Non-executive director recruitment · Board appointments

Hire a non-executive director for your board

Non-executive director recruitment is how a board finds and appoints an independent director. Set out the skills the board lacks, search wider than the chair’s own contacts, test each candidate’s independence, time and conflicts, then appoint. To hire a non-executive director, start with the gap on the board, not the CV.

We recruit non-executive directors alongside fractional, interim and permanent executives. On a NED brief we send a shortlist of 3–5, each with fee expectations, availability and conflicts set out, after five-stage vetting.

How a brief runswhat we undertake

  1. 01Brief30-MINUTE SCOPING CALLDay 0
  2. 02Shortlist of 3–5VETTED · RATE BENCHMARK · IR35After the brief
  3. 03InterviewsYOU MEET THE SHORTLISTYour diary
  4. 04Scoped startFIRST-MONTH OUTCOMES AGREEDYou set the date
  5. 05Fractional, interim and permanentIR35 POSITION SET OUTOn every brief

Shortlist3–5

In the press

  • Financial Times The executives going ‘fractional’, not freelance (paywall)

    The FT on senior people who choose to work at leadership level in several companies at once. A non-executive career often takes the same portfolio shape: several boards, none of them full-time.

3–5
Shortlist · with fee expectations, availability and conflicts set out
5
Vetting · stages before a candidate reaches you

15 minutes · video or phone

Book 15 minutes to hire a non-executive director

Tell us the scope and the days a week. We come back with Non-Executive Director candidates, their day rates and availability.

  1. 0115 minutes, video or phone
  2. 02We scope the role and the days a week
  3. 03A shortlist of 3–5 after the call
  4. 04Fractional, interim and permanent briefs
Prefer email? Use the booking page →

Pick a day that suits · live availability

Live board-level and senior roles

Fractional recruitment works differently from a permanent search — shorter, scoped by days a week, and priced on the engagement. Send a Non-Executive Director brief and we come back with a shortlist of three to five vetted candidates.

01/ the role

What is a non-executive director?

A non-executive director (NED) is a member of a company’s board who does not run the business day to day. The Institute of Directors describes the role as independent oversight and constructive challenge to the executive directors. NEDs contribute to strategy, monitor how management performs against it, have a prime role in appointing and removing executive directors, and satisfy themselves that the financial information and risk controls are sound.

Executive vs non-executive director

The difference is the day job, not the law. An executive director runs part of the business as well as sitting on the board. A non-executive director attends the board and its committees and, in the IoD’s words, should not “stray into ‘executive direction’”. There is no legal distinction between the two: both owe the company the general duties in sections 171 to 177 of the Companies Act 2006 — to act within their powers, promote the success of the company, exercise independent judgement, use reasonable care, skill and diligence, avoid conflicts of interest, refuse benefits from third parties, and declare an interest in a proposed transaction.

Independence

Independence is usually what a board is hiring for. The FRC’s UK Corporate Governance Code lists circumstances that can impair a NED’s independence, among them recent employment by the company, a material business relationship with it, pay beyond the director’s fee (share options, performance-related pay or the company pension), close family ties with its advisers or senior people, cross-directorships, representing a significant shareholder, and long service on the board. The Code asks for a combination of executive and non-executive, in particular independent non-executive, directors so that no one individual or small group dominates the board’s decisions. It applies to listed companies, but the FRC notes that many companies not required to follow it choose to.

Committee roles: audit, remuneration and nomination

Much of a NED’s work happens in committees. Under the Code, the audit committee is made up of independent non-executive directors, at least one with recent and relevant financial experience; it monitors the integrity of the financial statements and reviews risk management and internal control. The remuneration committee exists because no director should decide their own pay. The nomination committee leads board appointments and succession, and a majority of its members should be independent non-executive directors. A NED may also chair a committee, or serve as senior independent director: a sounding board for the chair and an intermediary for the other directors and shareholders.

Time commitment

The Code sets no number of days. It says NEDs should have sufficient time to meet their board responsibilities, and asks boards making an appointment to take other demands on the candidate’s time into account, with significant commitments disclosed, and the time they involve, before appointment. The work is board meetings, committee meetings, reading the papers and time in the business. The appointment letter should say how much time is expected. The IoD adds that a new NED should make sure an induction programme is in place and keep up with training.

