Case Studies

When a good NED stays too long

Some of the most respected NEDs on family boards are no longer adding real value. The difficulty is that it rarely feels obvious, and even more rarely gets addressed directly.

Non-executive directors can play an important role in founder-led and family-owned businesses. At their best, they bring perspective, judgement and a degree of independence that is difficult to replicate from within. They help shape decisions, challenge thinking and, at times, steady the business when things feel uncertain.

That contribution can be significant, particularly in earlier stages of growth or during periods of change. But it is not fixed, and it does not carry the same weight indefinitely.

Why tenure matters more than we admit

In public companies, this is recognised more formally. The UK Corporate Governance Code sets a clear expectation that non-executive directors should not typically serve beyond nine years, with independence becoming harder to justify over time. There is flexibility, but the principle is clear. Fresh perspective matters, and independence has a natural shelf life.

In founder-led and family businesses, that discipline is rarely applied in the same way.

Relationships run deeper. Trust is built over many years. And in a number of cases, the NED sitting around the table today was appointed by the previous generation, often at a very different stage in the life of the business.

The generational tension beneath the surface

The NED may have worked closely with the founder, helping to guide the business through earlier stages of growth or transition. They often hold a deep understanding of how and why decisions have been made. In many respects, they become part of the business rather than standing slightly apart from it.

As leadership passes to the next generation, the needs of the business start to shift. The challenges evolve, the pace often increases, and expectations of the board move with it. What was right for the business five or ten years ago is not always what is needed now.

Yet the composition of the board often remains unchanged.

For the rising generation, this can be difficult to navigate. The NED may be closely aligned with the outgoing generation and highly respected for the role they have played. Challenging their position, or even questioning whether the role still fits, can feel uncomfortable, so the question tends not to be asked directly.

When familiarity replaces independence

Instead, something more gradual happens. Familiarity begins to replace objectivity. Challenge softens, not because it is no longer possible, but because the context has become shared. The NED continues to contribute, but increasingly through a lens shaped by past decisions rather than current needs.

At that point, the issue is not capability. It is relevance.

The issue is not whether the NED is capable. It is whether they are still relevant to what the business now needs.

Where the risk actually shows up

Boards do not just oversee the business. They shape the thinking that sits behind leadership decisions. If that thinking is too settled, or too anchored in the past, it affects how roles are defined, what is prioritised, and ultimately who is appointed.

This tends to come into focus when a business is approaching a leadership appointment.

The brief is not quite clear. Expectations are not fully aligned. There is a sense that something needs to change, but no shared view of what that change actually looks like. In that environment, even strong candidates can struggle, because the role they are stepping into has not been properly defined.

The roots of that are often in the boardroom. A NED who once added significant value may still be respected, but no longer stretching the thinking in the way the business now requires. The perspective that was once independent has, over time, become embedded.

Taking a more deliberate approach

A more deliberate approach to tenure helps address it.

This does not mean applying public company rules rigidly, but it does mean recognising the principle behind them. Independence evolves. Perspective can become fixed. And the needs of the business change, particularly as leadership passes from one generation to the next.

Introducing defined terms, or at least clear review points, creates a more natural moment to step back and ask whether the board is still set up in the right way.

In some cases, the answer will be yes. In others, the business may need something different. A different type of experience, a different style of challenge, or simply a fresh perspective that reflects where the business is heading rather than where it has been.

Rotation, when handled well, is less about replacing individuals and more about keeping the board aligned to the future of the business.

Why this matters at the point of appointment

At TWYD, this tends to come into focus at the point where a leadership decision matters. The question of whether the current board is set up to support that decision is not always raised directly, but it is often sitting just beneath the surface.

Because the quality of a leadership appointment is shaped by the clarity of the thinking behind it, and that thinking is shaped by the board.

If the board’s thinking is anchored in the past, the appointment it makes will be too.

A final thought

The most effective founder and family businesses recognise that NED roles are not permanent positions. They are time-bound contributions, linked to the needs of the business at a particular point in time.

They revisit them. They refresh them. And when needed, they change them, not because the individual has stopped being capable, but because the business has moved on.

Because in the end, a NED role is not about tenure. It is about impact.

About the Author

David Twiddle specialises in the people and leadership challenges that shape family businesses. He works closely with founders and multi generation families to bring clarity to roles, decision making and future leadership. His perspective is grounded in more than twenty years advising family enterprises across the UK.

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