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Board committees

2023 Belgium Spencer Stuart Board Index

2023 Snapshot

 46 %

of audit committee chairs are women

 65 %

of audit committee members are independent

 10

the number of boards with an ESG committee

 7

the average membership of the nomination committee and the largest average committee size

Boards in our sample have on average three committees. 54% of companies this year combine the remuneration and nomination committees. One company, Brederode, maintains only one committee, the audit, governance and risk committee. Twelve companies have four committees, five companies have five committees and one company has more than five.

Committees

Audit committee

All companies in both indices maintain an audit committee, either separately or combined with another. On average, audit committees met five times and have six members. 30% of all companies combine their audit committee with another committee (usually, risk, finance, or compliance). On average 65% of audit committee members are independent, with 65% of companies having an audit committee composed exclusively of independent members. Independence among audit chairs is also high, at 84.6%.

The gender balance of audit chairs is greater than noted in 2022 — 46.2% of chairs are women, compared to 41.8% last year. Among Bel 20 audit chairs, 50% are female, compared with 44% in the Bel Mid.

Remuneration and nomination committees

More than half of companies in our sample combine their remuneration and nomination committees.

Nomination committees report the largest membership on average, at seven members, compared with 4.2 for remuneration committees. Both remuneration and nomination committees convened on average four times in the period under review.

Among the nomination and remuneration committees, 24.3% have a female chair, a decrease from last year’s 29% female chairs give the change in sample.

Other committees

In addition to the core audit, nomination, and remuneration committees, 55% of companies in our study maintain additional committees, the most commonly noted of which is the investment committee, followed by the strategy committee.

Other committees include those dedicated to innovation, technology, and compliance.

One clear trend is the continued growth of environmental, social, and governance (ESG) committees. Our 2022 Board Index reported that bpost, Shurgard, Sofina, and Solvay had established ESG committees, and TINC set up an ESG committee within its management board. Euronav and Ion Beam Applications established its sustainability committees in 2021.

This year, a further four companies set up ESG or sustainability committees, at Euronav, Xior Student Housing, Warehouses De Pauw, and Umicore.

These other committees meet an average of three meetings per year. The average chair committee fee remains at €2 750 and the average member committee fee is €833.