Non-executive directors · the career path
How to become a non-executive director
The short answer · updated
The usual route starts with a senior executive career. Then take a first board seat on a charity, public-sector or smaller company board; do governance training; write a board-ready CV that leads with governance, not your executive career; then build your network and apply for seats that match your experience.
In the press
Financial Times The executives going ‘fractional’, not freelance (paywall)
The FT on senior executives who choose to work at leadership level in several companies at once. That portfolio shape is where many board careers start: part-week executive roles alongside a first board seat.
The experience boards look for
Boards appoint NEDs for what the board lacks. The Institute of Directors says NEDs are usually chosen for breadth of experience, calibre and personal qualities, sometimes with specialist knowledge or contacts in related industries, and that independence from management matters most.
That usually means a senior executive career: running a function, a business unit or a company, with exposure to the board as an executive or as a regular attender. Finance and audit, risk, technology, people and pay, regulation and sector knowledge are common gaps a board sets out when it recruits.
The harder shift is from doing to overseeing. NHS England’s advice to candidates puts it well: think about how you move from an operational delivery perspective to one of constructive challenge and assurance, and how you use data to understand risk.
First seats: trustee, public appointments, school governor, advisory boards
A first board seat is usually one that recruits openly and values what an executive brings.
- Charity trustee. Trustees govern the charity and carry real legal duties: acting in its best interests, managing its resources responsibly, acting with reasonable care and skill, and ensuring accountability (Charity Commission). The role is almost always unpaid.
- Public appointments. Boards of public bodies are advertised on the Cabinet Office’s Apply for a public appointment service. NHS trust non-executive roles are advertised by NHS England.
- School governor or academy trustee. Governors set strategy, hold the headteacher to account and oversee the budget. GOV.UK says anyone can volunteer, and training can be provided.
- Advisory boards. An advisory seat on a growing company builds board-level habits, though it is not a directorship and carries no vote.
Governance training
Training teaches the board’s language: duties, finance, risk and how a board works. The IoD’s Certificate in Company Direction has four modules: Role of the Director and the Board, Finance for Non-Finance Directors, Strategy for Directors, and Leadership for Directors. It leads to the Diploma in Company Direction, built on simulated boardroom challenges, and from there to the IoD’s Chartered Director qualification.
The IoD also runs a Becoming a NED workshop for members, designed and delivered by non-executive directors, and offers members CV review and mentoring (IoD). The Chartered Governance Institute runs a Non-Executive Directors’ Programme covering the role, law, regulation, board composition and remuneration, and a Directors and their Duties course.
Training is not a requirement for appointment, but it shows a board you understand what the seat involves.
The board CV
A board CV is not an executive CV. It is shorter, and it leads with what a board will use: board and committee experience, including trustee and governor seats; the decisions you contributed to; the governance you know, such as audit, risk or remuneration; and the sector knowledge the board would gain.
Write each executive role as its board-level contribution, not a list of responsibilities. Say which boards you reported to, what you presented, and what changed. Name any regulated roles you held.
Add a short statement of the boards you want to join and why, and disclose your current appointments. A board will ask about time and conflicts before it asks about anything else.
Due diligence before accepting a seat
Do your own diligence on the company before you say yes. The Chartered Governance Institute’s guidance note Joining the right board carries forward the Higgs Review’s recommendation that a prospective NED examine the company thoroughly first, and offers checklists on the business, governance, the board, the NED’s role, remuneration, investor relations and risk management.
The reason is the law. A NED is a director, and owes the company the same general duties in sections 171 to 177 of the Companies Act 2006 as any executive, including to exercise reasonable care, skill and diligence and to avoid conflicts of interest. The IoD adds that a new NED should make sure an induction programme is in place.
Read the accounts and recent board papers if you can. Meet the chair, the chief executive, the finance director and the other NEDs. Ask about directors’ and officers’ insurance.
Fractional executive work as a route to board roles
Fractional executive work sits naturally beside a board career. A fractional executive works for part of the week in several companies, often at or near board level, which builds exactly the breadth and the board exposure a NED search looks for.
It also keeps your operating experience current while you take your first board seats. Our fractional jobs board lists live part-week executive roles, and our page on how to hire a fractional CEO shows the most senior version of the work.
The two roles are different. A fractional executive runs a function; a NED oversees the people who do. Keep them apart in the same company: the Code lists a material business relationship with the company among the circumstances that can impair a NED’s independence.
Time and conflicts
Boards do not set a standard number of days, but they do care about time. The FRC’s UK Corporate Governance Code says NEDs should have sufficient time to meet their board responsibilities, that a board making an appointment should take other demands on the candidate’s time into account, and that significant commitments should be disclosed, with the time involved, before appointment.
If you are an executive director elsewhere, your own board has a say: the Code says additional external appointments should not be taken on without the board’s prior approval.
Conflicts are a legal matter as well as a practical one. Before accepting, list your other roles, investments and relationships, and check them against the company, its advisers, its competitors and its shareholders. Declare anything that could matter.
Questions people ask
Can I become a non-executive director without board experience?
Yes, but a first seat usually comes from somewhere that recruits openly: a charity trustee role, a school governor or academy trustee seat, or a public appointment. Those build the board experience a company board will look for.
Do I need a qualification to become a NED?
No qualification is required by law. Governance training helps: the IoD’s Certificate in Company Direction and Diploma in Company Direction, and the Chartered Governance Institute’s Non-Executive Directors’ Programme are common choices.
Where are non-executive director roles advertised?
Public appointments on the Cabinet Office’s Apply for a public appointment service, NHS trust roles on NHS England’s non-executive opportunities pages, and charity and school board roles through the organisations themselves and recruitment charities. Our non-executive director jobs page lists them.
How long does it take to get a first NED role?
There is no typical timescale. NHS England describes its non-executive roles as competitive and suggests a school governor or charity trustee seat to build experience first. Many company seats are filled through search and referral rather than advertised.
Can I be a NED while working as an executive?
Yes, if your employer agrees. The UK Corporate Governance Code says a listed company’s directors should not take on additional external appointments without the board’s prior approval, and your employment contract may say the same. Check the time commitment and any conflicts first.
Are non-executive directors paid?
Company NEDs are paid a fee that varies with the company and the seat; charity trustees and school governors are almost always unpaid. Our non-executive director recruitment page explains how NED fees are set.
