Introduction to this document

Appointment of
non-executive director

You want to add to the expertise of the company by appointing a non-executive director. Use our letter of appointment to deal with all the important issues.


Executive directors are usually involved in the day-to-day running of the company, whereas a non-executive director only normally attends board meetings. They are usually taken on to provide additional know-how.

The fact they’re not working full-time for the company doesn’t alter the fact that they’re still directors and must be appointed in exactly the same was as executive directors, i.e. by the board, followed by notification to Companies House.

No difference

In law, there’s no difference between the duties owed to a company by a non-executive director and an executive director, e.g. their duties as set out in the Companies Act 2006.

The package

Because it’s not a full time job, it’s not normal to give a non-executive director a service agreement. However, they’re not likely to be a director for fun, and will want something for giving up their time to attend board meetings etc.


Make sure that your letter of appointment contains a confidentiality clause - you don’t want your non-executive director betraying your boardroom secrets.