NEDs reimagined  A post-Higgs review of the role and contribution of non-executive directors

The report calls for a fundamental rethink of what makes boards effective in today’s complex business environment – more than two decades after the influential 2003 Higgs Report first set the blueprint for non-executive leadership in the UK.

While the principles of the Higgs Review remain vital, the IoD Commission argues that the time has come for boards to evolve from a model of periodic oversight to one of active, informed, and adaptive stewardship.

The Commission identified twelve core findings to enhance board effectiveness and the role of NEDs, with four emerging as top priorities:

1. NED independence should be conceived less narrowly, focusing on independence of mind, cognitive diversity as well as criteria avoiding potential conflicts of interest.
2. Boards should be less conservative in their approach to NED recruitment, moving beyond the traditional pipeline of former executives.
3. NEDs must bring greater energy and curiosity to the role.
4. Boards should spend more time within the business to better understand and support its operations.

The report also recommends that boards:

• Provide clearer expectations, feedback, and professional development for all directors.
• Equip NEDs with independent resources, digital literacy, and a working understanding of AI and emerging technologies.
• Align NED remuneration with the increasing demands and responsibilities of the role, particularly in unlisted and smaller companies.