Permanent non-executive director · hiring brief
Hire a Non-Executive Director
Hire a Non-Executive Director: name the gap on the board the NED fills, the time and committees involved, and how you will test independence and fit.
Reviewed by Fractional Quest · updated 1 November 2026 · 4 sources linked below
- 3–5on every shortlist
- 5stages of vetting
- IR35set out on every brief

In the press
- Financial TimesThe executives going ‘fractional’, not freelance
- International FinanceRenting the C-suite, and why the fractional executive era has arrived
The brief
Hire a Non-Executive Director: what must the role own?
The expertise the board lacks.
- 01GapThe expertise the board lacks.
- 02TimeBoard meetings and committee work a year.
- 03CommitteesAudit, remuneration or nomination roles.
- 04IndependenceConflicts to check.
Role reference: Institute of Directors: role of the non-executive director. The IoD sets out the role of the non-executive director: challenge, oversight and independence.
NED or adviser
Hire a non-executive director or an adviser?
A board seat brings duties.
Hire a non-executive director when you want independent oversight on the board, with director duties. Hire an adviser when you want expertise without a board seat.
Listed companies follow the UK Corporate Governance Code on independence; private companies can use it as a guide.
The working pattern
What changes when the non-executive director is permanent?
A non-executive director sits on the board without running the business: they challenge, advise and oversee. An adviser without a board seat is not a NED.
The illustrative brief: a growing business with an all-founder board. Investors ask for an independent board member with finance experience.
The appointment owns: The company appoints a NED to chair a new audit committee.
Another owner retains: Executives run the business; the NED oversees.
The case is illustrative; it does not describe a Fractional Quest placement.
From brief to start
How do you hire a Non-Executive Director, step by step?
Hire a Non-Executive Director, in practice: the first three steps are ours; the last four are what has to be true before the first day. We don’t promise a shortlist by a date.
- Day 001The 15-minute callWhat the non-executive director must own, the working pattern, the start date and the budget.You and us
- Week 102Scope agreed in writingThe outcome the seat exists for, the days, and how the engagement will run for IR35.Us
- Weeks 1–303Search, references, shortlistWe approach people who aren’t looking, verify tenure, take references ourselves and return three to five.Us
- Week 404LetterAppointment letter with time and term.You
- Before day one · 205InductionBoard papers, strategy and risks.You
- Before day one · 306CommitteesTerms of reference.You
- Before day one · 407InsuranceDirectors’ and officers’ cover.You
Assessment
How should you assess each candidate?
Hire a Non-Executive Director on evidence: put the same work in front of each candidate before comparing answers.
- Comparable workAsk about a board where they challenged management.
- AuthorityTest how they would handle a conflict of interest.
- TeamAsk how they supported an executive without taking over.
- HandoverAsk how they ended a previous appointment.
Acas recommends a consistent, fair selection process: choosing who to interview.
Vetting
What happens before anyone reaches your shortlist?
Five stages before a candidate reaches a shortlist of three to five.
- Pedigree screenTenureWe verify prior tenure in the seat, at the scale and stage you need. No consultant presenting as an executive.
- Mandate fitFitFit to your stage, sector and the problem the seat exists to solve, not a CV keyword.
- Reference deep-diveVerifyWe take references ourselves, from recent clients and boards: what they delivered, not what they titled it.
- ShortlistShortlistThree to five candidates, each with day rate, availability and IR35 position set out.
- Kick-offStartScope, first-month outcomes and the contract agreed before day one.
The full process is on how we vet.
Questions
Hire a Non-Executive Director: questions, answered
A brief to hire a Non-Executive Director begins with gap: The expertise the board lacks. Then a stated working pattern and the evidence you will ask every candidate to show.
A non-executive director sits on the board without running the business: they challenge, advise and oversee. An adviser without a board seat is not a NED.
Comparable work. Ask about a board where they challenged management. Authority. Test how they would handle a conflict of interest. Team. Ask how they supported an executive without taking over. Handover. Ask how they ended a previous appointment.
Letter. Appointment letter with time and term. Induction. Board papers, strategy and risks. Committees. Terms of reference. Insurance. Directors’ and officers’ cover.
Brief us on what the role must own, how it will work and when it must start. We come back with a shortlist of 3–5, each with pay or day rate, availability and IR35 position set out, after five-stage vetting.
Sources
Where does every reference on this page come from?
- iod.com
- HMRC
- legislation.gov.uk
- 1
- 2Understanding off-payroll working (IR35) HMRCStatus depends on how the engagement runs; medium and large clients make the determination.
- 3
- 4Employment Agencies Act 1973 legislation.gov.ukThe law a recruitment agency works under; no fee to a work-seeker.