Close this search box.

Directors' responsibilities  |  First-time NEDs

Expert interview: non-executive directors with a legal background


For companies looking to recruit NEDs with a legal background, Ronald Drake’s interview highlights some useful considerations and is likewise helpful to those looking for a non-exec role.


My advice to Boards seeking to recruit a NED with a legal background is to ascertain whether candidates have corporate law awareness.

Though legal training is an excellent analytical discipline, practice in areas not involving direct corporate governance responsibilities (e.g. Family or Criminal law) may not be as helpful to a Board’s corporate unitary function as would be legal practice experience in commercial, company structures or employment law.

NEDs without legal experience need to consider the following:

1 – What are a NED’s terms of reference?

2 – What are a NED’s legal responsibilities/liabilities?

3 – What are the prime legal, social and commercial responsibilities of the organisation of which you are a NED – what functions/purposes is it established to fulfil?

In my experience, these are areas of thought frequently overlooked but which require constant review.

Another important issue is the importance of maintaining a constructively critical capacity and not allowing personal relationships which can develop with exec Directors to deflect one as a NED from the prime task of being totally on top of governance by being detached. It is important not to “go native”!

NEDs from legal background need to really understand the financial realities of the organisation and how its survival is linked to good grip on fiscal control. Similarly, it is important to be fully centred on understanding how the organisation lives and breathes as a social organism.


Ronald Drake’s background as a NED started with his “apprenticeship” with a number of different and successive voluntary/unpaid positions with Arts and Charity based bodies in which, as part of his firm’s CSR programme, he was encouraged to participate. He started with Arts&Business Yorkshire, Kirklees Media Centre, Music and the Deaf and then latterly was appointed to a stipended NED post with Airedale NHS Foundation Trust, a successful district general hospital Trust in whose catchment area he lives.


To develop further your knowledge and skills and qualify as a professional NED, please visit our training page and register your attendance to upcoming events.

For those new to the NED role, we encourage you to visit the NED Accelerator course page. The NED Accelerator Programme is a dedicated training course to fast track your transition to non-executive directorship.