Board size
The average board size across Bel 20 and Bel Mid companies is 9.6 members, marking a small increase from 9.8 recorded
in the 2022 Board Index.
Bel 20 boards have an average of 11.1 directors, down slightly from 11.6 last year. Bel Mid boards average 8.7
directors, a negligible change from 8.8.
The average number of directors varies by industry. Consumer, financial services, and TMT&S maintain the largest
boards, with 10.2, 9.7, and 9.7 members, respectively. Boards in the industrial sector are slightly smaller,
averaging 9.3 directors. The smallest boards are to be found in the healthcare sector, at 8.9 directors.
Executive directors
In 2023 there are on average two executive directors per board (across both indices). The proportion of executive
directors among Bel Mid and Bel 20 companies is the same.
The CEO is a board member at about 77% of all Belgium listed companies, down from 81% last year. There are more CEOs
on the boards of Bel Mid companies (89%) than among the Bel 20 (75%).
When looking at executive roles represented at board level, the CEO is by far the most common (accounting for 57% of
all executive directors on the board), followed by the CFO (14%).
Chairs and vice chairs
The roles of chair and CEO continue to be maintained as largely separate roles, as recommended by the 2020 Belgian
Code on Corporate Governance. In 2023 the role of chair is combined with that of CEO at only three companies
(Colruyt, Galapagos, and Immobel).
Vice and deputy chair roles remain the exception in Belgium, with fewer than a quarter (20%) of boards including this
role. The proportion marks a 30% drop from 2022, when 28.8% of boards under review included vice and deputy chair
roles.
The following nine companies have a vice chair on the board: Ageas, Ascensio, D’Ieteren, Econocom, Home Invest
Belgium, KBC, Kinepolis, Sofina, and UCB. Deceuninck and Elia are the only companies with two vice chairs.
Independent directors
Independent non-executive directors (NEDs) account for 55% of all directors (excluding chairs and vice chairs). Among
Bel 20 Directors, 60% are deemed independent, very slightly more than the 59% level recorded among the Bel Mid
companies. This means that, other than among chairs and vice chairs, independent directors form a majority among the
boards under review.
Only 35.7% of the companies in the 2023 cohort have independent chairs, barely changed from the 35.6% noted in 2022.
Women directors
All but one of the Bel Mid and Bel 20 companies have at least one female board member in the capacity of either
executive or NED (the exception is Brederode, as it was last year). Women account for 37% of the directors of the
Belgian listed companies.
Belgian listed companies have increased their gender diversity since legal quotas were introduced in 2011. 77% of the
combined Bel 20 and Bel Mid Boards meet the mandatory level of 33% female board membership.
Looking at the indices separately, 90% of Bel 20 companies are compliant with the law, compared with 70% of Bel Mid
companies.
However, it is evident that there has been no significant increase across the indices in the past few years beyond
meeting the initial 33% requirement for legal quotas. Progress towards gender parity appears to have stalled.
Foreign directors
We define foreign directors as having a nationality that differs from that of the company. On that basis, there are
212 foreign directors on the boards of the companies under review. The proportion of foreign directors has increased
to 39%, from 35% in our 2022 survey due to the change in sample size
In addition, 14 companies or 25% of our sample have a foreign chair, one more company compared to last year’s survey.
A change in the composition of the companies under review at our 31 May 2023 cut-off date has also influenced the
diversity of our sample; notably, Befimmo, Mithra Pharmaceuticals, Titan Cement, Unifiedpost, and CFE having dropped
out of the relevant index at that point.
The entry of DEME and Exmar into the Bel Mid adds another layer of complexity to the dynamics of the sample,
underscoring the need to consider these stock market changes when interpreting shifts in foreign leadership roles.
Turning to the citizenship of foreign directors, the majority (67%) are from Europe; France, Germany, the UK, and the
Netherlands account for almost 50% of all foreign directors. North America accounts for 25% of all foreign
directors; once again representing the largest cohort of non-European foreign directors. North American directors
are most commonly found in biotech and biopharma companies (e.g. Argenx, Galapagos, UCB).
Across the indices, foreign directors account for 43% of all directors in the Bel 20, compared with the Bel Mid,
where they make up 36% of all directors.
On average, Belgian boards include four different nationalities. 40 different countries are represented across the
Bel 20 and Bel Mid boards.
When looking at sector distribution among the 212 foreign directors, 34% are represented in the industrial sector,
22% in financial services, 21% in healthcare, 10% in consumer goods and 13% in telecommunication, media and
technology.
New directors
A total of 74 directors were appointed in 12 months to May 31 2023; 45 of them to Bel Mid companies and 29 to the Bel
20 companies. This marks an increase from the 60 new directors noted in the 2022 Board Index.
