Beyond the Higgs Legacy: Why It Is Time to 'Rewire' the UK Boardroom
By Alexander Denny
More than 20 years have passed since Derek Higgs published his landmark 2003 Review of the Role and Effectiveness of Non-Executive Directors. At the time, the Higgs Review established the structural, compliance-driven blueprint that still defines corporate governance across the UK.
But what made for an effective board in 2003 is no longer fit for purpose in 2026.
The business landscape has fundamentally transformed. Boards today do not operate in a steady-state environment; they are navigating rapid technological disruption, complex geopolitical volatility, structural macroeconomic shifts, and intense regulatory oversight. Yet, all too often, corporate governance remains stuck in an outdated, tick-box compliance paradigm.
The Institute of Directors (IoD) recently published its landmark paper: NEDs Reimagined: A post-Higgs review of the role and contribution of non-executive directors. Having had the privilege of serving as a Commissioner on this independent review, chaired by The Rt Hon. Baroness Evans of Bowes Park, our mission was clear: evaluate what modern boardroom effectiveness actually requires and draft a blueprint to rewire UK governance.
Here are three core shifts from our 12 recommendations that define how we must reimagine non-executive directorship for the modern era.
1. Independence is a Mindset, Not a Checklist
For decades, boards have defined "independence" through a narrow, defensive lens—focusing almost exclusively on structural checkboxes, term limits, and the absence of material conflicts of interest.
While avoiding conflicts is a necessary baseline, the Commission argued that true independence is a behavioural quality: independence of mind.
An independent NED is not someone who merely signs off on executive proposals from a safe, comfortable distance. True independence requires the intellectual courage to challenge established assumptions, expose groupthink, and ask the difficult, systemic questions.
To achieve this, boards must actively foster cognitive diversity. We must seek out directors who think differently, bring varied analytical frameworks, and possess the psychological safety to voice alternative perspectives. If every director around the table shares the same executive background and corporate pedigree, "independence" is merely an administrative illusion.
2. From Episodic Oversight to Active, Curious Stewardship
One of our central findings was that the era of the "part-time, episodic" non-executive director is officially over. A board cannot deliver effective stewardship if its members only engage with the business through quarterly, pre-packaged board slides.
The Commission has called for a shift from passive oversight to active, informed, and adaptive stewardship.
What does this mean in practice?
Developing Active Curiosity: Excellent NEDs do not wait for issues to be highlighted in a risk register. They actively probe, seek independent data, and demonstrate a continuous appetite to learn and understand.
Being Present in the Business: Directors must spend time on the ground. Understanding the executive culture, experiencing operations firsthand, and building high-trust relationships with senior leadership is the only way to bridge the information asymmetry that naturally exists between executives and non-executives.
Mastering Digital and Emerging Risks: Modern stewardship requires technical literacy. In a boardroom navigating AI integration, cybersecurity threats, and complex ESG valuations, NEDs must actively upskill rather than delegating these critical domains to external "specialists."
This directly aligns with my personal philosophy of governance. Whether you are safeguarding members' assets on a pension board or guiding a listed fund, you have to be willing to "get your hands wet" to truly understand the operational realities of the business you govern.
3. Rewiring Board Recruitment
If we want bold, curious, and strategically engaged boards, we must dismantle the conservative, risk-averse pipelines of traditional board recruitment.
Too often, nomination committees reflexively hire from a highly restricted pool of former FTSE 100 or PLC executives. While corporate experience is valuable, this narrow focus excludes a vast wealth of transformation, technological, and entrepreneurial talent.
Our report urges boards to be less conservative in their recruitment and specifically prioritize capability gaps over familiarity. If a business is undergoing a digital transformation or entering highly complex private markets, the board needs directors who have successfully built, scaled, or pivoted operations in those exact environments—not just those who have sat on legacy PLC committees.
We must also ensure that board remuneration, particularly in unlisted and mid-market companies, is re-evaluated to reflect the vastly increased time demands, regulatory liabilities, and strategic responsibilities of the modern NED.
Moving from Compliance to Contribution
Improving board effectiveness is not something that can be mandated by the government or solved with another regulatory code update. It requires a cultural evolution.
As non-executive directors, we must step up. We are not there to simply provide a stamp of compliance assurance. We are there to act as active, resilient custodians of long-term value, guiding our organizations through uncertainty with high emotional intelligence, sharp operational literacy, and absolute dedication to our fiduciary duties.
The time has come to rewire our boards. Let's move past the tick-boxes and embrace the true value of active stewardship.
The full "NEDs Reimagined" report and its twelve core recommendations are available on the Institute of Directors portal. You can read the paper and watch the national webinar series at the link below:
Keywords: Corporate Governance, Institute of Directors, NEDs Reimagined, Board Effectiveness, Non-Executive Director, Higgs Review, Cognitive Diversity, Active Stewardship
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