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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 monitor the reporting of performance.


  • Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible.


  • People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, 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 .


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