A non-executive director or outside 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. They are differentiated
from inside directors, who are members of the board who also serve or previously
served as executive managers of the company.
Non-executive directors have responsibilities in the following areas
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 monitoring, and where necessary removing,
senior management and in succession planning.
Risk: Non-executive directors should satisfy themselves that financial information
is accurate and that financial controls and systems of risk management are robust
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.