NED Engagement

What we have learned about making NED seats work

A Non-Executive Director seat is a fiduciary role under the UK Companies Act 2006. Directors’ duties (ss.170 to 177 CA 2006) are owed by the director personally to the company and cannot be discharged without the information and standing to do so. Stephen has held three statutory directorships and has spent 25 years inside the boardrooms of mid-market businesses on consulting engagements. The seven conditions below come out of that experience.

The Ambrose and Bell NED engagement

We accept NED appointments where the operating conditions make the seat real rather than cosmetic. The seven conditions below come from statutory seats and a long run of board-level work. They are what makes the difference between a seat that carries weight and a seat that does not. They are set in writing at appointment so both sides know where they stand from day one. Where any condition cannot be met, A&B remains available through other engagement formats.

The seven conditions

Full P&L access, board attendance with voting status, management-letter review, D&O insurance, written transparency commitment, independence, no parallel paid engagement without disclosure.

View criteria →

Appointment process

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

View process →

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 →

The seven conditions, in summary

Each condition is documented in the letter of appointment. Each one exists because we have seen what happens when it does not. 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.