A non-executive director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way.

Overview

In 2003, Derek Higgs in a report for the British Government defined the role of the non-executive director like this:

• Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy.

• Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitpointing, and where necessary removing, senior management and in succession planning.

On the whole, non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.

External links

• Review of the role and effectiveness of non-executive directors (Derek Higgs, 2003)
• Non-Executive Director's role
• Non-Executive Director's role
• Non-Executive directors in the IT and technology sectors

Bibliography

Corporate governance

非执行董事