On your NED be it: a reminder of the expectations of the role of non-executive directors

On 18 January, the Institute of Chartered Secretaries and Administrators (ICSA) published a guidance note on the liability of non-executive directors (NEDs). Borne from its own and other industry guidance and from experience of company secretaries of UK listed companies, it is a useful reminder of the proper function of NEDs and the importance of minimising personal liability.

Executive and non-executive directors have the same legal duties, despite a distinction in their respective levels of time commitment and depth of knowledge about the business concerned. However, one of the many legacies of the recent financial crises has been an increased focus on corporate governance in the UK and the spotlight has fallen on, amongst many other things, the role of NEDs.

There is an undoubted shift in expectations of the role and ICSA’s guidance identifies steps which NEDs can take to reduce their exposure to liability. The recommendations outline approaches to work which may enable NEDs to demonstrate to a regulator or court that they have acted with care, skill and diligence in the execution of their roles and responsibilities…

If you are registered and logged in to the site, click on the link below to read the rest of the Shoosmiths briefing. If not, please register or sign in with your details below.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Briefings from Shoosmiths

View more briefings from Shoosmiths

Analysis from The Lawyer

  • Hester: declined bonus worth almost £1m

    Pay checks

    Compliance and corporate governance codes for large financial institutions will undoubtedly include provisions to regulate high pay in the future

  • high street 150

    Focus: Alternative business structures - Law and new order

    There’s more to the ABS model than attracting the man in the street and procuring external investment. Partners at the big corporate firms, take note…


2 Colmore Square
38 Colmore Circus Queensway
B4 6BJ

Turnover (£m): 92.98
No. of lawyers: 393


  • Training Contract

    Edinburgh, Manchester, Birmingham, Nottingham, Northampton, Milton Keynes, London, Reading, Basingstoke, Solent | £ 24,000