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
    L-1615 Luxembourg
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Date and Time

From 27/09/2018 08:00
To 27/09/2018 17:30

CPD Hours

8.0 hours


ILA - Institut Luxembourgeois des Administrateurs



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