Non-executive director, UK
Technology non-executive director, UK.
A technology non-executive director is a board-level appointment that gives directors independent scrutiny of technology risk, delivery claims and spend. In the UK the role carries the same statutory directors’ duties as an executive director under the Companies Act 2006, including liability.
Board hearing technology updates it has no way to challenge? I take non-executive and advisory seats with technology-led businesses across the UK. Former CTO and COO, and founder of my own consultancy for over fifteen years, so I read both the technical detail and the commercial pressure on the executive team.
In the UK, a NED carries the same statutory duties as an executive
Section 170(1) of the Companies Act 2006 states that the general duties in sections 171 to 177 are owed by a director to the company. The Act draws no distinction between executive and non-executive directors, so the seven general duties apply in full to a part-time board appointment:
- s.171 — act within powers
- s.172 — promote the success of the company
- s.173 — exercise independent judgment
- s.174 — exercise reasonable care, skill and diligence
- s.175 — avoid conflicts of interest
- s.176 — not accept benefits from third parties
- s.177 — declare interest in a proposed transaction or arrangement
That matters when you appoint a technology NED. The seat is not an advisory conversation with a title attached; it is a directorship with liability, and s.174 in particular is why a board benefits from someone who can actually read the technical evidence rather than accept the assurance. Companies Act 2006, Part 10, Chapter 2.
The 2024 Code, and why it reaches beyond listed boards
Internal controls are now a board declaration
The FRC published the UK Corporate Governance Code 2024 on 22 January 2024. It applies to companies in the commercial companies and closed-ended investment funds categories of the UK Listing Rules, from accounting periods beginning on or after 1 January 2025 — with the exception of Provision 29, which applies from 1 January 2026.
Provision 29 requires the board to monitor the risk management and internal control framework, review its effectiveness at least annually across all material controls — financial, operational, reporting and compliance — and then publish a declaration of effectiveness as at the balance sheet date, naming any material control that was not operating effectively and the remedial action taken.
Most of my clients are private and outside the Code’s formal scope. It still matters to them, because acquirers, investors and enterprise customers increasingly diligence private companies against the listed standard, and because a material control that is not operating effectively is very often a technology control. That is precisely the evidence a technology NED is there to read. FRC, UK Corporate Governance Code 2024.
When a board needs one
The moments this role earns its place
Your board cannot evidence its own controls
Provision 29 of the 2024 Code lands on listed boards from 1 January 2026, and private acquirers are already asking the same question. Someone has to test whether the material technology controls actually operate, not just whether they are documented.
Everything technical sits with one person
Key-person dependency on a single technical founder or lead is a board-level risk, not an engineering one. Under s.174 it is the board's job to have taken reasonable care over it, which means naming it before it becomes a crisis.
You are UK-regulated and the evidence is thin
UK GDPR, the DSP Toolkit in health, Gambling Commission obligations and ISO 27001 all need a director who can read the underlying evidence rather than accept a summary from the team producing it.
A UK raise or trade sale is coming
Series A and B rounds and trade buyers put the technology under a spotlight, and increasingly hold private targets to listed-company governance expectations. An independent voice who has been through it beats a tidy deck.
What I bring to a board
Independent judgment, as s.173 requires
I hold no supplier relationships and sell no development capacity, so the challenge I bring to the board is not carrying anything else with it.
Technical evidence a board can test
Architecture, security, key-person dependency and supplier lock-in, described so every director can interrogate it — not only the ones with a technical background.
Control effectiveness, not control documentation
The 2024 Code asks whether material controls operated effectively. I look at what the systems actually did, and say plainly where the answer is no.
Diligence readiness for UK rounds
Growth capital at series A and B with private equity houses and private funds, and the technical questions those processes reliably produce.
Sectors and experience
Where I have held these seats
Advisory and board roles
Strategic Advisor
RavenTrack
2024 — present
CTO Advisor
Infohealth
2020 — present
Advisor and CTO
ClickTech (Adzooma)
2020 — 2025
CTO Advisor
Grace Media
2024
Strategic Advisor
Ocuwell
2023 — 2024
Sectors
- Fintech
- iGaming and gambling
- Digital health
- SaaS
- Data
- Agencies
Based in Manchester, UK, working with boards across the UK.
How the engagement works
Board meetings, plus availability to the chair and the executive team between them. Most of the value lands before a decision reaches the board, so being reachable matters more than the meeting itself.
I write things down. A conversation is useful; a written read your board and your development team can both act on is more useful.
I have no development team to keep busy and no supplier referrals to protect, so the advice has nothing attached to it. If the seat is not the right fit, I will say so.
What boards say
“Engaging Tim as an advisor was one of the best decisions we made for our company. Tim brings a wealth of experience, knowledge and a fresh perspective to the boardroom. He has helped us to make better strategic decisions, improved our governance and brought valuable connections to the table.”
“Tim is results driven with all his endeavours, focused on the delivery of on-time solutions to the benefit of the business, an assured change manager who incorporates business change and technology to maximum effect. Tim also excels at closing the communication gap between less technical senior managers and the hands-on development team.”
Questions
Non-executive director FAQs
- What is a technology non-executive director?
- A non-executive director sits on the board but does not run the business day to day. A technology non-executive director brings independent challenge specifically to the technical side: whether the architecture, the delivery plan, the security posture and the technology spend stand up to scrutiny, and whether the board is being told the whole picture.
- Do UK non-executive directors have the same legal duties as executives?
- Yes. Section 170(1) of the Companies Act 2006 states that the general duties in sections 171 to 177 are owed by a director to the company, and the Act makes no distinction between executive and non-executive directors. A NED carries the duty to exercise reasonable care, skill and diligence under s.174 in the same way an executive director does.
- Does the UK Corporate Governance Code apply to a private company?
- Not formally. The FRC's 2024 Code applies to companies in the commercial companies and closed-ended investment funds categories of the UK Listing Rules. Private boards still feel it, because investors, acquirers and enterprise customers diligence against the listed standard — and Provision 29, which applies from 1 January 2026, requires a published declaration on the effectiveness of material controls.
- How much time does a UK board seat take?
- Board meetings plus availability between them. Most of the value is in the conversations that happen before a decision reaches the board, so I stay reachable to the chair and the executive team rather than appearing only on meeting days.
- How is this different from a fractional CTO?
- A fractional CTO works inside the business, owning technical decisions and leading the team. A non-executive director sits outside it, holding the executive to account and giving the board independent assurance. I keep the two separate, and I will say which one you actually need.
- Which sectors do you take UK board seats in?
- Fintech, iGaming and gambling, digital health, SaaS, data and agencies, from seed-stage companies through series A and B and into corporate ownership.
Looking for a technology non-executive director?
Tell me about the business, the stage it is at, and what the board is missing. If it is a fit I will say so, and if it is not I will tell you that too.