NED Engagement

How we make a NED seat count

We take Non-Executive Director seats where the board is set up for the role to count. A NED carries real duties to the company, and can only meet them with proper access, standing, and information. The seven conditions below are how we make sure both sides get that from the start. They come from four statutory directorships and 25 years of board-level work across mid-market businesses.

The Ambrose and Bell NED engagement

We accept NED appointments where the operating conditions let the seat do its job. The seven conditions below set that up. We agree them in writing at appointment, so both sides know where they stand from day one. Where a condition cannot be met, we stay available through other engagement formats.

The seven conditions

The seven conditions we agree in writing before accepting a seat, with the full detail behind each.

View criteria →

Appointment process

Initial conversation, mutual due diligence, written conditions and letter of appointment, structured induction, first 90 days, ongoing rhythm.

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Commercial terms

12-month letter of appointment, 3-month notice, monthly in arrears, no percentage-of-deal or performance kicker, clean departure protocol.

View commercial terms →

What makes the seat work, for both sides

We agree each of these in writing in the letter of appointment. Full detail at the criteria page.

1
Full P&L access. Continuous access to management accounts, cash position, AR/AP, and consolidated or divisional P&L. Monthly, first working day.
2
Board attendance with full voting status. Every scheduled and ad-hoc board meeting. Voting rights identical to executive directors. Papers circulated in the same form and at the same time.
3
Management-letter review prior to filing. Sight of the draft auditor’s management letter before it is finalised, with the right to require specific findings to be included.
4
D&O insurance to market standard. Minimum £2m limit per claim; Side A, B and C cover; six-year run-off on departure; premium paid by the company.
5
Founder commitment to financial transparency, in writing. No filtering of information, duty owed to the company, and the NED’s right to raise matters on the record with the full board.
6
Independence. UK Corporate Governance Code test: no employment in the last three years, no material commercial relationship, no material shareholding or performance-linked pay. Limited-independence seats accepted only on a disclosed basis.
7
No parallel paid engagement without disclosure. Any other paid engagement with the same client during the NED term requires prior written disclosure and a formal board decision.

Commercial terms. 12-month letter of appointment with 3-month notice either side. Monthly in arrears. No percentage-of-deal or performance kicker. Clean departure: notice period specified, orderly handover, no post-exit consulting for 12 months by default.

The full policy

Statutory references, independence carve-outs, clean-departure protocol, and the full writing-requirement for each condition. Available on request.

Request the full policy

Governed under UK Companies Act 2006 ss.170 to 177, s.214 CA 2006 / s.172(3) Insolvency Act 1986, and the UK Corporate Governance Code 2024 edition.