Non Execs

Exec Capital recruits Non-Executive Directors for UK boards across every sector, ownership structure and governance framework. We source NEDs for private companies, PE-backed businesses, AIM-quoted and FTSE-listed organisations, charities and regulated financial services firms — placing candidates with the functional expertise, sector experience and independence of judgement that effective non-executive oversight requires. Our NED practice operates alongside our sister site NED Capital, which specialises exclusively in non-executive and board-level appointments.

The UK Corporate Governance Code sets clear expectations for the composition, independence and effectiveness of boards — including specific requirements for the proportion of independent non-executive directors, the role of board committees, and the process for senior appointments. The Institute of Directors’ guidance on the NED role identifies strategic input, independent challenge, board oversight and risk governance as the four core functions of an effective non-executive director.

NED Recruitment Services

Exec Capital’s NED practice covers board appointments across all ownership types and governance structures. Our dedicated NED platform, NED Capital, provides deeper specialist resource for complex board mandates.

How NED Recruitment Works

A non-executive search is different from an executive one. The candidates are usually already senior, often already sitting on other boards, and rarely looking. The process has to answer two questions at once: does this person add something the board does not already have, and will they work well with the chair, the other non-executives and the executive team? Our process is built around those two questions.

Hiring for the first time? Our guide on how to hire a non-executive director walks through the brief, the letter of appointment and the induction in more detail, and our non-executive director job description is a useful starting template for the role specification.

NED Recruitment for Listed Companies

Listed company boards operate under the most demanding governance requirements of any UK entity. The UK Corporate Governance Code requires that at least half the board (excluding the Chair) of a company within its scope comprises independent non-executive directors. Since the UK Listing Rules came into force in July 2024, the Code applies to companies listed in the equity shares (commercial companies) category and the closed-ended investment funds category, which together replaced the old premium segment. The Code also requires formal board evaluation processes, clear succession planning and transparent remuneration governance — all of which depend on NEDs with the experience and independence to fulfil these roles credibly.

For AIM-quoted companies, AIM Rule 26 requires each company to state which recognised governance code it applies, and many choose the QCA Corporate Governance Code — the 2023 edition applies to financial years beginning on or after 1 April 2024 and sets out principles for board composition and independence that, while lighter-touch than the main Code, still require a credible non-executive presence with appropriate sector and functional expertise.

The brief changes with the size of the company. A FTSE 100 NED is usually joining a large board with established committees, an experienced company secretariat and heavy investor scrutiny, so the search centres on international experience, committee leadership and a record of handling shareholder engagement. A FTSE 250 NED often has to do more with less: smaller boards mean each director covers more ground, and many FTSE 250 companies are mid-transformation, after a merger or preparing for a move up the index. On AIM, boards are smaller again, often with founders still in executive roles, and the first independent NED may be the person who turns an entrepreneurial board into a governed one. Our AIM market NED recruitment and listed companies NED recruitment pages go into each market in more detail.

What the Code asks of non-executive directors

The 2024 version of the UK Corporate Governance Code applies to financial years beginning on or after 1 January 2025. Most of its board provisions carried over from the previous Code, and they shape almost every listed NED brief we take:

• Independence. At least half the board, excluding the chair, should be independent non-executives. The Code lists circumstances that may impair independence, including having served on the board for more than nine years from first appointment, a material business relationship with the company in the last three years, or close links with a significant shareholder.
• Senior independent director. The board should appoint one of the independent NEDs as SID, to act as a sounding board for the chair and an intermediary for other directors and shareholders. Our senior independent director recruitment practice handles these appointments specifically.
• Committees. The audit and remuneration committees should be made up of independent NEDs (with a smaller minimum for companies below the FTSE 350), and the nomination committee should have a majority of independent NEDs. At least one audit committee member should have recent and relevant financial experience, and a remuneration committee chair should normally have served on a remuneration committee for at least 12 months.
• Time and commitments. Directors should not take on significant additional appointments without prior board approval, and the board should be satisfied that each director has enough time to do the job.
• Internal controls (Provision 29). The one material new provision in the 2024 Code requires the board to monitor the company’s risk management and internal control framework and to make a declaration on the effectiveness of material controls in the annual report. Provision 29 applies to financial years beginning on or after 1 January 2026, so audit committee chairs and NEDs with a finance, risk or controls background are in particular demand.

