The Challenge of the Non-Executive Director

"Aligning professional duties with stakeholder expectations"

The course registration is closed. Please contact the ILA team for support –

Course outline

This course will explore the challenges facing the non-executive director (NED) on the Board in dealing with stakeholder, group and personal interests relative to independence issues.

Course highlights

  • Shareholder and Stakeholder expectations of the NED

    • Direct stakeholders: Shareholders; investors; employees

    • Indirect stakeholders: Society; government; partners; suppliers, customers and more

    • Shareholder concentration and group interest expectations

    • Shareholder engagement: What is expected?

  • Role and responsibilities of the NED in the Regulatory context

    • “Soft Law” & regulatory expectations on NED duties

    • Market Abuse & Insider Trading risks

  • Boardroom dynamics – the unique role of the NED

    • Boardroom politics and conduct

    • Boardroom nemesis: Groupthink

    • The non-executive voice in decision taking

    • Standing alone: Acting in the face of doubt

  • Split Loyalties – Whose Director are you anyway?

    • Nature of the NED nomination and mandating process

    • Group interest versus company interest

    • Business Line conflicts within the organization

    • Dealing with conflicting expectations

  • Complexities, dilemmas and conflicts -  An interactive discussion of experience and solutions

    • Dealing with personalities

    • Them and us: Building trust with the executive

    • Them and us: Conflict Management in the face of group interest

    • Managing conflict of interests

Benefits of the program

This program will enable participants to:

  • Better understand the role and mandate of the NED within the company and towards external, nominating parties

  • Understand shareholder and stakeholder expectations of the NED role

  • Explore the key loyalties and responsibilities of the NED and how to satisfy them

  • Increase awareness to conflict of interest and market abuse risks

  • Identify the key qualities and skills required of an effective NED

  • Strengthen the ability of the NED to manage shareholder/stakeholder expectations

Target audience

  • Recently appointed / or to be appointed NED

  • NED’s holding board mandates in companies with dominant shareholders

  • Chairpersons, board members and executives who interact with NEDs and INEDs, and who wish to further develop their understanding of the NED’s role 


Chambre de Commerce du Luxembourg
7, Rue Alcide de Gasperi
    2981 Luxembourg
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Date and Time

From 04/12/2019 08:00
To 04/12/2019 17:30

CPD Hours

8.0 hours


ILA - Institut Luxembourgeois des Administrateurs



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