At NED Capital, we specialise in connecting boards with exceptional non-executive directors (NEDs). Below, we’ve answered some of the most common questions asked by boards, chairs, and aspiring NEDs about our services and the wider non-executive landscape.

1. What is a Non-Executive Director (NED)?

A Non-Executive Director (NED) is a member of a company’s board of directors who is not involved in the day-to-day management of the business. Instead, their role is to provide independent oversight, constructive challenge, and strategic guidance.

Unlike executive directors, NEDs are not employees of the company; they bring external expertise, networks, and governance skills. Their independence ensures that decisions are well-balanced and aligned with shareholders’ long-term interests.

Find clear answers about Non-Executive Directors (NEDs) and board recruitment. Learn about responsibilities, skills, time commitment, fees, and how NED Capital helps boards appoint exceptional talent. Expert guidance for chairs, boards, and aspiring NEDs seeking trusted, independent advice.

2. Why are Non-Executive Directors important?

NEDs play a critical role in:

• Corporate governance – ensuring compliance, accountability, and transparency.

• Strategy – helping shape direction, test assumptions, and highlight risks.

• Risk management – offering external perspectives on market, financial, and reputational risks.

• Stakeholder confidence – investors, regulators, and partners value the presence of strong, independent NEDs on the board.

In short, an effective NED strengthens board performance and boosts organisational credibility.

We use a headhunting model, not just advertising. That means we:

1. Work closely with the chair and board to define the brief, skill gaps, and cultural fit.

2. Map the market, identifying individuals with the right governance experience, sector knowledge, and diversity of thought.

3. Approach candidates discreetly, often those not actively seeking roles, but who are a perfect fit.

4. Conduct rigorous due diligence and structured interviews before presenting a shortlist.

This proactive method ensures you meet candidates of the highest calibre, rather than just those applying via open adverts.

6. What is the process if we want to appoint a NED through you?

The typical process looks like this:

1. Initial consultation – we learn about your board, strategy, and the specific skills you need.

2. Role specification – a clear, compelling description of the role is prepared.

3. Search and outreach – we discreetly approach targeted candidates.

4. Shortlisting – candidates are assessed and presented for interview.

5. Selection and appointment – we support the board through interviews, referencing, and final appointment.

The process is tailored to each client, but transparency, efficiency, and professionalism underpin every step.

7. How long does the recruitment process take?

The average non-executive search takes 8–12 weeks, depending on complexity and availability. We always agree timescales at the outset and provide regular updates so you know exactly where the process stands.

8. How are Non-Executive Directors compensated?

NEDs typically receive a fixed annual fee, rather than salary, bonus, or benefits. The fee reflects the time commitment (board meetings, preparation, committee work) and the scale of responsibility.

Remuneration varies by sector, company size, and complexity, but transparency is key. We can advise on competitive fee structures to ensure you attract and retain top talent.

9. What makes NED Capital different from other firms?

• Specialist focus: we are dedicated to non-executive and board appointments, not a generalist recruitment agency.

• Discreet headhunting: we target the most relevant individuals, not just those applying publicly.

• Chair-led approach: we work closely with board chairs and governance committees to understand cultural dynamics.

• Commitment to diversity: we ensure every search delivers a balanced shortlist.

• Track record: we’ve successfully placed NEDs across multiple industries and ownership structures, from PLCs to family businesses.

12. How do I get started?

If you’re a chair or board looking to appoint a Non-Executive Director, or an individual exploring a NED career, simply contact us via our online form or call our team. We’ll arrange an initial confidential conversation to discuss your requirements.

Final Note

The role of the Non-Executive Director is evolving — from governance and compliance to strategy, risk, and innovation. At NED Capital, we are committed to helping boards build the right mix of skills and independence to thrive in an increasingly complex business environment.

If your question isn’t covered here, please get in touch. We’d be delighted to assist.

13. What skills are most in demand for Non-Executive Directors today?

Boards increasingly look for NEDs with:

• Digital and technology expertise (cybersecurity, data, AI).

• ESG and sustainability knowledge to meet stakeholder and regulatory expectations.

• International experience for businesses with global reach.

• Risk and compliance background, especially in regulated industries.

• Diversity of thought and lived experience to challenge groupthink.

While financial acumen remains a cornerstone skill, boards value directors who bring fresh, future-focused perspectives.

14. How much time does a NED role usually require?

The commitment varies depending on the size and complexity of the organisation. On average:

• Board meetings: 6–10 per year.

• Committee meetings: Audit, remuneration, or risk committees may add several sessions.

• Preparation: Reading board packs, financials, and strategy papers.

• Ad hoc involvement: Crisis management, M&A discussions, or regulatory reviews.

For most roles, a NED can expect to dedicate 20–40 days per year. Some organisations may require more, particularly during periods of change or growth.

15. Do you work internationally?

Yes. While we are headquartered in the UK, many of our searches have an international dimension. We regularly identify and approach candidates with global boardroom experience, and many of our clients operate across multiple jurisdictions.

We also work with overseas organisations looking to appoint UK-based NEDs with expertise in financial services, governance, and listed markets.

16. Can a sitting executive also hold a NED position?

Yes — many executives take on one non-executive directorship alongside their executive role. This allows them to gain broader boardroom exposure, while contributing their own expertise to another organisation.

However, it’s important to ensure:

• There are no conflicts of interest.

• The executive’s primary employer approves the appointment.

• The time commitment is manageable.

For executives considering their first NED role, we can provide advice on positioning, readiness, and the right type of board appointment.

17. How confidential is the recruitment process?

Confidentiality is at the heart of our work. Both clients and candidates can expect discretion at every stage.

• For clients, this means sensitive strategic information remains private.

• For candidates, we approach individuals directly and only share details with the client once interest has been confirmed.

Our reputation is built on trust, and we handle all engagements with the utmost professionalism.

18. What are the legal responsibilities of a Non-Executive Director?

NEDs have the same legal duties as executive directors under the UK Companies Act. These include:

• Duty of care and skill – acting with the same diligence as any reasonably competent director.

• Fiduciary duty – acting in good faith and in the best interests of the company.

• Compliance – ensuring the business adheres to relevant laws, regulations, and reporting standards.

• Oversight – challenging executive decisions where necessary and ensuring proper governance is maintained.

While NEDs are not involved in daily operations, they are equally accountable for board-level decisions. This makes independence, vigilance, and integrity essential qualities.

19. How do you assess whether a candidate is the right cultural fit?

Technical skills and experience are only part of the equation. We also evaluate how candidates will integrate into the dynamics of your board. Our process includes:

• In-depth conversations with the chair and directors about board culture.

• Behavioural interviews with candidates to understand their style of challenge, collaboration, and influence.

• Referencing to gather feedback on how they have operated in other boardrooms.

A successful NED is not just knowledgeable but also capable of constructively challenging while building trust with executives and fellow directors.