Useful information for Non-executive Directors

This area provides information for chairs and non-executive directors of NHS Trusts to support them in their roles. The Non-executive Appointments Team are available to support our chairs and non-executive directors with advice and guidance on governance issues, and recruiting or re-appointing non-executives.


Keely Howard Non-executive Development Manager 0300 123 2054
Helen Barlow Non-executive Appointments Manager 0300 123 2038
Leslie Horn Non-executive Appointments Officer – London Area 0300 123 2057
Miriam Walker Non-executive Appointments Officer – North Area 0300 123 2059
Sharon Davies Non-executive Appointments Officer – Midlands and the East Area 0300 123 2068
Ann-Marie Drummond Non-executive Appointments Officer 0300 123 2011

If there is other information that would be helpful to include here please let us know.

Information about appointments

Public service values are at the heart of the NHS. Chairs and non-executives are expected to subscribe, understand and commit to the personal behaviours, values, technical competence and business practices outlined in “The standards for members of NHS boards and clinical commissioning group governing bodies in England” produced by the Professional Standards Authority.


Further important information about the appointments of chairs and non-executive directors of NHS Trusts is available below.

Appointment information April 2016


NHS Improvement believes that participation in formal induction training is critical to success in a non-executive role. We have worked with the HFMA and other partners to develop an induction package to support new non-executive directors of NHS Trusts and Provider Trust. Information about the program for 2017 will be available shortly.

“The healthy NHS board”outlines principles for good governance to support boards in exercising their responsibility to put quality at the heart of all they do.

The Healthy NHS Board 2013

Performance appraisal

An effective appraisal process is important to ensure that chairs and non-executives feel motivated, well supported and confident to deal with the many issues and challenges they will face in their role. An effective appraisal will enable chairs and non-executives to evaluate their performance, receive constructive feedback, build upon strengths and address any areas for development.



Chair Appraisal documentation and guidance

360 chair feedback tool 2017

New chair appraisal documents

New chair appraisal process 2017

Non-executive Director Appraisal documentation and guidance

Chairs of NHS trusts are responsible for ensuring that non-executive directors receive regular appraisals of their performance, at least annually. Trusts can determine the approach to appraisal that is most relevant to their own circumstances. As a minimum, however we have developed a single page summary form.  To support an effective appraisal process there is a good practice guide to appraisals.

20170315 NED Appraisal Summary 2017

Appraisal Good Practice Guide

The NHS Leadership Model describes nine behaviours which together contribute towards strong and effective NHS leaders.  Chairs and non-executive directors will need to demonstrate this range of behaviours and the highest standards of conduct required to contribute effectively in this board level role.  Copies of the role descriptions and a framework for assessing the NHS leadership behaviours are available.

NHS-Trust-Chair-Role-and-behaviours-Framework April 2017

NHS-Trust-NED-Role-and-behaviours-Framework April 2017

NHS Trusts should keep copies of non-executive appraisals forms and share copies with those who have been appraised.  They will be needed to support future re-appointments or as evidence of poor performance. NHS Improvement do not intend to collect non-executive director appraisals routinely but will request them as and when required.


The level of remuneration paid to the chairs and non-executive directors is set by the Secretary of State for Health. All NHS trusts are allocated to one of three remuneration bands, dependent on their turnover. The current rates of remuneration payable to chairs and non-executive directors increased by 1% from 1 April 2013 and are set out below:

Band 1 Chairs   £23,600

Band 2 Chairs  £21,105

Band 3 Chairs  £18,621

NHS Trust NEDs £6,157

These are the standard rates except where the Secretary of State has agreed an exceptional rate. Chairs and non-executives are not employees.

The Her Majesty’s Revenue and Customs (HMRC) has determined however that the nature of the appointment means that the status of chairs and non-executives is “employment like” and that as such they are liable to income tax on their remuneration under Schedule E and Class 1 National Insurance Contributions (NIC). As a result, any tax liability and NIC will be deducted at source under the PAYE scheme. It is not possible for chairs and non-executives to be paid their remuneration gross, unless the HMRC issues a nil tax code. It is for individuals to make any such personal arrangements with HMRC.

The legislation governing the payment of chairs and non-executives of boards means that they can only be paid remuneration at the levels determined by the Secretary of State. This includes any work on any of the organisations committees.


Expenses rates paid to NHS Trust chairs and non-executives are set by the Secretary of State for Health. We have complied an information sheet on expenses for chairs and non-executive directors drawing together everything in one place.