For a wider view of how the reforms affect boards, see our briefing on what every NED should know about UK corporate governance reform. Listed boards also report against comply-or-explain diversity targets introduced by the FCA in PS22/3 (at least 40% women on the board, at least one senior board position held by a woman and at least one director from a minority ethnic background), which shapes many nomination committee briefs.

NED Recruitment for PE and Venture Capital Backed Businesses

Private equity and venture capital-backed businesses have specific non-executive requirements distinct from both public company and owner-managed private business boards. The Walker Guidelines, overseen by the Private Equity Reporting Group and supported by UK Private Capital (formerly the BVCA), apply to larger UK PE-backed businesses and set expectations for transparency and disclosure, including how the board is made up and governed. Independent NEDs in PE-backed businesses typically provide external commercial perspective and challenge alongside the investor-nominated directors, requiring individuals with credibility at senior level with both management teams and institutional shareholders.

In a buyout, the independent chair or NED is often appointed alongside the deal or in the first months of ownership, and the brief is tied to the investment plan: a sector operator who has scaled a similar business, a chair who has taken companies through exit, or an audit chair to bring reporting up to the standard lenders and the next buyer will expect. Our PE NED hiring guide covers how investors typically frame those briefs. In venture-backed companies, the first independent director is usually appointed around a Series A or B round, when the board moves from founders and investor directors to something closer to a governance body. Our VC-backed NED recruitment page sets out what founders and investors usually want from that first independent seat.

Sector-Specific NED Recruitment

Effective NEDs bring sector experience that allows them to ask the right questions, understand the risks and challenge management credibly. Exec Capital’s sector-specific NED practices recruit candidates with deep industry knowledge rather than generalist board experience alone.

Sector depth matters most where the board is accountable for risks that generalists struggle to read. In healthcare and life sciences NED searches, that usually means clinical governance, regulatory pathways and the economics of reimbursement. On technology boards, it means product, data, cyber resilience and the use of AI. In family-owned businesses and family offices, it often means someone who can bridge the family and professional management; our family office NED recruitment team handles those appointments.

NEDs, Chairs and Committee Chairs at FCA-Regulated Firms

Board appointments at FCA-regulated firms carry an extra layer: some non-executive roles are Senior Manager Functions under the Senior Managers and Certification Regime (SMCR), and the person must be approved by, or notified to, the regulator before they can take up the role. Which functions apply depends on the firm’s SMCR category:

• SMF9 Chair applies at Core and Enhanced firms and stays subject to regulatory pre-approval. See our SMF9 chair hiring guide and our chair of regulated firm recruitment service.
• SMF10 to SMF14 (Chair of the Risk Committee, Chair of the Audit Committee, Chair of the Remuneration Committee, Chair of the Nomination Committee and Senior Independent Director) apply only at Enhanced firms and dual-regulated banks and insurers. At a Core firm, a NED who chairs the audit committee does not hold SMF11.
• Other independent NEDs without a specific SMF are not senior managers, but they remain subject to the FCA’s Conduct Rules and must still be fit and proper.

The regime is changing. The FCA’s SMCR Phase 1 changes (PS26/6) came into force on 24 April 2026. In October 2026 the FCA and PRA published Phase 2 consultations, CP26/37 and PRA CP14/26, which propose moving SMF10 to SMF14 (along with SMF5 and SMF15) from pre-approval to notification, while the most senior roles, including the chair, stay pre-approved. The FCA consultation closes on 22 January 2027, so until final rules are published, firms should plan on the current pre-approval process.

