Reimagining Non-Executive Directors: Insights from the IoD’s Landmark Report
Published: 19 January 2026
Commentary
Professor Irene-marié Esser reflects on the Institute of Directors’ NEDs Reimagined report — a timely re-examination of the role, contribution and future of non-executive directors in modern governance, and what it means for boards, companies and leadership practice today.
The landscape of corporate governance has shifted dramatically over the past twenty-plus years. In January 2026, the Institute of Directors (IoD) published a major new business paper, NEDs Reimagined: A post-Higgs review of the role and contribution of non-executive directors, calling for a fundamental re-think of how non-executive directors (NEDs) add value in boards and businesses across the UK and beyond. This landmark report, delivered by an independent Commission chaired by The Rt Hon. Baroness Evans of Bowes Park, reflects on the legacy of the 2003 Higgs Review and proposes a refreshed, forward-looking agenda for non-executive leadership.
As Senior Advisor at the IoD and author of the IoD paper, I’ve been privileged to see first-hand the depth of thinking that went into this project. At its heart, NEDs Reimagined urges boards, listed and private, large and small, to move beyond a traditional model of episodic oversight towards one of active, informed and adaptive stewardship. The business environment that boards operate in today is more complex, fast-moving and uncertain than ever before, shaped by digital transformation, geopolitical risk, rapid technological change and rising expectations around sustainability and ethics.
A key theme of the report is that the definition of independence needs to evolve. Rather than a narrow focus on avoiding conflicts of interest, independence should be understood in terms of mindset and cognitive diversity. The Commission argues that NEDs should bring fresh perspectives and intellectual curiosity to the boardroom, challenging assumptions and encouraging better decision-making.
One of the report’s central recommendations is for boards to recruit more broadly. Too often, NED roles are filled from a traditional pool of former executives; instead, the report calls for greater openness to diverse backgrounds and experiences. This is not just about demographic diversity but about incorporating a range of skills, sector knowledge and ways of thinking that better reflect the complexity of today’s challenges.
Another priority is re-imagining how NEDs engage with the organisations they serve. The Commission stresses that effective non-executive leadership requires more than attending quarterly meetings. NEDs should immerse themselves in the business, understand its operations and risks more deeply, and build constructive relationships with executives. This approach helps ensure governance is not confined to compliance but becomes a dynamic force for strategic insight and resilience.
Alongside these cultural and behavioural shifts, NEDs Reimagined also makes practical suggestions. Boards are encouraged to clarify expectations for NEDs, provide structured feedback, support continuous professional development and ensure remuneration reflects the increasing demands of the role. The report also highlights the importance of digital literacy and understanding emerging technologies, including AI — an area of governance that is rising rapidly up board agendas.
The conversation around non-executive directors has already gained traction on professional networks. The IoD shared this report on LinkedIn, emphasising the need for boards to evolve and offering a practical roadmap to enhance board effectiveness. Discussions highlight the shift from a tick-box governance approach towards a more engaged and strategically contributory model of directorship.
For me, contributing to this work has been particularly rewarding. It reflects a sustained engagement with the theory and practice of governance, and aligns closely with broader research interests in corporate law, accountability and organisational effectiveness. In my recent professional reflections shared on LinkedIn, I noted the importance of these collaborative governance efforts as part of a year of growth and partnership across different institutional contexts.
The NEDs Reimagined report is not just a theoretical exercise; it is a call to action. Boards today face unprecedented challenges and opportunities. Adopting a more dynamic, inclusive and forward-looking approach to non-executive leadership to strengthen governance, improve strategic outcomes and build long-term value. As the governance landscape continues to evolve, this report provides a much-needed framework for boards and directors seeking to lead with insight, curiosity and integrity.
Read more and download the full NEDs Reimagined report via the IoD website.
Listen to the IoD Podcast on this report.
First published: 19 January 2026