Non-Executive Director Job Description

Non-Executive Director Job Description

A Non-Executive Director (NED) is a member of a company’s board of directors who does not have day-to-day operational responsibilities within the organization. NEDs play a crucial role in providing independent oversight, strategic guidance, and accountability to the company’s management team and shareholders. Their primary focus is on governance, strategy, and risk management. Below is a typical job description for a Non-Executive Director:

Job Title: Non-Executive Director (NED)

Role Overview: A Non-Executive Director (NED) is an independent and objective member of the board of directors who contributes to the strategic direction and governance of the organization. The NED’s role is to provide insight, expertise, and oversight without participating in the day-to-day operations.

Key Responsibilities:

  1. Strategic Guidance: Collaborate with the executive team and fellow board members to develop and review the company’s strategic goals, plans, and initiatives.
  2. Governance: Ensure that the company complies with all applicable laws, regulations, and corporate governance standards. Review and approve important corporate policies and procedures.
  3. Risk Management: Assess and monitor the company’s risk profile, including financial, operational, legal, and reputational risks. Provide input on risk mitigation strategies.
  4. Financial Oversight: Review and analyze financial statements, budgets, and key performance indicators to assess the company’s financial health and performance.
  5. Appointment and Succession Planning: Participate in the selection and appointment of senior executives, including the CEO. Contribute to succession planning for key leadership roles.
  6. Performance Evaluation: Participate in the evaluation of the board’s performance, as well as the performance of individual directors and the executive team.
  7. Stakeholder Relations: Engage with shareholders, investors, and other stakeholders to address concerns and communicate the company’s strategic direction and performance.
  8. Ethical and Responsible Conduct: Promote ethical behavior and corporate social responsibility within the organization. Uphold the highest standards of integrity and transparency.
  9. Conflict of Interest: Disclose any potential conflicts of interest and abstain from voting on matters where a conflict may exist.
  10. Continuing Education: Stay informed about industry trends, regulatory changes, and best practices in corporate governance through ongoing education and training.


  • Proven experience as a Non-Executive Director or in a similar governance role.
  • Strong understanding of business operations, finance, and corporate strategy.
  • Excellent communication, interpersonal, and leadership skills.
  • High ethical standards and a commitment to corporate governance principles.
  • Ability to work collaboratively with other board members and senior executives.
  • Sound judgment and the ability to provide independent, objective advice.

Time Commitment:

The time commitment for a Non-Executive Director can vary depending on the company’s needs, but typically involves attending board meetings (usually quarterly) and dedicating additional time for committee work, strategy discussions, and stakeholder engagement. The role may require anywhere from a few days to several weeks of commitment annually.

Note: The specific responsibilities and qualifications for a Non-Executive Director may vary depending on the industry, company size, and corporate governance structure. It is essential to review the company’s bylaws and governance guidelines for a more precise understanding of the NED’s role within a particular organization.