Guide
What a technology non-executive director actually does
The legal duties, the board responsibilities, the technical assurance a board needs, and how the role differs from a fractional CTO or a consultant. Sourced from the Companies Act 2006 and the FRC’s UK Corporate Governance Code, not from received wisdom.
The role in one paragraph
A non-executive director is a member of the board who is not an employee and does not run the business day to day. The role is independent judgement: contributing to strategy, scrutinising how the executive is performing against it, satisfying themselves that financial information and controls are sound, and taking part in appointing, removing and paying senior management.
A technology non-executive director applies that same independent judgement to the part of the business most boards are least equipped to test — delivery, architecture, technology spend, security, data protection and supplier risk.
The legal position
Seven statutory duties, owed by every director
Sections 171 to 177 of the Companies Act 2006 codify seven general duties owed by a director to the company. They apply to every UK company director, executive or non-executive, in a listed group or a small private company. There is no lighter standard for non-executives.
1. Act within powers
Section 171: follow the company's constitution and exercise powers only for the purposes they were given for.
2. Promote the success of the company
Section 172: act in the way most likely to promote the success of the company for the benefit of its members as a whole, having regard to the listed factors.
3. Exercise independent judgement
Section 173: form your own view. For a NED this is the substance of the role, not a formality.
4. Exercise reasonable care, skill and diligence
Section 174: measured against both what is generally expected of a director in that role, and the knowledge and experience the individual actually has.
5. Avoid conflicts of interest
Section 175: this duty continues to apply after you cease to be a director in respect of property, information and opportunity.
6. Not accept benefits from third parties
Section 176: and this duty also survives leaving the board.
7. Declare interests in transactions
Section 177: declare the nature and extent of any interest in a proposed transaction or arrangement with the company.
Section 174 sets the care, skill and diligence standard by reference both to what is generally expected of a director carrying out that function and to the knowledge, skill and experience the individual actually has. A director appointed for technical expertise is judged against that expertise. Source: Companies Act 2006, sections 170 to 177.
Technical assurance
The four questions a board cannot usually answer itself
Is the roadmap real?
Boards are usually shown progress reported by the people doing the work. A technology NED reads the delivery record against what was promised and tells the board what is actually true.
What does the technology cost, and where is that going?
Run rate, licences, cloud, suppliers, technical debt being serviced rather than repaid. Cost surprises in technology are almost always visible a year before they land.
Where is the concentrated risk?
Key-person dependency, a single supplier holding the estate, security and data protection exposure, regulated obligations that nobody on the board can currently test.
Can the business survive its own growth?
Architecture and team structure that work at today's volume and fail at three times it. This is the question investors ask in diligence, and it is better answered before they ask.
Where the governance codes fit
The FRC published the current UK Corporate Governance Code on 22 January 2024. It has applied to accounting periods beginning on or after 1 January 2025, with Provision 29 — the board’s declaration on the effectiveness of material internal controls — applying from 1 January 2026.
The Code applies to companies with a UK premium listing. It is not law for private companies, and any adviser telling a private board that it must comply is wrong. Private boards do commonly use it as a reference for good practice, and the direction of travel on internal controls is worth understanding early if a listing or a trade sale is plausible.
What is not optional for anyone is the Companies Act. Those duties bind the director of a two-person company exactly as they bind a FTSE 100 non-executive.
NED, fractional CTO or consultant
A non-executive director is on the board, carries the full statutory duties above, and provides independent oversight of the executive. A fractional CTO works inside the business, part-time, owning and shaping technical decisions. A consultant is engaged for a defined piece of work and has no standing in the governance of the company.
These should not be collapsed into one person in the same business at the same time. Independent assurance stops being independent when the person giving it is assuring their own work.
What boards say
“Engaging Tim as an advisor was one of the best decisions we made for our company. Tim brings a wealth of experience, knowledge and a fresh perspective to the boardroom. He has helped us to make better strategic decisions, improved our governance and brought valuable connections to the table. He effectively communicated complex technical concepts and provided continued support.”
“Tim is results driven with all his endeavours, focused on the delivery of on-time solutions to the benefit of the business, an assured change manager who incorporates business change and technology to maximum effect. Tim also excels at closing the communication gap between less technical senior managers and the hands-on development team.”
Questions
Non-executive director FAQs
- What does a non-executive director do?
- A non-executive director sits on the board but is not an employee and does not run the business day to day. The role is oversight and independent judgement: contributing to strategy, scrutinising the performance of the executive, satisfying themselves that financial information and controls are sound, and taking part in appointing and removing senior management.
- Does a non-executive director have the same legal duties as an executive director?
- Yes. The seven general duties in sections 171 to 177 of the Companies Act 2006 are owed by every director of a UK company. There is no reduced standard for non-executives. Section 174's care, skill and diligence test is partly subjective, so a director with deep technical experience is judged against that experience.
- What is a technology non-executive director specifically?
- A non-executive director whose independent judgement is applied to the technology side of the business: delivery, architecture, technology spend, security and data protection, supplier arrangements, and the technical questions that arise in fundraising and diligence. The governance role is the same; the domain of assurance is technology.
- How much time does a non-executive director role take?
- It varies by company size, sector and committee load, and it has been rising. Rather than quote a figure that would be out of date, the current benchmark surveys are listed in the sources section of this page.
- What is the difference between a non-executive director and a fractional CTO?
- A NED is a member of the board with the full statutory duties of a director, providing independent oversight of the executive. A fractional CTO works inside the business, part-time, owning and shaping technical decisions. The two should be kept separate: a person providing independent assurance to the board should not also be the person whose work is being assured.
- Does the UK Corporate Governance Code apply to private companies?
- Not directly. The FRC's UK Corporate Governance Code applies to companies with a UK premium listing. Private company boards frequently use it as a reference point for good practice, but compliance is not a legal requirement for them. The Companies Act duties, by contrast, apply to every UK company director.
Sources
- Companies Act 2006, Part 10 Chapter 2, sections 170 to 177 (general duties of directors). legislation.gov.uk. Accessed 3 August 2026.
- Financial Reporting Council, UK Corporate Governance Code 2024 (published 22 January 2024; applies from 1 January 2025, Provision 29 from 1 January 2026). frc.org.uk. Accessed 3 August 2026.
- For current NED fee and time-commitment benchmarks: MM&K, Life in the Boardroom — 2025/2026 Chair and Non-Executive Director Survey (October 2025, 168 directors covering 435 board appointments), and Korn Ferry, 2026 Non-Executive Director Pay Report (February 2026). Figures are not reproduced here because both are updated annually and a number quoted on a web page goes stale faster than the page does.
This guide is general information about the role, not legal advice on a specific appointment. Where it draws on my own board experience rather than a cited source, it says so.
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Tell me about the board, the stage the business is at, and the technical question nobody can currently answer. Based in Manchester, UK, working with boards in the UK and internationally.