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What makes a good NED?

What makes a good NED?

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.

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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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About this author

Dan Byrne MA BA is a journalist, writer, and editor specialising in corporate governance and ESG topics. As the Content Manager at The Corporate Governance Institute, Dan creates engaging, insightful content designed to inform and educate global audiences about the latest developments in corporate governance and sustainability.

With a strong focus on research and analysis, Dan consistently delivers compelling narratives that resonate with industry professionals and stakeholders interested in responsible governance and environmental, social, and governance (ESG) issues.

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  • Non-Executive Director
  • Success
  • Traits