A NED is a director in law — the same duties under the Companies Act 2006, the same standard of care. I sit on your board, ask the questions nobody who works for you can safely ask, and hold the plan to account four to twelve times a year.
I've sat where you sit — building, scaling and steering businesses through the moments that decide them. As your non-executive director I bring challenge, governance and a network, and I take the legal responsibility that goes with the office.
Not a passive observer for the minutes, and not a consultant with a board pass. A working director who turns up prepared, disagrees in the room rather than in the corridor, and leaves the company more governable than it was.
Not an adviser with a nicer title. Not a mentor who drops in for coffee. Section 250 of the Companies Act 2006 says a director "includes any person occupying the position of director, by whatever name called". The Act has no separate, gentler category for non-executives. Appoint me and I hold the office, with everything that comes with it.
That matters more in an owner-managed business than anywhere else, because most of them have no board at all. They have a founder, a management meeting, and a set of decisions made in the car. So a NED's first contribution is usually structural: for the first time the company has a forum where the decisions that belong to the board are actually taken by the board, written down, and revisited three months later.
The second contribution is independence. Everyone in your management meeting is paid by you, promoted by you and appraised by you. However good they are, that shapes what they say and how hard they push. A non-executive has no line manager in the room, no career riding on the answer and — done properly — nothing to sell you afterwards.
The third is pattern recognition. Most of what feels unprecedented in a business of fifteen people has already happened to hundreds of businesses of fifteen people. Having someone in the room who has watched the same film before shortens the argument considerably.
Governance is not paperwork. It is the small number of decisions that determine whether the next three years go well.
The growth plan gets read out loud and questioned line by line. Assumptions get named as assumptions. The number you have quietly stopped believing gets said out loud, by someone with no reason to protect it.
Management accounts, a rolling cash forecast and the two or three measures that actually predict next quarter — reviewed against what was said last quarter, not against how the month felt.
Borrowing, dividends, senior hires, leases, acquisitions, changes to the shape of the business. Reserved matters written down once, then honoured — including when honouring them is inconvenient.
A short, current list of what could genuinely take the business down, who owns each one, and what has changed since last time. A working document, not a compliance artefact filed once a year.
In most owner-managed firms the largest single risk is the owner. Succession, delegated authority, documented decision rights, and a business that keeps trading through your absence.
Clean minutes, a board that has functioned for years, decisions evidenced at the time they were made. Diligence moves faster when governance was built in rather than retrofitted in a panic.
Most owner-managed companies do not hold board meetings. They hold management meetings that someone occasionally calls a board meeting. The difference is not formality — nobody needs a mahogany table — it is subject matter. A management meeting is about the next fortnight. A board meeting is about the next three years, the money, the risk, and the decisions the company has agreed only the board may take.
A board meeting that earns its place has a pack circulated a clear week beforehand rather than the night before, and a standing agenda that does not change with the weather:
Minutes are the evidence that the board applied its mind. If a decision is later questioned — by a shareholder, a lender, a buyer's solicitor or a liquidator — the minute is the record of what the directors knew, what they considered, and why they concluded as they did. A minute reading "the board discussed pricing" protects nobody. A minute reading "the board reviewed the margin analysis at appendix B, noted the risk of losing two accounts, and resolved to increase list prices by 4% from 1 October, with a review in January" is a different document entirely.
Four meetings a year is the floor. Below that the board cannot judge a trend, and each meeting spends its first hour catching up. Monthly makes sense when the business is genuinely in motion — a funding round, an acquisition, a turnaround, a covenant under pressure — and becomes theatre when it is not. My quarterly package is built for the first case and my monthly package for the second. Most owner-managed companies start quarterly and stay there, which is usually the right answer.
What follows is a plain-English summary of published UK legislation, not legal advice — take your own before appointing anyone. Every section referenced here is on legislation.gov.uk.
Sections 171 to 177 of the Companies Act 2006 set out seven general duties: act within powers; promote the success of the company; exercise independent judgment; exercise reasonable care, skill and diligence; avoid conflicts of interest; do not accept benefits from third parties; and declare an interest in a proposed transaction. Not one of them is softened for a non-executive.
Section 172 is the one owners underestimate. A director must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole — and in doing so have regard to the likely consequences of any decision in the long term, the interests of the company's employees, the need to foster business relationships with suppliers and customers, the impact of operations on the community and the environment, the desirability of maintaining a reputation for high standards of business conduct, and the need to act fairly as between members. In a company with a minority shareholder, that last limb has real teeth.
Section 174 requires reasonable care, skill and diligence, meaning that of a reasonably diligent person with (a) "the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company", and (b) "the general knowledge, skill and experience that the director has".
