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Non-executive director appointment letter

A non-executive director (“NED”) is a company director who is not part of the company’s executive team. NEDs are often appointed to the board due to their business experience and expertise. More often than not, they don’t engage in the day-to-day management of the company, but instead lend their expertise in policy making and strategic planning.

They enjoy the same rights and obligations as any other director (subject to anything to the contrary in the company’s articles of association or other documents), including being subject to statutory duties under the Companies Act 2006.

When a company is appointing a NED, it will often use a letter of appointment. This letter sets out the terms of the appointment, such as the amount of time the NED is expected to commit to their role, the details of their role and duties, and any fees and expenses that may be payable. The letter will also include key provisions around issues such as confidentiality, outside interests and termination of the appointment. It is important that the terms of the letter are drafted as clearly as possible, as the letter is a contractual agreement between the company and the NED.

Download the Non-executive director appointment letter