FractionalFRACTIONAL|MANILA
Non-executive directors

Independent judgement, for exactly as long as it matters

Non-executive directors drawn from our collective of curated, vetted C-suite operators: years of hands-on leadership, brought to board level. Matched to the stage, sector and challenge of your business, and engaged for the time the role actually needs.

350+Vetted operators
1–2 daysA month, typically
WeeksTo appoint
A bright modern boardroom with a long table in soft morning light
Proven leadership

Our directors have led at

First Abu Dhabi Bank
Mubadala
Emirates NBD
Majid Al Futtaim
HSBC
Goldman Sachs
McKinsey & Company
PwC
A senior executive by a window, reviewing board papers
The definition

What a non-executive director is

A non-executive director is a board member with no role in day-to-day management. They govern rather than manage: challenging and supporting the executive team, bringing independence to the decisions that matter most, and giving investors confidence in how the company is run.

IndependentNo stake in the day-to-day, no reporting line, no conflict. Their value is a clear view from outside the management team.
On the boardA formal seat with directors’ duties, not an informal adviser. They share responsibility for how the company is governed.
Light-touch by designBoard work is naturally part time: typically a day or two a month, rising around defined moments and settling again after.
An operator by backgroundOur directors come from the collective: C-suite leaders who have run the functions boards oversee.
Governance as a service

Two lanes, one collective

In the business, our executives execute. On the board, our directors govern. Fractional embeds C-suite leaders who own outcomes inside the business. A non-executive director sits above the business: holding leadership to account, bringing independence to the big decisions, and giving investors confidence in how the company is run.

01

Governing, not managing

The director shapes and scrutinises the decisions; the executive team runs the business and owns delivery.

02

Independent, not embedded

A non-executive director stays outside the day-to-day on purpose. Distance is what makes the challenge credible.

03

Accountable oversight, not occasional advice

A board seat carries directors’ duties and a standing responsibility, not opinions offered from the sidelines.

When to appoint

When to appoint your first non-executive director

Most companies build governance in stages, and the right moment for a first board seat usually arrives earlier than founders expect. The ladder runs from a single trusted voice to an independently led board.

01

A trusted advisor

One experienced voice, engaged informally around specific questions. Right while the business is early and the decisions are still reversible.

02

An advisory board

A small circle of advisers with a rhythm but no formal duties. Right when you want breadth of experience without governance obligations.

03

A first non-executive director

A formal, independent seat. Right when investors arrive, succession is on the table, or the weight of decisions calls for accountable oversight.

04

An independent chair

Independent leadership of the board itself. Right as the board grows, ahead of a listing, or when the founder steps back from day-to-day control.

The comparison

A non-executive director, an advisory board member, a fractional executive, or a consultant

Four ways to bring senior experience to bear. They sit in different seats and carry different duties.

Non-executive director

Advisory board member

Fractional executive

Consultant

The seat
Non-executive director

A formal seat on the board, with directors’ duties.

Advisory board member

No formal seat and no legal duties.

Fractional executive

Embedded inside the business, in the leadership team.

Consultant

Outside the business, engaged for a defined piece of work.

The work
Non-executive director

Governs: challenges, scrutinises and holds leadership to account.

Advisory board member

Offers experience and connections when asked.

Fractional executive

Executes: owns the outcomes in their domain.

Consultant

Advises: recommends, then hands the work back.

Accountability
Non-executive director

Shares formal responsibility for how the company is governed.

Advisory board member

Goodwill only; no accountability for outcomes.

Fractional executive

Accountable for delivery in their function.

Consultant

Accountable to the brief, not the outcome.

The rhythm
Non-executive director

Typically a day or two a month, on a board cadence.

Advisory board member

Occasional sessions, as needed.

Fractional executive

Regular days in the business every week.

Consultant

Intensive for the project, then gone.

Right when
Non-executive director

Investors, regulators or the weight of decisions call for independent oversight.

Advisory board member

You want breadth of input without formal governance.

Fractional executive

A function needs senior leadership and delivery.

Consultant

A defined problem needs outside analysis.