Non-executive director roles

Non-executive director roles are not confined to listed boards. The IoD notes a growing number of private companies, including relatively small ones, searching for the right NED. The seats include an independent NED on a private company board, chair, senior independent director, audit or remuneration committee chair, a NED designated to engage with the workforce (one of the options the Code offers), and trustee roles on charity boards. In a bank or insurer, some board seats, such as chair of the nominations committee, are senior management functions that need FCA or PRA approval before the person starts.

02/ scope

How to hire a non-executive director

1. Write down the gap on the board

Map what the current board knows: the sector, finance and audit, risk, technology, people, investors. The gap is the brief. Decide which committees the new NED will sit on, whether they might chair one, and whether you need them to be independent in the Code’s sense or to represent an investor.

2. Search wider than the chair’s contacts

The Code asks for a formal, rigorous and transparent appointment procedure, based on merit and objective criteria, and says open advertising or an external search consultancy should generally be used to appoint the chair and non-executive directors. A listed company names any search firm in its annual report, with any other connection it has to the company. A private company is not bound by the Code, but the logic carries: a NED found only among the chair’s own contacts is harder to call independent.

3. Test independence, time and conflicts

Ask each candidate to disclose their other appointments and the time they take, and any relationship with the company, its advisers or its shareholders. Conflicts are a legal matter too: a director must avoid conflicts of interest and declare an interest in a proposed transaction. Expect good candidates to do diligence on you. 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 before accepting.

4. Run the checks before the appointment

Search the Companies House register for current and past directorships and any disqualification. A new director must now verify their identity with Companies House and give their personal code in the appointment filing. In a regulated firm, build any regulator approval into the timetable.

What we do on a non-executive director brief

We run a search against the gap you describe. Every candidate goes through our five-stage vetting first. We send a shortlist of 3–5, each with fee expectations, availability and conflicts set out, and IR35 position where relevant. Because we also recruit fractional, interim and permanent executives, a board that needs an executive seat filled as well can brief us once.

03/ vetting

How we vet non-executive directors

What we undertake on every brief, before a candidate reaches you.

  1. 01

    Qualification screen

    Verify Non-Executive Director tenure, sector context and stage fit.

    SOURCING
  2. 02

    Mandate fit

    Match to your situation — stage, board dynamics, timing.

    MATCHING
  3. 03

    Reference deep-dive

    We take references ourselves, from recent past clients — real outcomes, not titles.

    VERIFY
  4. 04

    Shortlist

    Three to five candidates with day rate, availability and IR35 position set out.

    SHORTLIST OF 3–5

04/ non-executive director salary

Non-executive director salary: how NEDs are paid

A non-executive director salary is a fee, not a salary. The FRC’s Corporate Governance Code says NED pay is set in line with the articles of association or by the board, should reflect the time commitment and responsibilities of the role, and should not include share options or other performance-related elements. The IoD notes that UK NEDs have traditionally been paid fixed fees to protect their independence from management, that the FRC’s 2025 guidance has reopened the question of equity, and that the Institute’s own research found growing concern that pay does not reflect the complexity, time commitment and liability of the role.

What moves the fee: the size and complexity of the company, whether it is listed or regulated, and the seat itself, since a chair or committee chair takes on more than an ordinary board member. Charity boards are the exception. The Charity Commission’s essential trustee guidance says trustees play a very important role, almost always unpaid.

For tax, a director holds an office. HMRC’s Employment Status Manual says earnings from a directorship are chargeable as employment income and subject to Class 1 National Insurance, so a NED fee is normally paid through the company’s payroll rather than invoiced. Where a NED provides services through their own company, the off-payroll working rules (IR35) can apply: in most cases a medium or large client decides the status, and the answer turns on how the engagement runs. Our IR35 guide sets out the tests.

We do not publish a fee band for NEDs on this page. On every NED shortlist we set out each candidate’s fee expectation, so you can compare candidates on the same terms.

05/ how to become a NED

How to become a non-executive director

How to become a non-executive director: build a board-ready CV, take governance training, get a first board seat where you can (often as a charity trustee or school governor), and do your own diligence before you accept. The IoD describes a NED role as a natural next step for many experienced directors, and one that fits around other commitments.

A board CV is not an executive CV. Lead with board and committee experience, the decisions you contributed to and the governance you know, such as audit, risk or remuneration, then the sector knowledge a board would gain from you. The IoD offers members CV review and mentoring, and runs a Becoming a NED workshop designed and delivered by non-executive directors.