NHS Trusts are empowered to indemnify chairs and non-executive directors against personal liability which may be incurred in certain circumstances whilst carrying out their duties. HSC 1999/104 gives details.


Declaration of interests

Any conflict of interest needs to be dealt with in accordance with existing Codes that operate within the Trust.  Chairs and non-executive directors should act impartially and should not be influenced by social or business relationships.  No one should use their public position to further their private interests.  Where there is a potential for private interests to be material and relevant to NHS business, the relevant interests should be declared and recorded in the board minutes, and entered into a register which is available to the public.  When a conflict of interest is established, the board director should withdraw and play no part in the relevant discussion or decision.

NHS Improvement has asked Ministers to consider amending the NHS Trust (Membership and Procedure) Regulations so that where appropriate, we could consider appointing people who are either NHS employees or on the board of other NHS organisations.  The attached paper outlines how NHS Improvement intends to handle any conflicts of interest that might arise as a result of making appointments under any such new arrangements.


Visiting guidelines

If chairs or non-executive directors are required to visit wards or other areas with access to patients as part of their role they should ensure:

  • It is clear why they are visiting and what the expected outcome is
  • The visit is planned beforehand, identifying where they are going and who they will need to speak to and notifying senior staff well in advance
  • Visits to areas that give access to patients are made with someone else
  • They identify themselves to ward staff and who should be clear about the purpose of the visit
  • When speaking to patients ensure they are clear about they you are and why they are there


Non-executive directors can resign at any time by giving notice in writing to NHS Improvement.  It is helpful to explain the reason for the resignation, in case there are any issues that NHS Improvement should try to address.  Where possible, chairs should first liaise with NHS Improvement and non-executive directors with their chair to agree a leaving date.

Suspension and removal from office

NHS Improvement has produced a policy which sets out the principles and processes that they will use to establish whether and how a chair or non-executive director of an NHS Trust should be suspended or removed from office. The policy incorporates three separate but interconnected pathways: seeking resignation, suspending the office holder and terminating the appointment.


NHS Improvement’s provider board membership and diversity survey

NHS Improvement (NHSI) is working closely with partners on “Developing People – Improving Care”, the National Strategy for Improvement and Leadership Development. We want to help NHS provider boards and board members to be the best they can be. This is why two of our key objectives are to “develop leadership capability across the sector” and to “expect every provider board to reflect the diversity of the people they serve, including gender balanced boards”. If these objectives are to be met, we must first understand the current make-up of NHS provider boards. While individual boards publish a considerable amount of data about their board members, very little is known about board diversity across the sector.

In November 2016, NHS Improvement’s Non-executive Development Team launched the “NHS provider board membership and diversity survey”. This is the first comprehensive national survey about the composition and diversity of NHS provider boards, including information relating to a range of key protected characteristics (such as age and gender).

The first stage of the exercise, to ask NHS provider board secretaries to provide details of the membership of their boards, is well underway and over 200 NHS providers have already responded.  To ensure that our board members know and understand what personal data we are collecting and why, we are then contacting each board member personally.  We have sent an individual email to over 3,000 board members with a unique link that that gives them access to the online board membership and diversity survey.

This information will enable NHS Improvement to develop a detailed picture of board membership, which will in turn help us to support organisations in the recruitment, development and retention of the best and most diverse boards and board members.

To this end we have done some initial analysis of the data, focusing on women as they form half the population, and have presented our initial findings below.  At this point, the analysis is based on only a partial data set but it is still rich in information.   The Non-executive Development Team are still getting a steady trickle of questionnaire responses back and are hopeful that we will be able to get the response rate up further for an even clearer picture.  Thank you to all those who have already taken the time to complete the online questionnaire to date – your contribution is really important to us

If you would like any further information, please contact:
Ness Clarke
NHS Improvement
0300 123 2063

Board Membership & Diversity Survey – March 2017

Useful Reading

The Accountability Framework for NHS Trust Boards (NHS Trust Development Authority)

Securing Sustainability – Planning Guidance of NHS Trust Boards 2014/15 to 2018/19 (NHS Trust Development Authority)

The Healthy NHS Board 2013

Equality Delivery System for the NHS

Quality in the New Health System

The NHS Constitution

Healthcare Leadership Model

Seven Principles of Public Life

Appraisal Good Practice


Useful websites

NHS Leadership Academy

Care Quality Commission


NHS England

Foundation Trust Network

The Kings Fund

The Healthcare Financial Management Association



In Information for Appointees

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