- Non-executive director
A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board who also serve or previously served as executive managers of the company (most often as corporate officers).
- Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy.
- Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring, and where necessary removing, senior management and in succession planning.
- Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
- People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.
NEDs should also provide independent views on:
- Standards of conduct
Non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.
- ^ Higgs, Derek (2003-01-20). "Review of the role and effectiveness of non-executive directors" (PDF). http://www.dti.gov.uk/files/file23012.pdf. Retrieved 20 October 2007.
- ^ DTI "The Higgs Review summary page". http://www.dti.gov.uk/bbf/corp-governance/higgs-tyson/page23342.html DTI. Retrieved 20 October 2007.
- Merson, Rupert (2003). Non-Executive Directors. Profile Books Ltd. ISBN 1-86197-499-X.
- Agency cost
- Chair (official)
- Corporate title
- Executive director
- Board of directors
- Managing director
- Financial Times - Non Executive directors' club
- CIPD non-executive directors' resource
- ITNEA, an Association for non executive directors and chairmen
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Look at other dictionaries:
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