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A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director is a member of the board of directors of a corporation, such as a company, cooperative or non-government organization, but not a member of the executive management team.
Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there is also an additional statutory body for audit purposes.
An ex officio member is a member of a body (notably a board, committee, or council) who is part of it by virtue of holding another office. The term ex officio is Latin , meaning literally 'from the office', and the sense intended is 'by right of office'; its use dates back to the Roman Republic .
An independent director (also sometimes known as an outside director) is a member of a board of directors who does not have a material or pecuniary relationship with company or related persons, except sitting fees.
Independent agencies exist outside the federal executive departments (those headed by a Cabinet secretary) and the Executive Office of the President. [1]: 6 There is a further distinction between independent executive agencies and independent regulatory agencies, which have been assigned rulemaking responsibilities or authorities by Congress.
The non-executive chair's duties are typically limited to matters directly related to the board, such as: [36] Chairing the meetings of the board. Organizing and coordinating the board's activities, such as by setting its annual agenda. Reviewing and evaluating the performance of the CEO and the other board members.
Trump's executive order declares sex as "an individual's immutable biological classification as either male or female" and states that "gender identity" cannot be included in the definition of ...
In a one-tier board, all the directors (both executive directors as well as non-executive directors) form one board, called the board of directors. In a two-tier board there is a separate management board i.e., board of directors (all executive directors and all non-executive directors) and a separate governance board i.e. council of delegates ...