A senior executive at the window of a bright boardroom before a meeting
The seat is part time. The responsibility is not.
How it works

From the brief to the boardroom

A structured search, run the way we run every appointment. Tell us where the board needs strengthening and we handle the rest.

01

The brief

We work through where the board is today, the decisions ahead, and the experience and independence the seat needs.

02

The match

We search the collective of 350+ curated C-suite operators for directors whose experience fits the stage, sector and challenge.

03

The meetings

You meet a short list. Fit with the chair and the executive team decides more than a CV does.

04

The appointment

You appoint. We put the structure around the engagement so it starts properly.

05

Ongoing support

We stay close for the life of the engagement, keep the structure working, and stand behind the appointment with the whole collective.

The local context

Governance expectations are local

Board expectations differ by market: what investors require, what regulators expect, and what independence formally means are all set locally. The appointment has to fit the rules and the culture of the market the company operates in.

We match directors with that context in mind. The brief is where we work through what your market, your investors and, where relevant, your regulator will expect of a Manila board seat.

Investor expectations

Term sheets and shareholder agreements increasingly specify independent board seats. We help you fill them credibly.

Family businesses

Independent directors who bring objectivity to succession and outside investment while the family’s mandate stays intact.

Right-sized governance

Start with a single independent voice and grow the board as the company matures. Governance should fit the company it serves.

Common questions

The questions boards ask first

Independent directors are non-executive (no operational role) AND meet strict independence criteria defined by the SEC: no material business relationships, no family ties to controlling shareholders up to fourth civil degree, no shareholding above 2%, and no recent executive employment. Non-executive directors need not meet those independence tests. Both are governance roles; independence is the stricter standard.

The SEC mandates a 9-year cumulative maximum tenure for independent directors, now in effect. Violations carry penalties of ₱1 million per year plus ₱30,000 per month of violation. After the 9-year term expires, a director can serve again only after a 2-year cooling-off period. Boards must audit tenure status now and plan succession ahead of deadline thresholds to avoid compliance breaches.

Outside perspective on family dynamics, market trends, and professional governance frameworks. They protect minority shareholders, diffuse emotional family conflicts over major decisions, and de-risk transitions across generations. In the boardroom, they bring audit, risk and strategic expertise while the founding family retains control and mandate. The relationship works when independence is genuine and the board genuinely values outside challenge.

Prior CEO or C-suite experience, preferably with existing or recent board seats at PSE-listed companies. Professional credentials (CPA, CFA, lawyer, chartered director) signal governance literacy. Industry expertise relevant to your sector, international exposure, and demonstrated understanding of audit, risk or nomination committee work are strong indicators. Longevity in a seat matters; the longer someone has served on a board, the better they understand governance rigour.

Audit committee (often mandatory), risk committee, nomination committee, and remuneration committee. Independent directors provide objective oversight in areas where management conflicts of interest arise most acutely. For PSE-listed companies, at least one independent director must chair each key committee. Committee experience is a strong selection criterion for independent directors.

A minimum 50% meeting attendance threshold is mandated. Professional boards expect near-perfect attendance (above 80%) as the baseline. Expect quarterly board meetings plus monthly or bi-monthly committee meetings, plus advance preparation of 4–8 hours per meeting. Between meetings, expect to be available to the chair and CEO for major decisions or crises. The time commitment is real and should be discussed upfront.

No. The SEC disqualifies relatives up to fourth civil degree of consanguinity or affinity. This is a structural guardrail for family businesses seeking genuine independence. The purpose is to ensure the independent director can bring objective judgment free from family loyalty or dynamics. If a family business wants a family member on the board, they can serve as an executive or non-independent director, but not as an independent director.

For executives

Ready for board work?

Senior operators with the experience and independence for a non-executive seat can join the collective as a director.

A detail of a boardroom table with papers and a pen set out for a meeting
Get started

Tell us where the board needs strengthening.

A first independent seat, a stronger committee, or a chair for the next chapter. Outline the moment in the guided brief and we will scope the right appointment.

Brief a board search