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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.
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 ...
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.
The top or senior layer of management is a small group which consists of the board of directors (including non-executive directors, executive directors and independent directors), president, vice-president, CEOs and other members of the C-level executives.
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.
In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions.