Essentially the non-executive director’s (NED) role is to provide a creative contribution to the board by providing independent oversight and constructive challenge to the executive directors.
The 1992 Cadbury Report initiated a debate about the main functions and responsibilities of non-executive directors. Today, it is widely accepted that non-executive directors have an important contribution to make to the proper running of companies and, therefore, more widely to the economy at large. As the Cadbury Report said, they “should bring an independent judgement to bear on issues of strategy, performance and resources including key appointments and standards of conduct”. The Non–Executive Directors ensure the Board acts in the best interests of patients and the public. Acting as critical friends, they hold the Board to account by challenging its decisions and outcomes. They also help the Board to formulate strategies, by bringing independent, external perspectives.
TheNHS Improvement’s Non-executive Appointments Team offers a range of support in finding and developing the very best chairs and non-executive directors for NHS provider boards. They appoint and support NHS trust chairs and non-executives. The power to make, suspend and terminate these ministerial appointments is delegated by the Secretary of State for Health. Their recruitment processes are conducted in accordance with the Cabinet Office’s Governance Code on Public Appointments. Appointments are made on merit generally after a fair and open process so that the best people, from the widest possible pool of candidates are appointed.
The Non-executive Appointments Team provide chairs and non-executive directors (NEDs) of NHS providers with confidential advice and support on a range of issues including recruiting and appointing, performance management and appraisals, induction and development and any associated governance issues.
Non-Executive Directors have a duty to:
• scrutinise the performance of the Executive management in meeting agreed goals and objectives;
• satisfy themselves as to the integrity of financial, clinical and other information;
• satisfy themselves that financial and clinical quality controls and systems of risk management and governance are sound and that they are used;
• commission and use external advice as necessary