On timing, section 61 of the Financial Services and Markets Act 2000 gives the regulator three months to decide a complete application, and the clock stops while it waits for information it has requested. The FCA’s published median for senior manager approvals in 2025/26 was about 25 days. If a chair or SMF NED leaves suddenly, the temporary cover rule in SUP 10C.3A.6R allows someone to cover, provided an application is submitted within 12 weeks (CP26/37 proposes extending this to 18 weeks). Our guide on how long FCA SMF approval takes explains the practical timetable.

Many smaller regulated firms come to us for a NED and find that the more pressing gap is executive: compliance oversight (SMF16) or the money laundering reporting officer (SMF17), both of which stay pre-approved under the Phase 2 proposals. These do not have to be full-time hires. Exec Capital places a fractional chief compliance officer, a fractional compliance officer, an interim CCO or a fractional MLRO for a set number of days a month, often alongside a new independent NED. Note that payment institutions and e-money institutions are outside SMCR: they appoint an MLRO under the Money Laundering Regulations, and the FCA assesses the people responsible for management, but not as SMFs.

What Makes an Effective Non-Executive Director

Exec Capital assesses NED candidates against four criteria that distinguish genuinely effective board members from those who provide formal governance compliance without commercial substance:

Independence of mind. Effective NEDs challenge executive decisions when the evidence warrants it — constructively, professionally, but without deference. This requires psychological confidence and enough commercial standing that the executive team respects the challenge. Rubber-stamp NEDs who defer to management in every board discussion provide governance theatre, not governance.

Relevant sector or functional depth. A NED on a fintech board who has no understanding of payments infrastructure, FCA authorisation or tech product development cannot provide meaningful oversight of the decisions management brings to the board. Sector-relevant experience is not sufficient on its own, but its absence is disqualifying in most appointments.

Time availability. The IoD’s NED guidance recommends that NEDs assess whether they have sufficient time before accepting an appointment. A NED with seven board seats who attends meetings but cannot engage meaningfully between them is worse than no NED at all — they consume board time and provide false assurance.

Network value. For private companies and PE-backed businesses in particular, the NED’s professional network — potential customers, investors, advisers, potential acquirers — can create direct commercial value alongside their governance contribution. This is not the primary criterion but it is a differentiator between candidates of otherwise comparable quality.

Every director, executive or not, owes the same statutory duties, including the duty under section 172 of the Companies Act 2006 to promote the success of the company, having regard to employees, suppliers, customers, the community and the long-term consequences of decisions. Good candidates will ask about directors’ and officers’ insurance, the indemnity in the articles, the quality of board papers and the company’s risk register before they accept. We treat those questions as a sign of a serious candidate, not a difficult one. For interview preparation, our list of NED interview questions covers what chairs typically test.

Choosing the Right Board Appointment

Clients often come to us asking for “a NED” when the board actually needs a specific role. The table below sets out the main non-executive positions and when each is the right hire.

Committee chair roles are specialist searches in their own right. See our audit and risk committee chair guide, and for board leadership our chairman recruitment service. Where a company needs advice but is not ready to take on another statutory director, board advisory may be the better fit.

Permanent NED, Interim Chair or Fractional Executive?

A NED appointment is a fixed-term board role, usually for an initial term of around three years under a letter of appointment, renewable by the board. It is not the only way to bring senior judgement into a business, and it is not always the right one. This comparison shows how the formats differ.

Other ways to hire at board level: if the vacancy is an executive director rather than an independent one, our board of directors recruitment page covers executive board appointments, and London-based boards can work with our London non-executive recruitment team.

