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A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. They are not employees of the company or affiliated with it in any other way and are differentiated from inside directors, who are members of the board who also serve or previously served as executive managers of the company (most often as corporate officers).
Non-executive directors are sometimes considered the same as an independent director,[1][2] while other sources distinguish them from independent directors saying non-executive directors are allowed to hold shares in the company while independent directors are not.[citation needed]