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A non-executive director (abbreviated to non-exec, NED or 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. (Wikipedia)

Definition of 'Outside Director'

Any member of a company's board of directors who is not an employee or stakeholder in the company. Outside directors are paid an annual retainer fee in the form of cash, benefits and/or stock options. Corporate governance standards require public companies to have a certain number or percentage of outside directors on their boards as they are more likley to provide unbiased opinions.

A majority shareholder (or group of shareholders) can cast the majority of votes at a general meeting of a company, and therefore controls all important aspects of running the company such as the appointment of directors. (moneyterms.co.uk)

A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. (Wikipedia)