What to Include in a Non-Executive Director Job Description

Most non-executive job descriptions describe the role rather than the appointment. They set out what a non-executive director does in general terms — provide independent challenge, contribute to strategy, uphold governance — which is true of every non-executive on every board and therefore tells a candidate nothing about yours.

The consequence shows up at shortlist stage. A generic brief attracts generic applications, the panel cannot distinguish between them on anything except seniority, and the appointment gets made on impression rather than fit. This piece sets out what to include instead.

Why most NED job descriptions fail

When we take a brief, the first question is always why now. Boards rarely appoint a non-executive because a seat is empty. Something has changed: an investor has arrived, an audit committee needs a qualified chair, the company is entering a market it does not understand, a founder is stepping back, or the board has recognised that nobody challenges the chief executive.

That reason is the most useful thing in the document, and it is almost always the thing that gets removed — partly because it feels too specific to publish, partly because boards are wary of admitting a weakness in writing.

The fix is to describe the gap in terms of capability rather than deficiency. “The board is preparing for a first institutional funding round and needs a director who has been through that process from the company side” says everything a candidate needs without conceding anything you would not say in an interview.

The six sections

Section	What it must state
Purpose of the appointment	Why now, and what the board expects to be better as a result
Time commitment	Days per year, meeting count, preparation and site visits
Term and independence	Initial term, renewal basis, whether the role must be independent
Committee responsibilities	Which committees, membership or chair, and any qualifications required
Duties and liabilities	Statutory duties, insurance cover, indemnity position
Fee	Annual fee, any committee supplement, expenses policy

Time commitment is the one boards understate. Six board meetings a year is not the commitment; it is the visible part of it. Add preparation, committee meetings, the annual strategy session, site visits, shareholder contact and the calls that arrive when something goes wrong. Under Principle H of the UK Corporate Governance Code, non-executive directors should have sufficient time to meet their board responsibilities — which a candidate cannot assess against a figure that is wrong. State days, not meetings, and state them honestly.

Independence needs to be explicit. If the seat exists to satisfy a board composition requirement or to sit on the audit or remuneration committee, independence is a requirement rather than a preference, and the brief should say so and set out how it will be tested. Our page on independent non-executive director recruitment covers the assessment.

Duties and liabilities belong in the document, not the interview. Under the Companies Act 2006 a non-executive is a director in full, with the same statutory duties and the same personal exposure as any executive. Saying so plainly, alongside the directors’ and officers’ insurance position, filters out candidates treating the role as an honorific and reassures the serious ones that the board understands what it is asking.

What the Code expects you to cover

For premium-listed companies several Code provisions bear directly on the content of the brief.

Independence on appointment applies to the chair under Provision 9, and Provision 10 sets out the circumstances a board must consider when determining whether any non-executive is independent — former employment, material business relationships, additional remuneration, family ties, cross-directorships, representing a significant shareholder, and service beyond nine years. If independence matters for the seat, test the candidate against all seven and say in the brief that you will.

Provision 11 expects at least half the board, excluding the chair, to be independent non-executive directors, and Provision 12 requires one of them to serve as senior independent director. Both shape how many appointments you actually need, not just this one.

The Code also expects the terms and conditions of non-executive appointments to be available for inspection, and open advertising or an external search consultancy to be used for these appointments. Both are worth knowing before you draft, because they affect what the document eventually becomes.

The person specification

Separate what the appointment requires from what it prefers, and keep the required list short. Three genuine requirements produce a better search than eleven aspirations.

Technical. Where a committee role is involved, be specific. An audit committee chair in a listed company needs recent and relevant financial experience, and the brief should say what would satisfy that test. See our audit committee chair and remuneration committee chair pages.

Sector and situational. Decide which matters more. A board deep in its own sector usually gains more from outside perspective; a board entering a regulated or technically complex market normally needs someone who knows the terrain. Stating the preference prevents a shortlist that splits the difference and satisfies nobody.

