Your essential guide to appointing a Non-Executive Director

Updated November 2025

Whether you’re a start-up, an ambitious SME, or a multinational corporation, sustainable growth depends on strong governance, strategic foresight and the right financial controls. The most successful organisations don’t just execute well, they also challenge themselves, their leadership, and their processes to avoid complacency. 

Yet many CEOs and senior teams fall into the trap of “working in” the business instead of “working on” it. Day-to-day demands, internal politics, and conflicts of interest can dilute strategic focus. This is where a Non-Executive Director (NED) becomes invaluable.  

Acting as an impartial adviser, mentor, and critical friend, a NED helps leadership teams make better decisions, stay accountable and keep long-term growth in sight. 

At Gerald Edelman, we regularly advise organisations seeking to strengthen their boards with the right NED. This guide outlines why, when, and how to appoint a NED, and how to measure the impact once they’re in place. 

Why might your business need a NED? 

A Non-Executive Director can add value at almost any stage of a business lifecycle: 

• Start-ups may need a seasoned mentor to navigate early-stage challenges and secure credibility with investors. 
• Scaling SMEs often require impartial oversight and fresh perspectives to move from growth to maturity. 
• Larger companies may rely on NEDs to strengthen governance, mitigate risks, and challenge group thinking at board level. 

Because they have no operational ties, employment contracts, or controlling interests in the company, NEDs can approach decisions with true independence and objectivity. In many ways, they represent the voice of the business itself, challenging the CEO, CFO and leadership team in ways insiders sometimes can’t. 

Common scenarios for appointing a NED

1. Supporting business owners and executives

A NED provides discipline and direction, scrutinising internal policies and identifying opportunities or inefficiencies.

2. Mentoring start-ups and founders

Entrepreneurs benefit from the wisdom of someone who has scaled businesses before, helping them avoid pitfalls and accelerate growth.

3. Prioritising governance and risk management

As businesses grow, the need for robust governance and financial discipline increases. A NED ensures accountability and compliance while supporting sustainable decision-making. 

Three key benefits of hiring a NED 

1. Commercial expertise and networks 

NEDs often work across multiple industries or have run their own businesses. They bring operational insights, often sector knowledge, and valuable contacts to accelerate opportunities.

2. Independence and objectivity

With no vested interests, NEDs see the bigger picture and challenge decisions without bias. Their impartiality helps boards make better, more strategic calls, especially in volatile or unpredictable environments.

3. Accountability

NEDs keep leadership focused and accountable. They ensure board meetings produce clear action plans, follow-through and measurable results, often introducing tools like KPI frameworks to track progress. 

How to appoint a NED (Step-by-step) 

Define your needs 

Clarify the skills, sector knowledge, and strategic input your business requires. Consider whether you need a governance-focused NED, a growth strategist, or someone with investor connections. It’s important to know initially if you would like to bring in a NED on a formal or more informal basis. We can offer both types of role at Gerald Edelman.  

Create a role specification 

Outline expectations, time commitment, remuneration and success metrics. This makes the role clear for both sides. 

Search and shortlist 

Use professional networks, industry bodies, specialist recruiters, or organisations like the Institute of Directors (IoD) and Women on Boards UK. Increasingly, businesses are also looking to diversify their boards in line with the 2024 UK Corporate Governance Code. 

Interview and assess fit 

Beyond skills, ensure cultural alignment. The best NEDs act as mentors and challengers in equal measure, so interpersonal chemistry matters. 

Agree terms 

Most NEDs are engaged on part-time contracts (typically one to two days a month). Average annual fees in the UK range from £30,000–£80,000 for SMEs, while listed companies may pay £100,000+ depending on complexity. Our advisory partners at Gerald Edelman are able to offer more flexible arrangements. 

Trial period 

Many boards benefit from a three-month trial, giving both sides the chance to test cultural and strategic fit before confirming a longer-term arrangement. This is something we can offer at Gerald Edelman to those seeking to introduce a NED service to the board.  

How to measure success when hiring a NED 

Developing a healthy board dynamic 

The best boards encourage challenge, debate, and diversity of thought. A strong NED fosters constructive dynamics that drives better decisions.  

Accountability and trust 

NEDs must hold executives to account, but trust is equally critical. Where prior professional relationships exist (e.g., legal, financial, or advisory work), this can accelerate alignment. 

Understanding the investment 

Although a NED is a cost, the return is measurable in stronger governance, smarter strategy, and reduced risk. A clear role specification upfront ensures expectations match remuneration. 

Cultural fit is crucial 

Even the most experienced NED will struggle to add value if they don’t gel with your board. Early-stage evaluation of cultural fit is essential. 

Is a NED the right move for your business? 

For growth-focused organisations, appointing a Non-Executive Director is often a turning point. A strong NED combines commercial acumen, impartial oversight, and real-world experience to unlock opportunities and safeguard against risks. 

At Gerald Edelman, our senior partners have acted as NEDs across industries including professional services, real estate, hospitality, retail, digital technology, and media. Many of our clients first engage us for a variety of compliance based services or advisory work, later extending the relationship into more formalised board-level support. 

Get in touch today at hello@geraldedelman.com for a no-obligation consultation.