The German Corporate Governance Code suggests a fixed remuneration (G18): “If members of the Supervisory Board are
granted performance-related remuneration, it shall be geared to the long-term development of the company.” In
response, task-related components, fixed remuneration and compensation for committee membership continues to grow in
importance, while performance-related components are declining.
Fixed remuneration
During the past 10 years, most companies have switched to paying their supervisory board directors a fixed
remuneration, additional compensation for committee engagement, and in 28 (70%) of the DAX 40 companies a board
meeting attendance fee. 12 companies (30%) decided against paying a general meeting attendance fee.
The average base fee for a DAX 40 supervisory board chair1 in Germany has increased by about 12%, reaching €288,091
in 2022 (compared to €255,937 in 2021). Average total chair remuneration has increased by around 11% to €386,928
(compared to €347,916 in 2021).
The average base fee of a regular supervisory board director2 slightly, by 1%, dropping to €118,534 in 2022
(compared to €119,675 in 2021).
37 of the DAX 40 companies compensated their vice/deputy chairs with an average fee of €185,874. The three companies
not included are Airbus, Linde, and Qiagen, since they do not have a vice chair.
Our perspective
By the time some supervisory boards first waived performance-related remuneration, basic compensation had risen
dramatically. In the DAX 30 in 2020, remuneration among ordinary board members saw a significant 17% increase,
whereas chair fees remained stagnant. In our 2022 analysis, the situation is reversed — chair remuneration averages
a 12% increase, compared to an average 1% decrease among ordinary members.
Now that fixed remuneration is the most widely used fee mechanism, its growth has slowed considerably.
Average growth of fixed remuneration for supervisory boards
|
2014 |
2016 |
2018 |
2020 |
2021*
[Dax 40]
|
2022
[Dax 40]
|
| Ordinary member |
14% |
18% |
17% |
5% |
17% |
–1% |
| Chair |
13% |
19% |
17% |
5% |
–0.4% |
12% |
* calculation done comparing the board director fees within the DAX 30 group (as analysed in our 2020 Board Index)
in relation to the DAX 40 companies analysed following the switch in 2021
Committee fees
All DAX 40 companies reward committee engagement.
Comparing the remuneration of all committee chairs, the audit committee chair compensation is the highest, reflecting
the existing liability risk. The average compensation paid to the audit committee chair is €113,388 (compared to
€98,870 in 2021), marking a significant 15% increase. Among audit committee chairs in other European countries,
Switzerland follows with €93,049 and the UK with £26,260 (approx. €30,500). Belgium registers the least, at €11,578.
In contrast, the nomination committee chair receives less than half the fee paid to their audit committee counterpart.
The average fee paid to a nomination committee chair is €44,897 (€38,407 in 2021). This represents 45% more than the
€28,348 average compensation of a nomination committee member (€25,255 in 2021). Only 53% (or 21 companies) compensate
nomination committee work, probably because meetings are more infrequent.
The average compensation of audit committee members increased by 13% to €59,820 (compared to €52,875 in 2021), which
corresponds to almost 53% more than the average compensation of the committee members in the nomination/remuneration
committee.
Additional remuneration
In seven (or 17.5%) of the surveyed DAX 40 boards, shares or restricted stock units are part of the remuneration
plan.
1, 2 reflected are shareholder representatives and independent non-executive directors without employee representatives