the board. From …
D&O Insurance for Non-Executive Director
Every non-executive director is told that the company has D&O insurance. Far fewer have read the policy. That is understandable: policies are long, written in insurance language, and usually arranged by the finance team and a broker long before a new NED arrives. But the …
What Is a Senior Independent Director (SID)?
Most descriptions of the senior independent director stop at the definition. The SID is an independent non-executive director who acts as a sounding board for the chair, an intermediary for the other directors and an alternative point of contact for shareholders. That is accurate, but …
Do Private and Family Businesses Need a Non-Executive Director?
For most owners of private and family companies, the question of a non-executive director arrives slowly. A bank asks about governance. An investor mentions board composition. A succession conversation stalls. A trusted adviser suggests that an outside voice might help. None of these is a …
How a NED’s First 100 Days Should Look: Onboarding onto a Board
Most new non-executive directors are experienced people, and many assume that experience will carry them through the opening months of a board role. It helps, but it is not enough. A board seat comes with full legal responsibility from the day of appointment, yet the …
What Is a Nomination Committee, and How Does It Choose New Directors?
If the audit committee guards the integrity of the numbers and the remuneration committee governs executive pay, the nomination committee governs something even more fundamental: the make-up of the board itself. Every other part of good governance depends on having the right people around the …
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