Women directors (both non-executive and executive) account for 18% of new directors, compared with 17% in 2022. This
again emphasises that companies will pursue gender diversity in order to comply with the legal quota, but do not go
beyond it.
49.1% of new directors are foreign, with 18 different nationalities represented, an increase from last year’s 48.3%
and above the average of foreign directors (42.3% of all directors in our sample).
The average age of new directors in our research period is 53 years, compared with 54.3 last year.
More importantly, we note that 63.1% of all new directors are deemed independent (compared to 56.7% in 2022). This
means that fresh experience and expertise continues to be brought on to the boards of the largest Belgian listed
companies. It also demonstrates that, when appointing independent directors, companies are endeavouring to identify
talent that complements their current board — but are not using these new appointments to increase gender diversity
beyond the legal quotas.
Sector and functional backgrounds
Several important trends across the Belgian corporate landscape emerged during our research for the 2023 Board Index.
New directors
Among new directors, 36% have (or have had) executive experience in the same industry as the company board on which
they sit. The other 64% come from different industries to the companies on whose boards they sit, which indicates
the rising importance of diverse experience in the boardroom.
Regarding functional backgrounds, 50% of all newly appointed directors have been CEO or general manager and 29% have
finance-related experience, either as CFO or audit partners. The remaining 21% of directors came from other C-level
roles such as chief risk officer or chief operating officer. Few new directors joined from academia.
Women directors
In terms of functional experience, women in the 2023 cohort occupy a range of roles. 37% serve as CEOs, 18% as CFOs,
and the remaining 45% various other positions such as managing director, partner, and director.
The range of sectors across which female directors work is wide. They include business and professional services at
27%, followed by financial services and industry with 23% each. These proportions reflect the growing presence of
women in corporate leadership across various sectors, contributing to the overall diversity and resilience of
Belgian companies.
Looking at female representation on core committees, there is evidence of progress in some areas and room for
improvement in others.
Among audit committees, women represent 46% of chairs and 36% of the members (reflecting the overall proportion of
women on boards). Among remuneration committees, 29% of chairs are women and 49% serve as members. The pattern is
similar among nomination committees, where 26% of chairs are women and 45% are members.
Analysing the industry backgrounds of women in audit committees, financial services and business and professional
services account for the majority of representation. This demonstrates the influence of their sector backgrounds,
primarily in auditing, finance, banking, and consulting.
Age of board members
This year the average age is 59 years (compared with 58 last year). Across the two indices, Bel 20 directors are aged
60 years on average, and Bel Mid directors are aged 58 on average.
Executive directors have an average age of 54 years and NEDs 58 years. Among newly appointed NEDs, the average age is
55 years. As expected, chairs have more seniority, at an average age of 61.
The age gap between female and male NEDs persists, with women three years younger on average than their male
counterparts (56 and 59 years, respectively). Female chairs are younger on average than their male counterparts (58
and 65 years, respectively).
Mandatory retirement ages for directors are becoming less common across Europe, a trend also seen in Belgium. Among
this year’s survey cohort, 37% of Belgian boards imposed mandatory retirement. In the Bel 20, the figure rises to
45%. Among those boards where mandatory retirement is in place, the average age limit is 70 years, with a range of
65 to 75 years. Several boards offer the possibility of continuing service after retirement age, subject to a review
or if special circumstances allow it.
Length of service
Average board tenure (from appointment) of NEDs (excluding chairs) is 5.6 years in 2023.
Among Bel 20 NEDs, average tenure on the board is 6.4 years, longer than the average five-year tenure of Bel Mid
directors.
However, the average tenure of NEDs in their current board role is 4.4 years; five years in Bel 20 and four years in
Bel Mid.
Among chairs, average board tenure is 14 years. Looking at the individual indices, averages are 14.4 and 13 years in
Bel 20 and Bel Mid companies respectively.
As chairs, the average tenure in their role is 5.6 years, with 5.3 years in Bel 20 and 5.7 years in Bel Mid. 41% of
chairs have been in the role for three years or fewer. Before becoming chair, 85% had previous executive experience
as CEO, managing director, or president.
Chief executive officers
Among CEOs, the average age is 57 years, slightly higher than last year’s 56. Average current tenure across all CEOs
is 7.8 years, up from 6.3. As a comparison, average CFO tenure stands at four years.
About 40% of CEOs in our survey group are foreign. Foreign CEOs in the Bel 20 account for 41.6% of all CEOs, close to
the 40 % level seen in the Bel Mid (40%).
The total number of female CEOs remains very low. Among Belgian listed companies, only 5% of CEOs are women.