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Role of the Non-Executive Director

Role of the Senior Independent Director (SID)

Clare Thompson is the current SID. Her role is to serve as a conduit for Association Members and Directors who may have concerns that have not been resolved through other channels, to act as a sounding board for the Chairman and Group CEO on Board and Association Member matters and to lead the annual review of the Chairman’s performance.

The SID’s key accountabilities are as follows:

Duties Relating to Association Members

  • Be available to Association Members if they have concerns which contact through the normal channels of Chairman or Group CEO has failed to resolve or for which such contact is inappropriate.

Duties Relating to the Chairman

  • Act as a sounding board for the Chairman and Group CEO on board and Association Member matters;
  • Chair meetings of the Board or General Meetings of the Company when the Chairman is unavailable;
  • Chair the Nomination and Governance Committee when it is considering succession to the role of Chairman of the Board;
  • Be a conduit, as required, for views by other Non-Executive Directors on the performance of the Chairman, and chair a formal annual session of the Nomination and Governance Committee members (excluding the Chairman) to agree the Chairman's objectives and review his performance;
  • Conduct the Chairman's annual performance appraisal;
  • Consider the initial fee proposals for the Chairman for the Board to consider and approve; and
  • Be the focal point for board members for any concerns regarding the Chairman, or the relationship between the Chairman and the Group CEO.

Duties Relating to the Board


  • Act as a trusted intermediary for Non-Executive Directors where this is required to help them to challenge and contribute effectively;
  • Take the initiative in discussion with the Chairman or other board members if it should seem that the Board is not functioning effectively.

Role of the Non-Executive Directors (NEDs)

The Non-Executive Directors provide an independent view on the running of our business, governance and boardroom best practice. They oversee and constructively challenge management in its implementation of strategy within the Group’s system of governance and the risk appetite set by the Board.

The NEDs key accountabilities are as follows:-


  • Providing an external and independent view on the running of the business, governance and best boardroom practice;
  • Providing independent counsel to the Chairman and Group CEO;
  • Providing independent oversight and challenge and ensuring, with the Board of the Company as a whole, the effective implementation of Board and Committee decisions by the Group CEO and the executive;
  • Providing original input and contribution to Board meetings and, where appropriate, constructive challenge of processes and procedures;
  • Providing scrutiny of executive and business performance in meeting agreed strategy, plan, goals and objectives, as well as monitoring reporting of performance;
  • Ensuring Bupa delivers fair outcomes for its customers;
  • Ensuring, with the Board as a whole, that the Group is operating within the risk appetite and Risk Management Framework agreed by the Board;
  • Participating in Board Committees as necessary; and
  • Regularly updating and refreshing their skills, knowledge and familiarity with the business, risks to the business and the regulatory environment.

Download the Non-Executive Directors’ terms of engagement.

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