The Problem with Token NED Appointments

By Adrian Lawrence FCA, founder of NED Capital · Part of the Board Governance Hub

Boards are under more scrutiny than ever over who sits on them, and rightly so. But scrutiny creates a temptation: to respond to pressure for a broader board with an appointment that looks right rather than one that is right. That is tokenism, and it serves no one — least of all the cause of genuine diversity it pretends to advance. This article looks at what tokenism actually is, why it fails everyone involved, and what appointing properly requires instead.

What Tokenism Actually Is — and Why It Is the Enemy of Real Diversity

The essential thing to grasp is the difference between a genuine appointment and a token one, because the two can look superficially similar and are in fact opposites. A genuine appointment — of anyone, from any background — is made because the person brings capability the board needs and will be given a real part in the board’s work. A token appointment is made chiefly for its appearance: to satisfy a diversity target, to answer investor or public pressure, or to project an image of progressiveness, with the person’s actual contribution treated as secondary or an afterthought. The tell is not who is appointed but why and to what end: is this person here to do the job of a non-executive, or to be seen? It is worth being fair about how boards end up here, because tokenism is more often a failure of execution than of intent. Real and legitimate pressure for broader boards, the demands of diversity reporting, and genuine good intentions poorly carried through can all lead a board to reach for the appointment that looks right under time pressure rather than doing the harder work of finding and properly integrating the one that is right. Understandable as those pressures are, they do not make the result any less damaging. And the damage falls hardest on the very cause tokenism claims to serve. Genuine diversity works because it brings capable people with different perspectives into real positions of influence, strengthening the board’s judgment and widening the range of challenge it can muster. Tokenism delivers none of that; it delivers the appearance without the substance, and by doing so it undermines the genuine case rather than advancing it. That is why a serious commitment to diversity and a firm rejection of tokenism are not in tension — they are the same position.

Why Token Appointments Fail Everyone

A token appointment is not a harmless bit of window-dressing; it does real damage on three fronts at once. The first casualty is the board’s governance. The purpose of a non-executive is to provide genuine independent oversight and challenge — to strengthen the board’s judgment by adding a capable, independent voice. A token appointee, chosen for appearance rather than contribution, cannot do that, either because they were not selected for the capability the role requires or because the board never intended to give their voice real weight. Either way, a seat that should hold genuine oversight instead holds a decoration, and the board is weaker for it — a governance loss dressed up as a governance improvement. The connection between hollow appointments and weakened oversight runs directly to the pattern described in why governance failures often start with weak NED oversight. The second casualty is the individual appointed. Being brought onto a board as a symbol rather than a contributor is an unenviable position: highly visible, but with little real influence; present in the room, but not genuinely heard; and set up, through no fault of their own, to be marginalised or to be judged to have failed at a role they were never truly enabled to perform. That is unfair to a capable person and corrosive of their standing. The third casualty, as already noted, is the cause of diversity itself. When appointments are seen to be cosmetic, they breed cynicism — among employees who sense the gap between the message and the reality, and among the outside observers whose trust the exercise was meant to win. Tokenism detected is worse than no gesture at all, because it teaches people to view genuine diversity efforts as public relations. Every hollow appointment makes the next real one harder to believe in.

The Fix: Capability, a Real Role and Real Support

If tokenism is the problem, the answer is emphatically not to retreat from diversity — it is to pursue it properly, which means appointing in a way that makes the token version impossible. Three things matter. The first is to anchor every appointment in genuine capability against a real need. A board that knows precisely what skills, experience and perspectives it lacks can appoint against that gap on merit — and a candidate from an under-represented background appointed because they genuinely fill it is, by definition, not a token but a valuable director who also happens to broaden the board. The discipline that makes this possible is the skills-based approach set out in how to conduct a board skills audit before hiring a NED, which forces appointments to be justified by capability rather than optics. The second is to give the appointment a real role. A capable person appointed to a genuine seat, included in the substance of the board’s work, listened to and expected to challenge, is the opposite of a token — and it is largely within the board’s and the chair’s gift to ensure that happens rather than allowing a new voice to be quietly sidelined. The third is to widen the search itself rather than the criteria: reaching genuinely capable candidates from a broader range of backgrounds is a question of looking harder and further, not of lowering the bar, an approach explored in how to make NED recruitment truly inclusive beyond gender quotas. This is the same principle that applies to appointing younger non-executives — judged on capability rather than on the box they tick — discussed in young professionals as NEDs: breaking conventional wisdom. Done this way, the false choice between diversity and effectiveness disappears: the board appoints the most capable person for a genuine need, widens its field to find them, and gives them a real role — and the result is both more diverse and more effective, with not a token in sight. At NED Capital that is exactly how we search, and every appointment is led personally by Adrian Lawrence FCA, a Fellow of the ICAEW and former listed-company finance director.

NED Capital | Sister practice of FD Capital | ICAEW practising certificate held by Adrian Lawrence FCA.

Adrian Lawrence

Adrian Lawrence FCA is the founder of NED Capital and a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) and holds an ICAEW practising certificate in his own name. He holds a BSc from Queen Mary College, University of London, and has over 25 years of experience working with boards, investors and business owners across the UK. He founded NED Capital to connect businesses with the independent Non-Executive Directors they need to provide challenge, governance and strategic oversight — and personally leads candidate assessments for board-level appointments.