What a New NED Typically Delivers in the First 90 Days

A non-executive director’s impact builds over the first few board cycles. In our experience, a well-chosen NED with a good induction will usually have done the following within the first three months:

• Completed a structured induction. Meetings with each executive, site visits, time with the external auditor and, at a regulated firm, the heads of compliance, risk and internal audit.
• Read the business through its numbers. Management accounts, budget, cash flow forecast, banking covenants and the last two years of board minutes.
• Reviewed the risk register. Formed a view on whether the board is looking at the right risks, and whether the controls behind them work.
• Joined the relevant committees. Understood the committee terms of reference, the annual cycle and what is due before year end.
• Agreed priorities with the chair. A short list of areas where the chair wants their particular expertise used, from an exit process to a technology programme.
• Asked the questions nobody else is asking. The first useful challenge is often the clearest sign the appointment was right.

If a board review is part of the reason for the hire, our board effectiveness review guide explains how to set expectations for a new director against the review’s findings.

NED Fees and Package Structure

Non-executive directors are usually paid a fixed annual fee rather than a salary, with additional fees for chairing a committee or acting as senior independent director. The Code says non-executive remuneration should not include share options or other performance-related elements, and the QCA Code takes a similar line, so listed company NEDs are normally paid in cash fees only. Private equity and venture-backed companies are different: an independent chair may be invited to invest alongside management or receive equity under a separate arrangement, which the board needs to consider against independence.

Fee levels depend on the size and complexity of the company, the time commitment, the committee responsibilities and the regulatory status of the role. A chair of an Enhanced FCA-regulated firm carries a very different load from an independent NED on a small private company board. We do not publish fee figures on this page; our separate guide to non-executive director fees in the UK covers benchmarking, and we discuss the right fee for your board at briefing.

Engagement and Fees

Most of our NED and chair searches are run on a retained basis, because the people a board wants are rarely applying for roles and need to be approached directly and represented accurately. Contingent arrangements can suit some lower-complexity appointments. The fee structure is agreed with you at briefing and set out in our terms before any work begins.

• Retained search covers the board brief, market mapping, direct approach, assessment, shortlist, interview support, referencing and offer management.
• Interim and fractional appointments, such as an interim chair or a fractional compliance officer, are charged on a day-rate basis, and the day rate we quote includes our fee.
• Regulated roles include support with preparing the candidate for regulatory approval or notification, working with your compliance team.

Our guide to retained versus contingent executive search explains the difference in more detail.

Who We Place NEDs With

Our NED clients range from FTSE-listed boards to owner-managed companies appointing their first independent director. Typical clients include:

• Main Market and AIM-quoted companies refreshing their board, replacing directors at the end of their tenure, or strengthening the audit, remuneration or nomination committee.
• Private equity firms appointing chairs and independent NEDs to portfolio companies, and venture-backed companies adding their first independent director.
• FCA-regulated firms, including wealth and asset managers, brokers, lenders, payments and fintech businesses and insurers, appointing chairs, SMF committee chairs and independent NEDs.
• Family-owned and owner-managed companies bringing in outside challenge ahead of a succession, investment or sale.
• Healthcare, life sciences, technology, industrial and consumer businesses that need sector expertise at board level.
• Charities, not-for-profits and membership bodies appointing trustees and board members.

We do not name clients. Every search is run by our specialist team, with Adrian Lawrence FCA overseeing each mandate, and we work from our London office at 167-169 Great Portland Street and our West Midlands office in Cannock.

Register as a Non-Executive Director Candidate

Exec Capital maintains an active network of NED candidates across all sectors — experienced executives, retired C-suite leaders and specialists who are seeking their first or additional board appointments.

The IoD’s board-level qualification programmes and the Chartered Governance Institute’s NED development courses are the widely recognised pathways for executives moving into their first NED role. Our sister practice NED Capital maintains a dedicated NED candidate network for our group.

If you are looking for a non-executive role rather than hiring, register through our candidate registration page and browse current opportunities. Our guide on how to get on a board of directors covers how to present board-ready experience.

