The Role of the Non Executive Director
A non-executive director (NED) is a member of the board of directors. Under company law, there is no legal distinction between executive directors and non-executive directors. Both have the same legal duties, responsibilities and potential liabilities but NEDs do not take part in the executive management of a business, usually standing back from its day-to-day running.
Input from NEDs will vary. For example, in a new business, they might act as mentors. At the other end of the spectrum, a NED of a listed public limited company may only attend board meetings several times a year. In a public sector organisation, such as an NHS Trust, NEDs might require additional skills. Board meetings are sometimes held in public where they will have to communicate well and deal with unscheduled questions effectively.
The programme will cover:
- Strategy: constructively challenging and contributing to the development of strategy
- Performance: monitoring and scrutinising the performance of management in meeting agreed goals and objectives
- Risk: satisfying yourself that financial information is accurate and financial controls and systems of risk management are robust and defensible
- People: determining appropriate levels of remuneration of executive directors; having a prime role in appointing and, where necessary, removing senior management; and planning for succession.
Course Summary
CPD Endorsed
Duration:
2 Day
Delivery Method and Price:
Virtual Classroom:
Price on Enquiry
Face to Face Classroom:
Price on Enquiry
About Us
About the Programme
The UK Corporate Governance Code makes it clear that non-executives have an important role to play. They should:
- provide assistance and challenge constructively during the development of strategy proposals;
- scrutinise management’s performance in meeting agreed goals and objectives, monitoring performance reports;
- be satisfied about the integrity of financial information and that controls and risk management systems are robust and defensible;
- determine appropriate levels of remuneration for executive directors; and
- appoint and remove executive directors, and ensure effective succession planning.
The governance structure of a business determines responsibilities and levels of authority within it and specifies the rules and procedures for making decisions. NEDs are the custodians of corporate governance and are crucial in ensuring an organisation is run properly.
Our two-day course on the Role of the Non-Executive Director is designed to equip you with the tools and knowledge to carry out this critical and complex position effectively. Through attendance, you will learn how to engage with the wider corporate aim of your organisation, ensuring the correct governance and accountability structures are in place.
*Please note that some of the materials and objectives may be subject to change depending on discussions, activities and needs of the cohort upon reflection of delegate responses to the pre-programme questionnaires.*
Session 1
The Role of the NED
Key themes include:
- Comparing Non-Executive roles in different organisations
- Ensuring there is a robust strategy for the ownership and development of the business
- Ensuring there is a regular process for monitoring, reviewing and refining the strategy
- Ensuring the business has the necessary resources to deliver its strategy, especially in the key areas of human and financial resources
- Ensuring the business has an appropriate corporate governance system and strong and effective relationships with external stakeholders
- Bringing an independent and broader external perspective to the business
- Being a confidential sounding board and playing the role of ‘devil’s advocate’ for the senior executives of the business
Session 2
Key Skills and Behaviour Required to be an Effective NED
Key themes include:
- Integrity
- High ethical standards
- Sound judgement
- Willingness to challenge
- Interpersonal skills
- Confidence
- Understanding how conflict occurs and how to deal with it effectively
- Behavioural skills
- Listening skills
- Ability to communicate ideas
- Sensitivity, openness and awareness of non-verbal communication
- Persuasiveness
- Leadership and self-awareness, ability to gain respect and attention
- Critical thinking, creativity and strategic awareness
- Business acumen, ability to identify new business opportunities
- Forward thinking, willingness to embrace change and innovation
- An inquiring and inquisitive mind – with an ability to assimilate, assess and analyse information, especially financial information
- Co-operation and teamworking
- Facilitation skills
- Ability to take the wider, strategic view
- Political astuteness and ability to play the ‘diplomat’
- Determination, with the tenacity and drive to succeed
- Appetite for new knowledge and skills to develop competences further
- Availability to prepare for and attend meetings
- Ability to identify potential problems and deal with risk
Session 3
Corporate Governance Overview
Key themes include:
- A review of the corporate governance environment
- The corporate governance role of the NED
Session 4
Legal Liability and Risks
Key themes include:
- Role and key tasks of the Board
- What is expected of a NED
- Liability and insurance
- Due diligence
- Bribery Act
Session 5
Risk Management and Audit Committees
Key themes include:
- The NED’s responsibilities regarding risk and internal control
- Composition and role of the committee
- Appropriate guidance on terms of reference for audit and risk committees
Session 6
Effective Decision Making
Key themes include:
- Board as decision making entities
- What facilitates good decision making
- Limitations on effective decision making
- Judgement and how it can be distorted
- Honest reviews of past decisions
- The Chairman’s role
Session 7
Board Composition and Remuneration: The Challenges for NEDs
Key themes include:
- Issues regarding Board composition, and the nomination committee, including skill sets, search and selection, succession planning and diversity
- Key aspects of formulating a remuneration policy; legal constraints and best practice issues; an examination of the changing features of remuneration; and application of these principles to practical examples.
Whilst this programme is not linked to a formal qualification, it will contribute to delegate’s ongoing personal and professional development
Our dedicated In-House Training team can work with you to create a tailored training course that creates an optimal learning experience. Our bespoke built training programmes are designed around your needs and allow you to meet the specific requirements of your business.
Click here to view our In-House Training services.
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