Non-executive director (NED) : a board member with no executive or managerial responsibility for the company's operations and preferably independent of any other connection with the company. NEDs should act as a balance to executive power and bring independent judgement to bear on strategy, performance, resources, appointments and standards of conduct. The recent Marconi too-little-too-late boardroom coup, the massively damaging debacle at Enron and other recent cases of NED impotence or inactivity (see pages 155 & 156) has once again opened public debate. The touchstone has been remuneration contracts of top executives especially bonuses due when they resign or are sacked, regardless of their success or lack thereof. The wider issue concerns how those contracts were designed and approved and thus on the power and limitations thereto of NEDs on the boards of Britain's publicly quoted companies. According to current codes of conduct and recommended best practice, the roles and responsibilities of UK NEDs are becoming more rigorous and more onerous . Aside from sharing the same legal responsibilities (Companies Acts) as any executive company director, NEDs are now expected to exercise more control and to blow the whistle publicly when - or even before - things go pear-shaped. And ...