In 2024, the total number of committees remains relatively stable, accompanied by
a slight increase in average committee size. In contrast, the average number of
committee meetings fell, compared to 2023.
Although the overall number of committees remains constant, the dynamics of committee
diversity are evolving, reflecting a reflects a growing recognition of the
importance of diverse perspectives in enhancing decision-making processes and
governance effectiveness.
In 2024, we observed a total of 137 committees across 47 companies, falling from
161 committees across 56 businesses in 2023. This represents a modest relative 1.4%
increase in the number of committees.
The number of committees per company in 2024 varied significantly, ranging from one, as
seen at Brederode, to a maximum of five committees, seen at Ion Beam
Applications, Solvay, and Syensqo. This variation highlights the flexibility
with which companies are able to structure their committees to meet their
specific governance needs.
The trend towards larger committee sizes could be interpreted as an attempt to
distribute the increasing workload more effectively, and to bring in specialised
expertise. By leveraging the diverse backgrounds of directors, companies aim to
mitigate risks and enhance performance. However, the fall in the average number
of committee meetings may indicate a shift towards more efficient operations,
or it may possibly reflect challenges in coordinating larger groups.
While there are very few companies which don’t have the core committees of audit, remuneration,
and nomination committees; many combine the remuneration and nomination
committees into one. Other committees might include: compliance, ESG, finance, investment,
product, risk, scientific, strategy, sustainability, technology, and transformation
and innovation.
After audit, nomination and remuneration, the most frequently seen committees in 2024
are investments (seven) and ESG (five). ESG committees are established at
bpost, Shurgard, Sofina, Warehouses De Puaw, and Xior.
Audit committee members convened on average 5.4 times, marginally more often than last
year’s average of five. Nomination committee members held fewer meetings, with
an average of 3.9 times, compared with 4.3 times last year. Remuneration committees
convened 4.1 times on average, unchanged from last year. However, combined remuneration
and nomination committees met on average 4.2 times, less frequently than the 5.2
average recorded in 2023.
The average nomination committee had 4.8 members, up 26% from 3.8 members in 2023.
Audit committees averaged 3.5 members in 2024, up by 6% from 3.3 members last year.
Remuneration committees averaged 3.4 members, unchanged from 2023.
A closer examination of audit committee composition reveals that women directors
now account for 40% of the membership across both indices, with representation
of 41% in the Bel Mid and 38% in the Bel 20. Despite an overall reduction in
the total number of board members this year, this figure signifies a small
improvement from the previous year’s representation, where women constituted
39% of audit committee members.
The increase is particularly pronounced in Bel Mid companies, where female
representation in audit committees rose from 36% last year. In contrast, Bel 20
companies have experienced a significant decline in female representation on
their audit committees, slumping rom 45% in the previous year. This variation
highlights ongoing challenges and achievements in promoting gender diversity
within the governance structures of these organisations.
44% of women directors serving on audit committees serve as chair, slightly fewer
than the 46% reported last year. Additionally, foreign directors account for
37% of the audit committee’s membership, a marginal drop from last year’s
figure of 39%. These figures reveal ongoing trends in leadership roles and
diversity within audit committees, highlighting areas for continued focus and
improvement.
Both the remuneration and nomination committees show a substantial increase in women
directors. In the remuneration committees, the proportion of women chairs has
risen to 43% from 29% last year, with women members now representing 57%, an
increase from 44%. The nomination committees have also seen an increase in female
chairs, to 44% from last year’s 26%, with women directors constituting 43% of
the committee membership, up from 40% the previous year.
Numbers of foreign directors on these committees are also growing. Among remuneration committees,
the proportion of foreign chairs has grown to 36%, from 23% last year; foreign
members account for 43%, compared to 38% in 2023.
Nomination committees have seen a dramatic rise in the proportion of foreign chairs to 56%,
from 26%. However, the proportion of foreign members in these committees has fallen
to 30%, down from 39% last year.
It should be noted that noticeable increases in diversity percentages, although promising,
reflect the differences in the total number of directors this year compared to
last year.