Read the two limbs together and the practical position is this. Limb (a) is calibrated to the role, so a non-executive attending four meetings a year is not judged as though they ran the finance function day to day. Limb (b) then ratchets the standard upwards, individually. A NED who is a chartered accountant cannot say the management accounts were over their head. Experience is an asset at the board table and a liability in the witness box, and any competent non-executive prices both.
Section 175 requires a director to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts or possibly may conflict with the interests of the company — expressly including the exploitation of property, information or opportunity — although the board can authorise a conflict in defined circumstances. Section 176 prohibits accepting a benefit from a third party conferred because of the directorship. Section 177 requires an interest in a proposed transaction to be declared before the company enters into it.
For a portfolio non-executive this is the live one. If I sit on two boards in adjacent markets, that is a section 175 situation, and it gets declared, authorised and minuted at the start of the relationship — not discovered by somebody else eighteen months later.
Section 232 makes void any provision purporting to exempt a director from liability for negligence, default, breach of duty or breach of trust in relation to the company. An indemnity from the company is void as well, except as permitted by section 233 (insurance), section 234 (qualifying third party indemnity provision) or section 235 (qualifying pension scheme indemnity provision). Directors' and officers' insurance plus a properly drafted qualifying indemnity is therefore the route. A clause in a letter of appointment announcing that the non-executive is not liable for anything is worth precisely nothing.
Limited liability protects the shareholders' investment, not a director who has breached their duties. Section 214 of the Insolvency Act 1986 allows a liquidator to apply to court for a declaration that a director contributes personally to the company's assets, where before the winding up began that director knew, or ought to have concluded, that there was no reasonable prospect of the company avoiding insolvent liquidation. Section 214(4) applies the same two-limb test as section 174. Section 214(3) provides the defence: that after that point the director took every step to minimise the potential loss to the company's creditors that they ought to have taken.
Disqualification under section 6 of the Company Directors Disqualification Act 1986 carries a minimum period of two years and a maximum of fifteen. Set against all of that, section 1157 of the Companies Act 2006 allows a court to relieve an officer of liability, wholly or in part, where they acted honestly and reasonably and ought fairly to be excused having regard to all the circumstances. Honest, reasonable and evidenced is the whole game — and the evidence is the board pack and the minutes.
Section 167G requires the company to notify the registrar when a person becomes or ceases to be a director, and section 167G(6) allows fourteen days beginning with the day of the change. Since 18 November 2025, section 167M has prohibited an individual from acting as a director unless their identity has been verified, and prohibits the company from allowing it — an offence is committed by the individual, and separately by the company and every officer in default. Begin verification before the agreed start date. A contravention does not affect the validity of the director's acts; it is an offence, not a nullity.
On the way out, section 168 lets a company remove a director by ordinary resolution at a meeting before the end of their term, notwithstanding anything in any agreement between them, with special notice required. Whatever a letter of appointment says, the shareholders keep that power. Agree fees and notice knowing it — on both sides.
Four different jobs that owners routinely confuse. The distinction is authority, not activity.
A legal office on your board. Held continuously, exercised at meetings. Statutory duties attached, a vote on board decisions, and accountability in law for what the board decides.
Engaged to solve a defined problem, then leaves. Recommends, but carries no statutory duty to the company and no vote. My hands-on version of that is advisory work.
Inside the business every week, building and running the operating rhythm with your team. Delivery, not oversight. That is my fractional COO role.
Develops the person and the leader rather than the company's decisions. That is coaching, built on Performance on Purpose.
The figures below are illustrative — an invented company, used to show the arithmetic so you can run it on your own numbers. Not a client, and not a claimed result.
Imagine a business turning over £2.4m at a 7.5% net margin, so £180,000 of net profit. Take the quarterly package at £1,500 a month: £18,000 a year plus VAT, or ten per cent of that profit. Four board meetings, four packs, and a standing obligation in between.
Now set the fee against the decisions rather than the days. Over twelve months this board will realistically make five or six decisions that move money: a pricing review, one senior hire, a lease renewal, a large client contract, whether to take on debt for equipment. The board does not have to be right about all of them. It has to improve them, in aggregate, by more than £18,000.
Put the whole fee on one of them to test it. A one per cent list-price increase on £2.4m of turnover adds £24,000 of revenue. Because the cost base does not move, close to all of it lands in profit: £24,000 against an £18,000 fee, from a single agenda item a board is far more likely to force than a management meeting is. At two per cent the figure is £48,000 — more than a quarter of the year's profit, from one properly argued decision.
Before you appoint anybody, write down the decisions your board will make in the next twelve months, with a rough value against each. Then apply this test: if you cannot name four decisions each plausibly worth more than the annual fee, you do not need a non-executive director yet. What you need is either an operator to fix delivery — that is fractional COO work — or someone to develop the person making the calls, which is coaching. Appointing a board to supervise decisions nobody is making is an expensive way to feel governed.
