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Ten questions to ask before you appoint an NED

By Zed Vakil · August 2026 · about a 5-minute read

Most non-executive appointments are decided on CV and chemistry. Both matter. Neither predicts whether the person will be worth the seat.

I have sat on boards, recruited for and been recruited onto them. The appointments that went wrong almost never went wrong because the person was not capable. They went wrong because nobody had agreed what the seat was for, or why, before they filled it.

These are the ten questions I would want answered before a name is even discussed. They are uncomfortable in roughly the order they are listed.

1. What is this seat actually for?

Governance, growth, credibility with investors, or a gap in the executive team you have not admitted to? All four are legitimate. They are also four different people. A board that cannot answer this in one sentence is about to recruit by vibe.

2. Are we recruiting a mirror, or a corrective?

Boards drift towards people who think as they do, because those meetings are pleasant. If everyone around the table shares your commercial instincts, you have bought reassurance, not oversight. Decide deliberately which one you need, and if it is a corrective, brace for the meetings to get less comfortable. That is the point.

3. Have they carried the number, or only reviewed it?

There is a real difference between someone who has been accountable for a revenue line and someone who has spent a career scrutinising other people's numbers. Both have value. Only one has felt the specific fear of a quarter going wrong with their name against it, and that experience changes what they notice.

4. What will they do between meetings?

This is the question that most reliably predicts value. A non-executive who appears for six meetings a year and reads the pack on the train is a compliance function. The ones who are worth it take a call from your CFO on a Tuesday, make an introduction that took them thirty seconds and would have taken you six months, and tell you the thing your investors are actually saying. Ask what they expect to do between meetings, and listen for whether they have thought about it at all.

5. How will we know in six months whether this is working?

Almost nobody sets this and it is why bad appointments last for years. Agree, in writing, what a good first six months looks like. Not targets, they are not executives, but observable things: the quality of challenge in meetings, specific introductions, a defined piece of work on the strategy. If you cannot describe success, you will not be able to describe failure either, and you will simply renew out of politeness.

6. Can they disagree with the founder and survive it?

Founder-led businesses are the ones that most need honest non-executives and are the least comfortable environment for one. Ask a candidate for an example of when they held a position against a founder or a chief executive, and what it cost them. If they have no example, either they have not done this properly or they are not going to tell you the truth in month eight either.

7. What does their conflict map look like?

Not just the obvious competitor conflicts. Who else are they advising, who has invested in what, and where might their loyalty be tested? Good candidates volunteer this before you ask. It is one of the fastest character tests available to you.

8. Are we paying for governance or for growth?

Be honest, including with yourself about the budget. A commercial non-executive who is genuinely going to move the growth agenda is a different market and a different price from a safe pair of governance hands. Deciding you want the first and paying for the second is how boards end up disappointed in someone who is doing exactly the job they were paid for.

9. Who owns this relationship?

If the chief executive recruits the non-executive, briefs them, and manages them, you have not added oversight, you have added an ally. Someone other than the person being overseen needs to own the relationship. In smaller businesses this is awkward and gets skipped, which is precisely why smaller businesses get so little from their boards.

10. What is the exit?

Agree the term, the review point and the way out at the start, while everybody likes each other. Non-executive appointments are unusually hard to end because nothing dramatic happens, they just quietly stop being useful, and no one wants to be the person who says so. A defined term with a genuine review turns an awkward conversation into a diary entry.

The one that matters most

If you only take one, take the fourth.

What they do between meetings is where the entire value of a non-executive director sits. Everything else on this list is a way of making sure you find out before you appoint rather than after.

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