Behavioural. The hardest to write and the most predictive. Rather than “strong communicator”, describe what the board needs to happen: someone who will raise an uncomfortable issue in the meeting rather than privately with the chair afterwards. That phrasing tells candidates what the culture is and gives the panel something to interview against.

What to leave out

Anything that describes the generic role. A candidate at this level knows what a non-executive director does, and half a page explaining it signals a board that has not thought about its own requirement.

Executive language, too. Non-executives do not have objectives, KPIs or line management responsibility, and a brief written in those terms suggests the board has not distinguished the roles — which is exactly the confusion a good non-executive is there to prevent.

And do not specify a background when you mean a capability. “Former FTSE 250 chief executive” excludes the divisional managing director who has actually run the situation you are facing. Describe what you need done; let the search find who can do it.

Job description or letter of appointment?

They are different documents and boards frequently conflate them.

The role description is a recruitment document: purpose, requirements, time, fee, process. It exists to attract and filter candidates.

The letter of appointment is the contractual one, issued to the successful candidate. It covers the term and notice, the time commitment as an obligation, confidentiality, conflicts and disclosure, independence, insurance and indemnity, access to independent advice at the company’s expense, and what happens on a change of control.

The two should agree. Where the brief promises fifteen days and the letter specifies twenty-five, the relationship starts with a disagreement, and it is usually discovered at the first busy quarter.

Regulated firms and other variations

In FCA-authorised firms the brief needs to state whether the role is a senior management function requiring regulatory approval — the chair holds SMF9, risk and audit committee chairs SMF10 and SMF11, the senior independent director SMF14 — and what that means for timing, since approval is required before the individual performs the role. A statement of responsibilities will follow the appointment. Our FCA-regulated board governance and SMF9 chair pages set this out, and the Senior Managers and Certification Regime covers the framework.

In private equity portfolio companies, the brief should be explicit about whether the seat is an independent appointment or a sponsor nomination, because the two attract different candidates and carry different expectations about reporting. See NEDs for private equity boards.

For charities and not-for-profits, trustee duties differ from company directors’ duties and most roles are unremunerated, which changes both the document and the candidate pool. See trustee recruitment.

A working outline

The structure we use on searches, in order: the organisation in three paragraphs, including where it is heading; the purpose of the appointment and what the board expects to improve; the role and any committee responsibilities; the person specification split into required and preferred; time commitment in days; term, renewal and independence; fee and expenses; statutory duties, insurance and indemnity; and the appointment process with indicative dates.

Two to three pages. Longer than that and the specificity is usually being replaced by generic description.

On fees, benchmark before you publish rather than after a candidate declines. Our NED and chair fee benchmarks set out current UK ranges by organisation type and committee responsibility, and the FRC’s guidance on board effectiveness is a useful reference on role definition more broadly.

Frequently asked questions

Do non-executive directors have a job description?

Most boards produce a role description for recruitment and a letter of appointment for the successful candidate. The first attracts and filters; the second sets the terms. They should be consistent with each other.

What time commitment should a NED job description state?

Days per year rather than meeting count, including preparation, committee work and the strategy session. Most standard non-executive roles fall between fifteen and twenty-five days; chair and committee chair roles considerably more.

Should the fee be included?

Yes. Withholding it wastes everybody’s time, and candidates at this level assume the worst when it is absent. State the fee and any committee supplement.

How long should a NED job description be?

Two to three pages. If it runs longer, the extra length is usually generic description of what non-executive directors do, which adds nothing for candidates at this level.

Should it state that the role must be independent?

If independence is required for board composition or committee membership, yes, explicitly, along with how it will be assessed. Otherwise candidates who cannot meet the test will apply and be rejected late.

Who should write it?

The chair, with the company secretary on the governance content. Where the chair role itself is being recruited, the senior independent director leads, since a chair should not define their own successor’s brief.