Listed Companies (FTSE 100, FTSE 250, AIM) Non-Executive Director Recruitment

NED Recruitment for Listed Companies

A listed company board works in public. Its composition is disclosed, its independence is judged by investors and proxy advisers, its directors stand for election by shareholders, and its governance is reported against a published code. Every non-executive appointment therefore has to satisfy the nomination committee, the company’s own strategic needs and the expectations of the market at the same time.

NED Capital recruits independent non-executive directors, chairs, senior independent directors and committee chairs for companies listed on the London Stock Exchange’s Main Market, from FTSE 100 and FTSE 250 constituents to smaller listed businesses, and for companies quoted on AIM. We also recruit for listed funds through our dedicated investment trust board appointments service.

Searches are run by our senior search team under founder Adrian Lawrence FCA, a Fellow of the ICAEW and a former listed-company finance director, so we understand the disclosure, audit and governance pressures a listed board operates under from the inside.

The Governance Framework for Listed Boards

The UK Corporate Governance Code 2024

Companies with equity shares in the commercial companies category of the FCA’s listing regime report against the UK Corporate Governance Code on a comply-or-explain basis. The 2024 edition applies to financial years beginning on or after 1 January 2025. Its main new requirement, Provision 29, applies to financial years beginning on or after 1 January 2026. It asks boards to declare whether their material internal controls have operated effectively, which puts new weight on the audit committee and on directors with strong financial and risk experience.

The Code shapes almost every listed NED appointment. It expects at least half the board, excluding the chair, to be independent non-executive directors. It sets out circumstances that are likely to impair independence, such as a recent employment or material business relationship with the company, close family ties or serving on the board for more than nine years from first appointment. It requires a separate chair and chief executive, with the chair independent on appointment. And it sets requirements for the audit, remuneration and nomination committees. Our guide to how the UK Corporate Governance Code affects NEDs covers the detail.

The UK Listing Rules reforms of 2024

In July 2024 the FCA replaced the old premium and standard listing segments with a simplified regime under the UK Listing Rules, with a single category for equity shares in commercial companies. The reforms changed some continuing obligations, including rules on significant transactions and related party transactions, which affects the work of independent directors on transaction and conflicts oversight. The UK Listing Rules also require companies to report on board diversity against set targets on a comply-or-explain basis.

The QCA Code for AIM companies

AIM companies must state which recognised corporate governance code they apply, and most choose the QCA Corporate Governance Code. The 2023 edition strengthened expectations on board independence, director time commitment and remuneration disclosure while keeping a proportionate approach for growing companies. For many AIM boards, appointing the right independent non-executives is the single most visible way to show investors that governance is keeping pace with growth.

Diversity expectations

Board diversity is disclosed and scrutinised. The FTSE Women Leaders Review works towards a target of 40% women on FTSE 350 boards, and the Parker Review recommends that each FTSE 100 and FTSE 250 board has at least one director from an ethnic minority background. We build these expectations into the brief and the shortlist without compromising on the skills the board needs. Our board diversity and governance reviews can help boards plan ahead.

The Roles We Recruit for Listed Boards

Independent non-executive directors. Directors who bring sector, functional or international experience the board lacks, and who meet the Code’s independence criteria. See our independent NED recruitment page.

Chairs. Listed chairs lead the board, manage the relationship with major shareholders and must be independent on appointment. See our non-executive chair recruitment service.

Audit committee chairs. The Code expects at least one member of the audit committee to have recent and relevant financial experience, and the new Provision 29 declaration makes the role more demanding. See audit committee chair recruitment.

Remuneration committee chairs. The Code expects a new remuneration committee chair to have served on a remuneration committee for at least 12 months. See remuneration committee chair recruitment.

Senior independent directors. The SID supports the chair, leads the chair’s appraisal and acts as a channel for shareholders. See our guide on how to appoint a senior independent director.

Directors for companies approaching listing. Companies planning an IPO need a Code-compliant board before admission, often recruited in a compressed timetable. See board construction for pre-IPO companies.

What Makes Listed NED Searches Different

Independence is tested publicly. A candidate who looks independent to the board may not look independent to investors. We check past roles, advisory relationships, shareholdings and family links against the Code’s criteria before a candidate reaches the shortlist.

Time commitment is scrutinised. Investors and proxy advisers look closely at how many boards a director sits on, particularly chairs. We discuss existing commitments openly at the first conversation.

Tenure and succession need planning. Directors approaching nine years on the board, committee chairs who need successors with the right experience, and a chair succession all require planning well ahead of the AGM cycle. Our NED succession planning service helps nomination committees stay ahead.

The nomination committee leads. Listed appointments are run through the nomination committee, which must be able to explain its process in the annual report. We provide a documented, defensible process. See how a nomination committee chooses new directors.

Confidentiality matters. Board changes at listed companies can be price-sensitive. We run searches discreetly and agree the communication plan with the company secretary and advisers.

How We Run a Listed Company NED Search

1. Brief with the nomination committee. We agree the skills and experience the board needs, informed by the board skills matrix, the latest board evaluation and the committee structure.

2. Research and direct approach. We map serving listed-company directors, senior executives and specialists, most of whom are not on the market, and approach them in confidence.

3. Assessment. Interviews test governance judgement, sector knowledge and committee capability, alongside independence, time commitment and potential conflicts.

4. Shortlist and appointment. We present a shortlist you can compare like for like, support interviews and referencing, and help with the letter of appointment and announcement timing. Our NED salary guide explains typical fee structures.

We work in line with the voluntary code of conduct for executive search firms. NED Capital is one of five specialist firms in the FD Capital Group, alongside FD Capital, Exec Capital, Accountancy Capital and SMF Capital, and our candidate network of listed-company executives and directors is shared across all five.

Frequently Asked Questions

How many independent directors does a listed company need?
Under the UK Corporate Governance Code, at least half the board, excluding the chair, should be independent non-executive directors. Companies below the FTSE 350 have some lighter expectations, including smaller minimum committee sizes. AIM companies following the QCA Code are expected to have enough independent non-executives to provide effective challenge for their size and stage, and the 2023 edition strengthened those expectations.

Can a NED stay independent after nine years?
Serving more than nine years is one of the circumstances the Code says is likely to impair independence. A board can still conclude that a director is independent, but it must explain why, and investors will scrutinise the explanation.

What is the Provision 29 internal controls declaration?
From financial years beginning on or after 1 January 2026, boards of companies applying the 2024 Code must declare whether their material internal controls operated effectively, and explain any that did not. It raises the bar for audit committee chairs and finance-experienced NEDs.

Do you recruit for AIM companies?
Yes. Many AIM boards appoint independent directors as they grow, and the QCA Code expects a board with enough independent challenge for the company’s size and stage.

Do you handle confidential or price-sensitive searches?
Yes. We run listed searches discreetly, limit who knows about the process and agree announcement timing with the company and its advisers.