Non-executive director

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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 also serving as executive managers of the company (most often as corporate officers).

Non-executive directors have responsibilities in the following areas, according to a 2003 report for the British Government:<ref>Higgs, Derek. Review of the role and effectiveness of non-executive directors. 20 January 2003. URL retrieved 15 November 2006. Also see summary page DTI - The Higgs Review, URL retrieved 15 November 2006</ref>

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 monitpointing, and where necessary removing, senior management and in succession planning.

On the whole, non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.