Training helps you speak the board’s language. The IoD’s Role of the Non-Executive Director course covers the legal and practical responsibilities of the role and how to prepare a robust application, and its Chartered Director Programme leads to chartered status. The Chartered Governance Institute runs a Non-Executive Directors’ Programme on the role, law, regulation, board composition and remuneration.

Trustee and governor roles are a common way in. The CGI points aspiring board members to organisations that place people in NED-equivalent roles in the voluntary sector, schools and sport. Charity trustees carry real governance duties: the Charity Commission lists acting in the charity’s best interests, managing its resources responsibly, acting with reasonable care and skill, and ensuring accountability.

Before you accept, examine the company as the CGI’s guidance advises, and read the appointment letter for the time expected. If you are an executive director elsewhere, your own board will want a say: the Code says additional external appointments should not be taken on without the board’s prior approval. Many NEDs combine board seats with executive work for part of the week; the fractional jobs hub shows the executive side of a portfolio career.

06/ choosing the seat

Non-executive director, advisory board or fractional executive?

Three arrangements are often confused. A non-executive director sits on the board, votes and carries a director’s legal duties, without running the business. An advisory board member advises the board or the founders but is not a director and has no vote. A fractional executive runs a function for part of the week and may or may not sit on the board: you would hire a fractional CEO to lead the company, or a fractional CFO to run finance.

Advisers should keep the line clear. The Companies Act’s general duties apply to a shadow director, a person whose directions the board is accustomed to follow, where they are capable of applying; advice given in a professional capacity does not on its own make someone a shadow director. Write down the scope, the meetings attended and who decides.

Which to choose: for independent challenge and oversight, appoint a NED. For expertise without changing the board, set up an advisory arrangement; our advisory CFO page covers the finance version. For someone to do the work, hire a fractional CFO or another fractional executive from the fractional jobs hub.

07/ questions

Non-executive director FAQ

The questions people ask before bringing in a non-executive director.

A member of a company’s board who does not run the business day to day. A NED gives independent oversight and constructive challenge to the executive directors, contributes to strategy, monitors management’s performance and helps appoint and remove executive directors (IoD). In law a NED is a director like any other, with the same duties.

Write down the gap on the board and the committees the NED will join. Search wider than the chair’s contacts: the UK Corporate Governance Code says open advertising or an external search consultancy should generally be used. Test each candidate’s independence, time and conflicts, check the Companies House register, and allow for identity verification and any regulator approval. We send a shortlist of 3–5 after five-stage vetting.

The main cost is the NED’s fee, set in line with the articles or by the board and reflecting the time and responsibilities of the seat; the Code says it should not include share options or performance-related pay. We do not quote a fee band here. On every shortlist we set out each candidate’s fee expectation, availability and conflicts.

NEDs are paid a fee rather than a salary, traditionally fixed to protect their independence (IoD). It varies with the size of the company, whether it is listed or regulated, and the seat: chairs and committee chairs take on more. For tax, director’s fees are employment income subject to Class 1 National Insurance (HMRC). Charity trustees are almost always unpaid.

Build a board-ready CV that leads with governance and committee experience, take training such as the IoD’s Role of the Non-Executive Director course or the CGI’s Non-Executive Directors’ Programme, and look for a first seat as a charity trustee or school governor. The IoD and the CGI both list routes in. Do your own diligence on any company before you accept.

An executive director runs part of the business as well as sitting on the board; a non-executive director does not run the business and focuses on oversight and challenge. There is no legal distinction: both owe the company the general duties in the Companies Act 2006.

Freedom from relationships that could affect their judgement. The UK Corporate Governance Code lists recent employment by the company, a material business relationship, pay beyond the director’s fee, close family ties, cross-directorships, representing a significant shareholder and long board service as circumstances that can impair it. The board decides, and explains itself if it treats such a director as independent.

No. A NED is a director: they vote and carry a director’s legal duties. An advisory board member advises without a vote or a director’s duties, though someone whose directions the board is accustomed to follow can become a shadow director. If you need someone to do the work, hire a fractional CEO or another fractional executive instead.

Book 15 minutes · shortlist of 3–5

Bring the brief. We architect the team.

A shortlist of 3–5 with day rate, availability and IR35 position set out, after five-stage vetting.

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