Guides

What makes a good NED?

by Stephen Conmy

What makes a good NED (non-executive director)? It’s an extraordinarily unique career path with significant responsibility. 

What’s more, the role of the non-executive director has changed significantly over the past ten years. Successful non-executive directors need to be strong independent voices in the boardroom and fearlessly challenge any governance breaches.

We’ve seen through history that boards dominated by executive (as opposed to non-executive) directors can lead a company into trouble. The lack of independent oversight can be a breeding ground for poor decision-making. These days, companies are wary of going down that path again. They want the independent oversight in place from the get-go.

Ultimately, companies with good corporate governance and with strong non-executive voices in the boardroom make more money – they create more value for their shareholders.

What makes a good NED? The voice

Non-executive directors should never be “the decorations on the Christmas tree” as the late Tiny Rowland of Lonhro famously described them.

The non-executive director’s role is to police the board in a strategic, polite and factual manner.

Being a non-executive director involves a legal obligation of the highest degree. If a non-executive director doesn’t challenge bad corporate governance or ethical breaches, they can fall foul of the law.

A company’s board of directors carries the heavy-duty of governance to ensure a duty of care is observed. Very high expectations of good governance are placed on directors, but more so on the shoulders of independent, non-executive directors.

Stay compliant, stay competitive

Build a better future with the Diploma in Corporate Governance.

Stay compliant, stay competitive

Build a better future with the Diploma in Corporate Governance.

What makes a good NED – nine traits you should focus on

1. Educated

A non-executive director is not a decorative ornament; they play a vital role in governance. A successful non-executive director understands good corporate governance and challenges poor decisions.

2. Fearless

Non-executive directors are fearless; they cannot feign ignorance of the company’s operations as they must sound alarm bells when necessary.

3. Independent

A non-executive director should be independent of management and not have a relationship with the business that could interfere with their duty to act in the company’s best interests.

4. Financially literate

Non-executive directors must ensure the integrity of published financials and oversight of non-financial issues relating to the environment, governance and corporate social responsibility. A qualification in corporate governance is desirable.

5. Vocal

Non-executive directors are not acting in the “best interests” of the company they serve if they are silent about breaches of regulations and questionable management practices. Great non-executives speak out constructively.

6. Challenging

Non-executive directors are expected to speak up if their company’s board is compromising on ethical issues.

7. Audit savvy

Non-executive directors should constitute a majority in the audit committee of the board. It is also useful if the committee has a practical internal audit function which reports directly to it.

8. Strategic

Non-executive directors should provide objective and independent advice to the board to enable it to make better decisions in all shareholders and stakeholders’ interest.

9. A catalyst for change

When appropriate, a non-executive director should act as a catalyst for change and challenge the status quo.

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