Related Services

Chairman Recruitment | London Non-Executive Recruitment | Listed Company NED | Financial Services NED | Family Office NED

How Exec Capital Recruits Non-Executive Directors

Exec Capital NED assignments are normally conducted on a retained basis with direct search as the primary methodology. The best NED candidates — those with genuine sector depth, real board experience and strong professional networks — are not browsing job boards. They are approached directly by firms with the network to reach them and the credibility to represent the opportunity accurately.

Our process begins with a structured board brief — understanding your company’s governance requirements, the specific expertise gaps the NED needs to fill, committee responsibilities (Audit, Remuneration, Risk, Nomination), and the time commitment the role genuinely requires. We then conduct market mapping, direct approach and structured assessment before presenting a shortlist with a detailed brief on each candidate.

Our article on retained search vs contingency search explains in detail why retained methodology produces better outcomes for board-level appointments specifically.

Two further points shape how we run board searches. First, conflicts: we check every candidate’s existing directorships, shareholdings and advisory roles against your business, competitors, suppliers and investors before they reach a shortlist. Second, diversity of perspective: we look beyond the usual pool of sitting NEDs to serving executives, specialists and first-time directors with relevant experience, which widens the field and helps boards meet their own composition goals. Our board diversity appointment guide covers the practical side of this.

Frequently Asked Questions

What does a NED recruitment agency do?

A NED recruitment firm agrees the board brief with the chair or nomination committee, identifies and approaches suitable candidates, assesses their independence, time and fit, and manages the process through to appointment. Exec Capital runs these searches for listed, private equity-backed, venture-backed, private and regulated boards.

How much does it cost to recruit a non-executive director?

The fee depends on the role, the board and the type of search, and is agreed with you at briefing. Most board searches are retained. For interim and fractional appointments, our day rate includes our fee.

How much are non-executive directors paid in the UK?

NEDs are normally paid a fixed annual fee, with extra fees for chairing a committee or acting as SID. Levels vary widely with company size, complexity and regulation. See our guide to non-executive director fees for detail; we do not quote figures without context.

How long does it take to appoint a NED?

It depends on how specialist the brief is, the candidates’ notice and existing commitments, and whether regulatory approval is needed. We agree a realistic timetable with you at briefing rather than promising a fixed period.

How many independent NEDs does a listed company need?

Under the UK Corporate Governance Code, at least half the board, excluding the chair, should be independent non-executive directors. AIM companies follow the code they have chosen under AIM Rule 26, most often the QCA Code.

Does a NED at an FCA-regulated firm need regulatory approval?

The chair (SMF9) needs FCA pre-approval. At Enhanced and dual-regulated firms, the chairs of the risk, audit, remuneration and nomination committees and the SID are also SMFs (SMF10 to SMF14), though CP26/37 proposes moving those to notification. Other NEDs are not senior managers but are subject to the Conduct Rules.

Can a NED own shares in the company?

Yes, but a significant holding or share options can affect independence. Listed companies normally pay NEDs in cash fees only. In private equity-backed businesses, a chair may invest alongside management, and the board should record how that affects independence.

How long is a typical NED term?

Initial terms are commonly around three years under a letter of appointment, renewable by the board. Under the Code, service of more than nine years from first appointment is one of the factors that may impair independence.

What is the difference between a NED and a board advisor?

A NED is a statutory director with full legal duties and a vote at the board. A board advisor gives counsel without a seat, a vote or directors’ duties. Early-stage companies often start with an advisor before appointing a NED.

We need compliance leadership as well as a NED. Can you help?

Yes. Many regulated firms appoint a fractional or interim SMF16 or SMF17 alongside a new independent NED. We place fractional compliance officers, fractional MLROs and interim CCOs, as well as NEDs and chairs.

Related Board and NED Search Services

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Executive Headhunters ·
Private Equity Recruitment ·
Family Office Recruitment ·
Chairman Recruitment ·
UK Corporate Governance Code ·
QCA Corporate Governance Code ·
Institute of Directors ·
UK Private Capital (formerly BVCA) ·
Chartered Governance Institute