A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board also serving as executive managers of the company (most often as corporate officers).

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  • A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board also serving as executive managers of the company (most often as corporate officers). Non-executive directors have responsibilities in the following areas, according to the Higgs Report, commissioned by the British Government and published in 2003: Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy. Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring, and where necessary removing, senior management and in succession planning. Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible. People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning. NEDs should also provide independent views on: Resources Appointments Standards of conduct Non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.
  • 社外取締役（しゃがいとりしまりやく）とは、株式会社の取締役であって、現在及び過去において、当該株式会社またはその子会社の代表取締役・業務執行取締役もしくは執行役または支配人その他の使用人ではないものをいう（15号）。 会社法は、以下で条数のみ記載する。
  • 非执行董事，又稱為非常務董事，是董事的一種，也是構成董事會的成員之一，易言之，非執行董事是公司的負責人，但是並不在公司经理层担任日常职务，僅在董事會中对执行董事起着獨立第三者监督、检查和平衡的作用，維護公眾利益及少數股東權益。
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rdfs:comment
  • A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board also serving as executive managers of the company (most often as corporate officers).
  • 社外取締役（しゃがいとりしまりやく）とは、株式会社の取締役であって、現在及び過去において、当該株式会社またはその子会社の代表取締役・業務執行取締役もしくは執行役または支配人その他の使用人ではないものをいう（15号）。 会社法は、以下で条数のみ記載する。
  • 非执行董事，又稱為非常務董事，是董事的一種，也是構成董事會的成員之一，易言之，非執行董事是公司的負責人，但是並不在公司经理层担任日常职务，僅在董事會中对执行董事起着獨立第三者监督、检查和平衡的作用，維護公眾利益及少數股東權益。
rdfs:label
  • Non-executive director
  • 社外取締役
  • 非执行董事
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