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View full libraryThis Non-executive Director appointment letter confirms the terms on which an individual is appointed to the board as a non-executive director. It sets out the role, expected time commitment, remuneration, responsibilities, confidentiality, conflicts of interest, induction arrangements and other key terms of the appointment.
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[Sender name]
[Sender address]
[date]
[Recipient name]
[Recipient address]
Dear [Recipient first name],
Appointment as Non-executive Director
We are pleased to confirm your appointment as a Non-executive Director of [Company Name] with effect from [date], subject to the terms and conditions set out in this letter and the company's articles of association.
We are delighted that you have agreed to join the board and believe that your experience, knowledge and perspective will make a valuable contribution to the company.
Appointment and term
Your appointment will commence on [date] and will continue until [date / conclusion of the agreed term], unless terminated earlier in accordance with the terms of this letter, the company's articles of association or applicable law.
Your appointment is subject to [any required shareholder approval / board approval / other conditions].
Role and responsibilities
As a Non-executive Director, you will be expected to contribute to the effective leadership and governance of the company and to bring independent judgement, constructive challenge and your knowledge and experience to board discussions and decisions.
Your responsibilities will include:
You will not normally have responsibility for the day-to-day management of the company's operations unless specific responsibilities are separately agreed.
Time commitment
We anticipate that your role will require approximately [number] days per year, including attendance at board meetings, preparation, committee meetings and other activities connected with your role.
You will be expected to devote sufficient time to discharge your responsibilities effectively and to prepare appropriately for board and committee meetings.
There may be occasions when additional time is required, particularly during periods of significant corporate activity, major transactions, operational difficulties or other circumstances requiring increased board involvement.
Board and committee meetings
You will be expected to attend scheduled board meetings and any committee meetings to which you are appointed. You should notify the Chair as soon as reasonably practicable if you are unable to attend a meeting.
You will be provided with relevant board papers and information in
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This appointment letter provides a structured framework for formally appointing an individual as a non-executive director. It sets out the practical and governance expectations of the role while giving the appointee a clear understanding of their responsibilities, time commitment and relationship with the board.
The letter confirms the individual's appointment, start date and term of office, together with any conditions that apply to the appointment. It can also confirm that the appointment is subject to the company's articles of association and any required shareholder or board approval.
Non-executive directors contribute independent judgement, constructive challenge, oversight and relevant skills and experience to the board. The letter can set out expectations around strategy, performance, risk, governance, culture and accountability without turning the NED role into an executive management position.
The appointment letter should give the NED a realistic understanding of the expected time commitment, including board meetings, committee responsibilities, preparation and engagement with the business. It can also recognise that additional time may be required during periods of significant activity or difficulty.
The letter can confirm the annual fee or other agreed remuneration, payment arrangements and reimbursement of reasonable business expenses. Any additional committee or chair fees can also be addressed where applicable.
The appointment should establish clear expectations around confidentiality, conflicts of interest, declaration of interests, compliance with the company's constitution and relevant director duties. The NED should also be expected to maintain sufficient independence and devote adequate time to the role.
The organisation should provide an appropriate induction so that the new NED can understand the business, its strategy, culture, operations, risks and governance arrangements. The appointment letter can also establish expectations around ongoing development, board evaluation and keeping knowledge relevant to the role.
Use these best practice actions, recommended timescales and process stages to understand when and how the Non-executive Director appointment letter should be used, helping ensure each step is handled consistently and appropriately documented.
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Not necessarily. A director is an office holder and the legal status of a particular individual depends on the circumstances and arrangements in place. A NED appointment should therefore be distinguished from an employment contract unless the individual also has a separate employment relationship with the company.
It should normally cover the appointment and term, role and responsibilities, expected time commitment, board and committee responsibilities, remuneration, expenses, confidentiality, conflicts of interest, induction, insurance and termination arrangements.
There is no universal number of days that applies to every NED appointment. The expected commitment should reflect the size, complexity and circumstances of the organisation and should include time for meetings, preparation and other responsibilities. Additional time may be required during periods of significant activity.
Yes. NEDs are directors and therefore have the statutory duties applicable to directors. Their non-executive status does not remove their legal responsibilities as a board member.
It is common for appointment terms to specify a defined initial period, subject to the company's constitution and any applicable reappointment or shareholder approval requirements. The appropriate arrangement will depend on the company's governance structure.
AI can produce generic appointment wording, but a NED appointment involves company law, director duties and corporate governance considerations as well as practical board expectations. HRDocBox provides structured UK-focused HR and governance documentation that brings these considerations together in a practical appointment format.
How this content is developed and reviewed
The Non-executive Director appointment letter template is developed using a practical HR methodology that considers current UK employment legislation, ACAS guidance, CIPD good practice and the real-world HR process it supports. Templates and supporting information are regularly reviewed and updated, with additional reviews triggered by significant changes to legislation, guidance or established HR practice, helping ensure each document remains practical, relevant and suitable for UK employers.
Darryl Horn, Chartered HR Director
Darryl is a Chartered HR professional with over 25 years' experience in senior HR and employee relations roles.
He has extensive practical experience of managing employment contract HR processes and founded hrdocbox to provide businesses with practical, professionally developed HR resources grounded in UK employment law and best practice.
HRDocBox has been creating practical UK HR documents since 2009.
"Darryl provides support and advice with excellent judgement, and has a strong understanding of people, policies and UK employment legislation."
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