Non-executive directors and the listed company board—corporate governance roles and responsibilities
Non-executive directors and the listed company board—corporate governance roles and responsibilities

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Non-executive directors and the listed company board—corporate governance roles and responsibilities
  • Executive and non-executive directors
  • UK Corporate Governance Code
  • The role of the board
  • Board composition
  • Board committee composition requirements
  • Independence
  • The chair
  • Senior independent director (SID)
  • The NED's governance role under the UKCG Code
  • more

The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in the Companies Act 2006 (CA 2006) between executive and non-executive directors. NEDs have the same duties, responsibilities and potential liabilities under law as executive directors.

For information on these legal duties and liabilities, and the standards to which all directors are equally subject, see: Powers, duties and liabilities of directors—overview.

Non-executive directors of listed companies do, however, have distinct roles and responsibilities in the corporate governance arena. This Practice Note looks at the principles and provisions of the UK Corporate Governance Code (UKCG Code) relating to the governance role of the board of a quoted or listed public company, the significant role played by NEDs and, in particular, independent non-executive directors, in the governance of their companies and their position in the light of ever-escalating legal and regulatory pressures and risks. It also considers the issues around liability and insurance and ends with some practical risk management suggestions.

This Practice Note also highlights guidance and advice to boards on roles, responsibilities, liabilities and risk management, including:

  1. the Financial Reporting Council (FRC)'s Guidance on Board Effectiveness

  2. guidance issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) (CGI)

along with the expectations of, and guidelines issued by, the main