Ask ten founders what a non-executive director does and you'll get ten polite guesses, usually involving the word "oversight". This guide is the plain-English version: what the role legally is, what a good NED actually does between meetings, what it costs, and how to tell whether your business is ready for one.
A non-executive director is a full member of your board who doesn't work in the business — appointed precisely so that someone at the table has nothing to defend except the company's interests.
Under the Companies Act 2006, a NED carries exactly the same legal duties as the executive directors — most famously section 172, the duty to promote the success of the company. There is no junior class of director in UK law. The "non-executive" part describes the job (no operational role), not the responsibility.
This matters more than it sounds. It's why a NED's challenge carries weight an advisor's never quite does: they share the consequences. An advisor who's wrong sends an invoice; a director who's negligent answers for it.
Across an ordinary year, the work clusters into five jobs:
Three boundaries keep the role honest. A NED is not a part-time manager — the moment they start running a function, independence dies. They're not a consultant — bolting paid project work onto the directorship muddies both. And they're not decoration — a famous name who skims the pack in the taxi adds risk, not credibility.
A typical SME NED seat runs one to two days a month: a monthly or six-weekly board meeting, real preparation, and availability between. UK SME fees commonly sit between £15,000 and £40,000 a year, varying with scale and risk — the full picture, including chairs and advisory structures, is in the fees guide.
The honest test isn't turnover; it's the decisions ahead. If the next eighteen months involve raising capital, a major hire, succession, or a strategy bet you'd struggle to defend to a sceptic, the business is ready. Most founders appoint their first NED somewhere between £1m and £5m of revenue — usually about a year later than they should have.
Interview for questions, not war stories. The best predictor of NED value is what they probe in the first meeting: cash, customer concentration, the gap between plan and pipeline, what the founder is avoiding. Then agree the first ninety days in writing — onboarding on numbers, customers and people; the board pack reshaped around decisions; the first proper challenge cycle. (That's the standard MAXFR commits to in its own NED engagements.)
Appointments fail in predictable ways: the mate-of-the-founder who can't challenge; the trophy name who won't prepare; the frustrated executive who starts managing; the consultant in disguise billing days on the side. Every one is avoidable with a written role, declared conflicts and a six-month review both sides can use without drama.
If you're weighing a NED against a chair or an advisory board, the decision guide compares the three — or let the Board Advisory Diagnostic score it from five questions about your stage, board and priorities.
Five questions if you want structure. One email if you'd rather talk. Either way, a straight answer about what your board needs.
