The term 'non-executive director' in an insurance policy is to be construed by reference to whether the director performs executive functions in the management and administration of the company. Internal perceptions, self-descriptions by the director, and representations to investors are of limited relevance. In the absence of authority conferred by the company (whether by employment contract, services agreement, or express delegation), a director should generally be treated as a non-executive director. A director employed by a related entity who performs tasks benefiting the insured company is not necessarily an executive director of that company if the company's business was structured so that the director was not performing executive functions of the company.
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