How many non-executive director roles are too many? Understanding overboarding
Building a portfolio of non-executive director roles can be rewarding, but every appointment brings a significant and continuing responsibility. Board meetings are only one part of the commitment. Preparation, committee work, stakeholder engagement, development and unexpected events can all place additional demands on a NED’s time.
There is no universal number of roles that is right for every non-executive director. The important question is whether the individual has sufficient capacity to contribute effectively to each board, including when circumstances become challenging.
Key takeaways
- There is no general legal limit on the number of UK non-executive director positions an individual may hold.
- Overboarding occurs when a director’s commitments affect or could reasonably be expected to affect their ability to fulfil each role properly.
- The nature and complexity of appointments matter more than the headline number.
- Chairs, committee chairs and directors of regulated or complex organisations usually need to allow for a greater time commitment.
- NEDs should assess their capacity against demanding scenarios, not only the normal board calendar.
- Boards should examine candidates’ complete portfolios and continue monitoring directors’ capacity after appointment.
What is overboarding?
📝 Definition: Overboarding describes a situation in which a director holds so many board or professional commitments that they may not have sufficient time and capacity to discharge each role effectively.
It is not simply a matter of exceeding a fixed number of appointments. A portfolio may become too demanding because of the scale, complexity or condition of the organisations involved or because several boards require additional attention at the same time.
For example, three straightforward advisory appointments are unlikely to carry the same demands as chairing a listed company, leading an audit committee and serving on the board of a regulated financial institution.
How many NED positions can one person hold?
For most UK directors, there is no prescribed maximum number.
The UK Corporate Governance Code 2024 does not impose a general five-role limit on NEDs. Instead, it states that non-executive directors should have sufficient time to meet their responsibilities. When making an appointment, boards should consider other demands on the director’s time, and significant commitments should be disclosed before appointment.
The Code does set a more specific expectation for full-time executive directors: they should not accept more than one non-executive directorship in a FTSE 100 company or another significant appointment.
When making new appointments, the board should take into account other demands on
directors’ time. Prior to appointment, significant commitments should be disclosed with an
indication of the time involved. Additional external appointments should not be undertaken
without prior approval of the board, with the reasons for permitting significant appointments
explained in the annual report. Full-time executive directors should not take on more than one
non-executive directorship in a FTSE 100 company or other significant appointment.Provision 15
Some regulated organisations may be subject to additional requirements, while institutional investors and proxy advisers may apply their own overboarding policies when assessing directors. NEDs should therefore check the rules and expectations relevant to each organisation.
Why counting non-executive roles is not enough
Two roles carrying the same title may require very different levels of involvement. Capacity should be assessed by considering:
- The organisation’s size, complexity and regulatory environment
- Whether it is growing, restructuring or experiencing financial difficulty
- The expected number and length of board and committee meetings
- Travel and international responsibilities
- Whether the NED will chair the board or a committee
- Preparation, stakeholder engagement and development requirements
- Other executive, advisory, trustee or professional commitments
- The potential for several organisations to face a crisis simultaneously
A role advertised as requiring two days per month may demand considerably more during a transaction, leadership change, regulatory issue, cyber incident or financial crisis.
Why does overboarding matter?
Non-executive directors are subject to the same statutory directors’ duties as executive directors. These include the duty to exercise reasonable care, skill and diligence.
A lack of capacity can lead to 👉
- Poor preparation for meetings
- Limited engagement outside the boardroom
- Missed warning signs
- Superficial challenge of management
- Slow responses during a crisis
- Reduced availability to support the chair and executives
- Conflicts between the needs of different organisations
- Reputational damage for the director and the boards concerned
Good attendance alone does not demonstrate effectiveness. A director may attend every scheduled meeting while still lacking the time to read papers thoroughly, develop their understanding or contribute between meetings.
📌How should NEDs assess their capacity?
Before accepting another appointment, ask:
- What does the role require in practice—not only in the appointment letter?
- What additional work comes with committee membership or chairing responsibilities?
- What is the organisation’s current financial, operational and governance position?
- Could I remain available if this organisation entered a crisis?
- What would happen if two of my boards required urgent attention simultaneously?
- Do my other boards need to approve or be informed about this appointment?
- Could the new role create conflicts of interest or competing duties?
NEDs should also build contingency time into their portfolios. A schedule that works only when every organisation performs according to plan leaves no resilience when circumstances change.
What should boards do about overboarding?
The nomination committee and chair should consider capacity during recruitment, induction and annual board evaluation.
Good practice includes:
- Requesting full disclosure of board, executive and significant advisory commitments
- Discussing the actual time required by each appointment
- Seeking approval before a director accepts a significant additional role
- Reviewing attendance, preparation and contribution—not attendance alone
- Considering whether the director remains available between formal meetings
- Revisiting capacity when an organisation or the director’s portfolio changes
- Addressing concerns early and directly
The company secretary can support this process by maintaining accurate information on directors’ external commitments and highlighting potential pressures. However, responsibility for managing capacity is shared by the director, chair and board.
💡 A practical principle for aspiring NEDs
If you are seeking your first non-executive position, do not treat it as an occasional activity that can simply be fitted around existing work.
Understand the legal duties, conduct appropriate due diligence and test whether you have sufficient capacity before accepting the appointment. The goal should not be to accumulate the largest possible portfolio, but to make a valuable and responsible contribution to every organisation you serve.
If you are preparing for your first appointment, explore our resources for those new to the NED role or consider the NED Accelerator® Programme, which provides a practical pathway from defining your board value proposition through to securing and preparing for your first role.
Frequently asked questions
1️⃣ Is there a legal limit on the number of NED roles someone can hold in the UK?
There is no general statutory maximum for most UK directors. However, regulatory requirements, governance codes and investor policies may apply in particular organisations or sectors.
2️⃣ Is five NED positions the maximum?
No universal five-role limit applies. Five relatively straightforward appointments may be manageable for one portfolio NED but excessive for another particularly where the individual holds chair or committee leadership responsibilities.
3️⃣ Do chair roles require more time than ordinary NED roles?
Yes. Chairs lead the board, manage key relationships and may be expected to respond quickly when difficult issues arise. Committee chair roles can also require substantial additional preparation and engagement.
4️⃣ Does a trustee position count when assessing overboarding?
Of course. Even where a role is voluntary, it carries governance responsibilities and requires time. Executive work, advisory roles and other significant commitments should also form part of the assessment.
5️⃣ Who is responsible for preventing overboarding?
The director is responsible for assessing and managing their capacity. The chair, nomination committee and wider board should also scrutinise external commitments before appointment and monitor capacity thereafter.
Written by Elise Perraud, NEDonBoard COO, NED, committee chair and board trustee
