NED Capital Knowledge Centre
Practical guides to board governance, non-executive director appointments, directors’ legal duties, compensation benchmarking and board succession — written by Adrian Lawrence FCA, Founder of NED Capital.
For FCA and PRA-regulated firm board governance — SMCR, INED appointments and SMF designations — see the FCA Regulated Board Governance hub.
Governance Foundations
The fundamental frameworks, principles and legal duties that underpin effective board governance — for directors, board chairs, company secretaries and anyone considering a first board appointment.
Foundation
The complete guide to corporate governance — its origin in the agency problem, the UK governance codes (FRC, QCA, AIC), board accountability, shareholder rights and how governance applies across company types. 3,187 words.
Legal Duties
Directors’ Duties — Companies Act 2006
All seven directors’ duties under Sections 171–177 explained with specific implications for non-executive directors — including how duties shift in financial distress and what personal liability means in practice. 2,281 words.
Board Structure
Board Structure, Composition & Independence
How UK company boards are constituted, what the governance codes require on composition ratios, how independence is assessed under the FRC Code’s six tests and the committee structure for listed and private companies. 2,423 words.
Board Practice
What happens in board meetings, how they should be run, what makes a board meeting effective versus a management reporting session and what the FRC Code requires of board meeting governance. 2,677 words.
Board Tools
What a board skills matrix is, fourteen specific skills categories with template definitions, how to score the matrix and how to use it for succession planning — with common failure modes. 2,200 words.
Sustainability
What Is ESG and Why It Matters
A board-level guide to environmental, social and governance criteria — UK regulatory requirements, TCFD, the board’s ESG governance responsibilities, institutional investor engagement and an honest treatment of the ESG debate. 2,498 words.
Board Roles & Appointments
Understanding who does what on a company board — the chair, the CEO, the NED, the SID and the executive director — and the governance distinctions between them.
NED Explained
What Is a Non-Executive Director & Why Hire One?
What a NED does, what they don’t do, the types of NED appointment, the business case for hiring a NED, when to make the first appointment and the most common mistakes. 2,524 words.
Comparison
Executive vs Non-Executive Director
A definitive comparison covering employment status, time commitment, independence, remuneration, tax treatment, committee membership, legal duties and the mindset shift required to move from executive to governance. 2,480 words.
The Chair
What Does a Company Chairman Do?
The chair’s legal position, board leadership function, CEO relationship governance, nomination committee role, shareholder engagement, board evaluation leadership, CEO succession oversight and what distinguishes effective chairs. 2,405 words.
Chair vs CEO
CEO vs Chairman — Who Really Holds the Power?
An editorial analysis of where authority actually sits between the CEO and the chair, why the FRC Code separates the roles and what happens to governance when the separation breaks down. 2,049 words.
The SID
What Is a Senior Independent Director?
The SID’s four core governance functions, the difference between the SID and the chair, the FRC Code requirements, when to appoint a SID and what the role demands in practice — including in governance crises and chair succession. 2,565 words.
NED Career
How to Become a Non-Executive Director
What experience NED candidates need to develop, the training programmes available (IoD Certificate, FT NED Diploma, Board Intelligence), how NED appointments are actually made, positioning for a first appointment and realistic timelines. 2,270 words.
Compensation, Succession & Board Effectiveness
The practical governance management guides — how NEDs are paid, how boards plan for succession and how board effectiveness is assessed and improved.
Compensation
Current market fee benchmarks across FTSE 100, FTSE 250, AIM, PE-backed and private companies — including committee chair supplements, equity components and the specific tax and NI treatment of NED fees. Six reference tables. 2,306 words.
Succession
The FRC Code on tenure and succession, the board skills matrix, tenure mapping, chair succession governance, managing the handover and emergency succession — with the annual nomination committee planning cycle. 2,738 words.
Effectiveness
Board Evaluations & Board Reviews
What a board effectiveness evaluation covers, the FRC Code’s triennial external evaluation requirement for FTSE 350, the evaluation process, meeting quality, chair effectiveness and how findings translate into governance improvement. 2,042 words.
FCA & Regulated Firm Governance
SMCR, INED appointments and the specific governance framework for FCA and PRA-regulated financial services boards — covered in a dedicated hub with individual pages for each SMF designation.
FCA Regulated Board Governance Hub →
All six NED-tier SMF designations (SMF9 chair, SMF10 risk committee, SMF11 audit committee, SMF12 remuneration, SMF13 nominations, SMF14 SID), regulated firm type pages, the SMCR fit and proper framework, Form A process and the three-brand group coverage of the full SMCR ecosystem.
NED Capital Recruitment Services
These guides are produced by NED Capital as part of our commitment to board governance education. For NED recruitment, board composition reviews, board evaluations or FCA INED appointments, call 0203 137 2496 or email recruitment@nedcapital.co.uk. Adrian Lawrence FCA leads every mandate personally.
NED Capital | Sister practice of FD Capital | ICAEW practising certificate held by Adrian Lawrence FCA | 167–169 Great Portland Street, London
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