The Rise of Hybrid Board Roles: Part NED, Part Consultant

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

The working lives of experienced business leaders have become far more fluid, and the board world has followed. Alongside the growth of fractional and portfolio careers, a particular kind of blended role has emerged: part non-executive director, part consultant or adviser. It is an appealing idea — and a genuinely useful one in the right form — but it carries a governance consideration that is too often glossed over, and getting it right matters both to the individual and to the board. This article looks at what these roles are, why they are rising, the independence boundary that defines them, and how to make them work well.

What These Hybrid Roles Are — and Why They Are Rising

The hybrid role in question is not simply a board with a diverse mix of skills; it is a single individual who provides both board-level contribution and hands-on advisory or consulting work — sitting in governance discussions on one hand, and rolling up their sleeves to advise on strategy, finance or a specific project on the other. Its rise is easy to understand. Smaller and growing companies in particular often want senior, experienced input but cannot justify, or afford, a full complement of separate appointments; a single person who can both help steer at board level and dig into the detail is an attractive, efficient proposition. Experienced executives, for their part, increasingly prefer portfolio working — a mix of engagements rather than one full-time seat — and blended roles fit that pattern neatly. The broader move towards fractional and flexible senior talent, explored in fractional executive vs NED: which does your business need, has made these arrangements more common and more accepted. None of that is a problem in itself. The value is real, and for many growing companies a blended relationship is a sensible way to access experience. The problem — or rather, the thing to get right — arises only when the “NED” part of the hybrid is assumed to be an independent non-executive role while the “consultant” part is also in play at the same company. That is where the governance line sits.

The Independence Line You Cannot Blur

Here is the point that a great deal of enthusiastic commentary about hybrid roles skips over, and it is the most important thing an adviser should tell you: you cannot be an independent non-executive director of a company and a paid consultant to that same company at the same time. The UK Corporate Governance Code sets out the circumstances that are likely to impair, or could appear to impair, a director’s independence, and two of them apply squarely here. The first is receiving additional remuneration beyond the non-executive fee; a consultant is, by definition, paid for their advisory work, which is exactly the kind of extra payment the Code flags. The second is having a material business relationship with the company; a consulting engagement is precisely such a relationship. A person wearing both hats at one company therefore fails the independence test not once but twice. This matters because independence is not a nice-to-have detail of the non-executive role — it is the entire basis of its value. A non-executive earns their place by being able to challenge management objectively, free of any interest that might soften that challenge; someone who is also being paid by the company for consulting has an obvious interest in keeping that relationship comfortable, which is the very thing independence is meant to prevent. This does not mean such a person cannot sit on the board at all; it means they cannot be counted as an independent non-executive director. They would be an affiliated or non-independent director — still a director, with the same duties and liabilities, but not filling the independent seat the board may believe it has filled. The distinction between independent and affiliated directors, and why it matters so much, is set out in the difference between an independent and an affiliated director. For a board that needs genuine independent challenge — and for any company subject to the Code, which expects a significant proportion of the board to be independent non-executives — blurring this line is not a clever efficiency; it is a governance weakness waiting to be exposed.

Making Blended Careers Work Without Compromising Governance

None of this is a reason to dismiss blended roles — it is a reason to structure them honestly, and there are several ways to do exactly that. The cleanest is to keep the two roles at different companies: be an independent non-executive at one organisation and a consultant to another, so that at any given board the hat you wear is unambiguous. A portfolio built this way can genuinely combine board work and advisory work without ever compromising independence, which is how many experienced professionals run successful blended careers. A second route is to be clear from the outset that a particular board role is not an independent one. If the arrangement is that you both advise and sit on the board of the same company, everyone should name that honestly: you are an affiliated director or an adviser to the board, not its independent non-executive, and the board should not represent you as filling an independent seat. There is nothing wrong with such a role provided it is described accurately. A third option, often the right one where the relationship is genuinely advisory, is the advisory board rather than the main board: an advisory board member has no fiduciary duties, no vote and no formal directorship, so the independence question does not arise in the same way, and the role can freely combine guidance with paid input. The distinctions between these positions are drawn out in NED vs trustee vs advisory board member and in advisory board vs board of directors: where do NEDs fit. Underlying all three is the same principle: the value of a blended career is real, but it depends on clarity about which role is being performed, for whom, and on what basis. Handled with that clarity, part-NED, part-consultant working is a legitimate and often valuable modern arrangement. Handled carelessly, it quietly undermines the independence a board is relying on. At NED Capital we help boards and candidates structure these relationships properly, and every search is led personally by Adrian Lawrence FCA, a Fellow of the ICAEW and former listed-company finance director. This article is general guidance, not legal advice; specific arrangements should be checked against the company’s own governance requirements and, where relevant, professional advice.

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.