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. They are not employees of the corporation or affiliated with it in any other way and are differentiated from executive directors, who are members of the board who also serve, or previously served, as executive managers of the corporation (most often as corporate officers). However they do have the same legal duties, responsibilities and potential liabilities as their executive counterparts. Non-executive directors provide independent oversight and serve on committees concerned with sensitive issues such as the pay of the executive directors and other senior managers; they are usually paid a fee for their services but are not regarded as employees. All directors should be capable of seeing corporate and business issues in a broad perspective. Nonetheless, non-executive directors are usually chosen because of their independence and initiative, are of an appropriate caliber and have particular personal qualities. Role Fundamentally, the non-executive director role is to provide a creative contribution and improvement to the board by providing dispassionate and objective criticism. Their role may change depending on the organisation, though they are usually not involved in the day-to-day management of the corporation but monitor the executive activity and contribute to the development strategy. Non-executive directors can also be referred to as external directors; they are usually people of stature and experience who can act as both a source of wise independent advice and a check on any wilder elements on a board. According to the UK Institute of Directors, non-executive directors are expected to focus on board matters and not stray into ‘executive direction,’ thus providing an independent view of the corporation that is removed from day-to-day running. Non-executive directors, then, are appointed to bring to the board: Independence; Impartiality; Wide experience; Special knowledge; Personal qualities. In addition to the above five key qualities an effective non-executive director would influence the achievement of balance of the board of directors as a whole as well as commitment, perception and a broad perspective of the area or industry. More key responsibilities may include: Contributing to the strategic direction of the corporation; Efficiently solving problems that arise; Communicating with third parties; Ensuring all the audit requirements are satisfied; Remuneration of the executive