What a quarterly engagement looks like from appointment to the first anniversary. Illustrative, and deliberately unglamorous.
Articles checked, identity verification started, conflicts declared, indemnity and insurance settled, letter of appointment signed, filing diarised. The first board meeting is already in everyone's calendar.
Reserved matters agreed and written down. A standing agenda and pack format fixed. The risk register created from scratch. Three measures chosen that the board will track all year. Nothing decided that did not need deciding.
The first quarter of actuals against what was said in meeting one. This is where a board earns its place: the gap gets discussed rather than explained away, and one deep dive goes properly deep — usually pricing or capacity.
By the third meeting the pattern is visible. Key-person risk, succession and delegated authority go on the table, because they are the issues an owner will not raise unprompted and a paid employee cannot raise safely.
Next year's plan approved with its assumptions named. Then the board reviews itself: were the right things on the agenda, did the pack arrive on time, did decisions actually get made. My own term is reviewed openly at the same meeting.
Work through these before a name goes on a letter. Most of it takes an afternoon, and doing it afterwards costs considerably more.
For the background reading first, I've written on when to hire a non-executive director and on how a NED helps a business navigate its harder moments.
Indicative monthly fees. Every board relationship is scoped to your business — and equity-based arrangements are available for the right long-term fit.
I've built and backed these businesses — the same operator's judgement I bring to your board.
Simple, brilliant, affordable accounting built for the self-employed and micro-business.
Visit → FounderRemote, plain-English legal services that make expert advice accessible without the overhead.
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Visit →No. Section 250 of the Companies Act 2006 defines a director as any person occupying the position of director, by whatever name called — there is no separate, softer category for non-executives. The seven general duties in sections 171 to 177 apply to a NED exactly as they apply to the founder. The one place the law flexes is section 174, which measures care, skill and diligence first against the functions actually carried out by that director, and then against the general knowledge, skill and experience that director personally has. So a non-executive is judged on the non-executive role — but an experienced one is held to their own experience, never to a beginner's.
Yes, in defined circumstances. Limited liability protects the shareholders' investment, not a director who has breached their duties. Under section 214 of the Insolvency Act 1986 a liquidator can apply to court for a declaration that a director contributes personally to the company's assets for wrongful trading, and section 214(4) applies the same two-limb test as Companies Act section 174. The defence in section 214(3) is that, once you knew there was no reasonable prospect of avoiding insolvent liquidation, you took every step you ought to have taken to minimise the loss to creditors. Disqualification under section 6 of the Company Directors Disqualification Act 1986 runs from two years to fifteen. Minutes are what evidence the steps you took.
By authority, not by activity. A consultant is engaged to solve a defined problem and leaves once it is solved; they recommend, and carry no statutory duty to the company. A coach develops the person and the leader rather than the company's decisions. A fractional COO is inside the business every week, building and running things with your team. A non-executive director is none of those: it is an office on your board, held continuously and exercised at meetings, with statutory duties attached and a vote on what the board decides. A consultant recommends, an operator delivers, a coach develops — a NED is accountable in law for the decision itself.
Four a year is the sensible floor, and twelve is rarely justified below roughly thirty staff. Quarterly gives you enough distance to judge a trend and enough frequency to correct one. Monthly earns its place when you are trading through a funding round, an acquisition, a turnaround, or a banking covenant you could plausibly breach. What matters far more than frequency is what the meeting contains. A board meeting that properly works through management accounts, the cash forecast, the risk register and two or three reserved decisions is worth more than a monthly meeting that reruns the management meeting under a different name.
The appointment goes to Companies House like any other. Section 167G of the Companies Act 2006 requires the company to notify the registrar that a person has become a director, and section 167G(6) gives you fourteen days beginning with the day of the change. Since 18 November 2025, section 167M also prohibits an individual from acting as a director unless their identity has been verified, and prohibits the company from allowing it — an offence is committed by the individual, and separately by the company and every officer in default. Start identity verification before the agreed start date. A contravention does not invalidate the director's acts, but it remains an offence.
Price it against the decisions, not the days. Take the annual fee, then list the decisions the board will genuinely make in the next twelve months — a pricing change, a senior hire, a lease, a contract renewal, a funding choice — and ask whether better versions of four or five of those are worth more than the fee. On an illustrative £2.4m of turnover, a one per cent price rise adds £24,000 of revenue and, because the cost base does not move, close to £24,000 of profit. If you cannot name four decisions of that size in the year ahead, you do not need a board yet. You need an operator, or a coach.
Book a free, no-obligation 30-minute call. We'll find the biggest opportunity in your business — then you decide if you want a hand fixing it. No pitch, no fluff.
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