IoD calls for a bold new approach to non-executive leadership

The Institute of Directors (IoD) has today published ‘NEDs Reimagined: A post-Higgs review of the role and contribution of non-executive directors‘, a landmark report from its independent Commission chaired by The Rt Hon. Baroness Evans of Bowes Park.

The report calls for a fundamental rethink of what makes boards effective in today’s complex business environment – more than two decades after the influential 2003 Higgs Report first set the blueprint for non-executive leadership in the UK.

While the principles of the Higgs Review remain vital, the IoD Commission argues that the time has come for boards to evolve from a model of periodic oversight to one of active, informed, and adaptive stewardship.

Embracing strategic insight and long-term value creation

The report highlights how the environment for boards has changed profoundly – shaped by digital transformation, sustainability imperatives, cyber risk, geopolitical uncertainty, and public scrutiny.

NEDs today are expected not only to provide independent oversight but also to shape strategy, culture, and long-term value creation.

Jonathan Geldart, Director General of the IoD, said:

“Recent corporate failures have prompted fresh questions about how boards and directors function, and whether current approaches to non-executive leadership remain fit for purpose. That is why the IoD convened this Commission to evaluate if NEDs are adding value and identify how they might be better supported to navigate an uncertain, changing, and unpredictable climate.

“The contribution of NEDs remains vital across all types of organisations. In a time of uncertainty and rapid change, boards need directors who are bold, engaged, and forward-looking. This report provides a practical roadmap to help businesses strengthen governance and build more effective boards.”

Four priorities for modern boards

The Commission identified twelve core findings to enhance board effectiveness and the role of NEDs, with four emerging as top priorities:

1. NED independence should be conceived less narrowly, focusing on independence of mind, cognitive diversity as well as criteria avoiding potential conflicts of interest.
2. Boards should be less conservative in their approach to NED recruitment, moving beyond the traditional pipeline of former executives.
3. NEDs must bring greater energy and curiosity to the role.
4. Boards should spend more time within the business to better understand and support its operations.

Baroness (Natalie) Evans, Chair of the IoD Commission, said:

“Given today’s complex business environment, what made for a good board in 2003 is not necessarily what makes for a good board in 2026. It’s time to rewire the boardroom. Boards must evolve from a model of periodic oversight to one of informed, adaptive leadership.

“However, improved NED effectiveness cannot be solely mandated by government. It depends on a change in mindset – where curiosity, courage and commitment define the boardroom of the future.

“It is our hope that this report encourages boards to reflect, challenge assumptions and take practical steps to ensure their NEDs are as effective and impactful as possible.”

The report also recommends that boards:

• Provide clearer expectations, feedback, and professional development for all directors.
• Equip NEDs with independent resources, digital literacy, and a working understanding of AI and emerging technologies.
• Align NED remuneration with the increasing demands and responsibilities of the role, particularly in unlisted and smaller companies.

The full report – ‘NEDs Reimagined: A post-Higgs review of the role and contribution of non-executive directors’ – is available to download from the IoD website.