Question 1

What does a non executive director do?

Accepted Answer

A non executive director is a full board member with no executive role. The work is strategy testing, oversight of reporting and risk, chief executive appraisal and remuneration, and succession. The seat carries the same statutory duties and liability as an executive directorship.

Question 2

How many days a year does the role take?

Accepted Answer

Typically six to ten board meetings a year plus preparation, which usually adds up to twelve to twenty working days. Committee membership, a transaction or a crisis can double that in a given year.

Question 3

How much is a non executive director paid?

Accepted Answer

In the Italian private mid-market, commonly 20,000 to 60,000 euro a year depending on revenue, risk and committee load. Private equity backed companies pay 40,000 to 80,000 euro and listed groups more. Early stage companies often pay in equity instead.

Question 4

Is a non executive director personally liable?

Accepted Answer

Yes. Directors carry the same duty of care regardless of whether the role is executive, so a company appointing non executive directors should have directors and officers insurance in place and current.

Question 5

What is the difference from an advisory board member?

Accepted Answer

An advisory board has no legal standing and its members carry no statutory duties. A non executive director is formally appointed, votes on board decisions and is legally accountable for them.

Question 6

How long should a term be?

Accepted Answer

Three years, renewable once or twice. Beyond nine years independence is generally considered compromised, which is the convention in most European governance codes.

Question 7

Can an interim executive later join the board?

Accepted Answer

Yes, and the sequence often works well because the person already knows the business. Independence is lost for a period, so the appointment should be described accurately as a non independent directorship until enough time has passed.

Question 8

What should the letter of appointment cover?

Accepted Answer

Term and renewal, fees and expenses, board and committee meeting expectations, preparation time, conflict and confidentiality obligations, insurance cover, and the grounds and notice for ending the appointment.