Board composition

Board size

The average board size is 10 directors, consistent with last year. The proportion of boards consisting of 12 or more directors has fallen to 30%.

Number of directors on ISEQ 20 boards

	% of companies
	2024	2023	2022	2021	2020
8 or fewer	35%	30%	40%	35%	30%
9–11	35%	30%	30%	45%	45%
12+	30%	40%	30%	20%	25%

As at our 30 April 2024 cut-off date, Kerry maintains the largest board in the ISEQ 20, with 15 members. Greencoat Renewables, Malin, FD Technologies, and Irish Continental Group jointly have the smallest boards, each with six members.

Executives on the board

The majority of boards (85%) in our sample have two or more executive members, and both the CEO and CFO sit on the board in every case. Two boards in our sample (Ryanair and Malin) have one executive member on the board; Greencoat Renewables has none. In the case of Malin, the single executive is an executive director who has assumed leadership of the company following the transition of the executive chair to a non-executive chair, although her title is not defined as CEO.

Among the 15% of boards with more than two executives on the board, the positions held are a mix of divisional managing director/president and corporate development roles.

Independent directors

91% of our sample consider all their non-executive directors (NEDs), excluding chairs, to be independent, representing a 12% increase since last year. 40% of the ISEQ 20 has at least one non-independent NED, with Glanbia and Permanent TSB each having more than one. Glanbia continues to have several non-independent NEDs that are appointed by the Co-Operative Society (one of whom stepped down from the board after our data cut-off date). The non-independent NED at Permanent TSB is nominated to the board by the Department of Finance and is thus not considered independent.

Among the non-independent NEDs and chairs, average tenure on the board is 8.9 years; the longest-serving director has more than 20 years of service. Notably, these non-independent NEDs and chairs are concentrated among 50% of the ISEQ 20, which may indicate a need for greater board refreshment and a review of term limits. It is possible that board turnover may increase in the coming year as companies strive for a more dynamic governance structure.

New directors

10% of all directors were appointed to an ISEQ 20 board during the year under review, marking a slight decrease from 11% recorded in our 2023 survey. This year 60% of the boards appointed at least one new director to their board, a slight drop from the 65% noted last year. A total of 20 new directors joined the boards of 12 ISEQ 20 companies, two of whom were executive directors; the remaining 18 were appointed as NEDs.

New director data

	2024	2023	2022	2021	2020
% of ISEQ 20 boards with 1+ new director	60%	65%	85%	55%	45%
New directors as % of all directors	10%	11%	16%	14%	13%

Notably, five boards appointed more than one director, with Kerry and Glenveagh Properties each adding three new directors, indicating a concentration of new appointments within a smaller number of boards.

50% of new NEDs appointed to an ISEQ 20 board in the 12 months under review were foreign, and 70% were women. With regards to the background of these new NEDs, 82% maintain a portfolio career and 18% are current executives. 50% of new directors joined the board of a listed company as a non-executive for the first time.

There was one chair appointment in the year to 30 April 2024, an internal succession in Irish Residential Properties. 90% of chairs previously served on their respective boards.

First-time non-executive directors

We define first-time non-executives as being in their first term or first three years as a non-executive director and who have not held any other external non-executive role before joining the board. Across all NEDs in the ISEQ 20, 21% were first-time NEDs, an increase from the last year (16%). Of the first-time non-executives, 55% were women — the largest share of female representation since our first review in 2020.

41% of this year’s first-time NEDs were foreign.

First-time non-executive directors

	2024	2023	2022	2021	2020
First-time NEDs	21%	16%	26%	26%	20%
Female	55%	46%	39%	36%	38%
Foreign	41%	57%	34%	28%	24%

Foreign directors

Foreign directors are defined as individuals with a nationality that differs from that of the company; in our sample, all are Irish except one (at FD Technologies). The overall proportion of foreign directors accounts for 31% of executive and non-executive directors on the ISEQ 20, falling slightly from 33% last year. With regards to non-executive board members, including chairs and senior independent directors (SIDs), 39% are non-Irish, a very small decrease from last year (40%). The most common foreign nationality remains British, followed by US nationals.

All but one of the boards in our sample include at least one director of a nationality other than Irish. The representation of foreign directors on the ISEQ 20 demonstrates a significant 0% to 66% range. Notably, four companies — FD Technologies, Kenmare Resources, Malin, and Smurfit Westrock — each had more than 60% foreign directors.

Foreign directors by role

	2024	2023	2022	2021	2020
All directors	31%	33%	31%	28%	30%
NEDs (including chair & SID)	39%	40%	29%	33%	38%

27% of directors in senior board roles (chair, vice chair, or SIDs) were non-Irish, an increase from last year (22%). This year saw a notable rise in the proportion of foreign chairs, with five such chairs (25%) and six SIDs (30%) now represented. Only one of the companies in our sample recorded one foreign director in an executive role. Among new appointments, foreign directors accounted for a notable 50% (10 out of 20) share of all board members appointed in the 12 months to 30 April 2024, marking a 5% increase in new non-national directors compared to the previous year. Among this cohort, 50% are female, reflecting ongoing advancements in diversity and inclusion efforts by the boards.

Female directors

Women’s representation on ISEQ 20 boards stands at 41% of all board members, marking an 11% increase from last year. The share surpasses the target set by government established initiative, Balance for Better Business, which aims for 40%-plus female representation by 2028. Additionally, 100% of boards now include at least one female member, and 50% of boards have achieved 40% female representation or above. Since the inaugural 2020 Ireland Spencer Stuart Board Index, female representation has grown steadily, by 45% overall, reflecting the degree of commitment to diversity and inclusion within Ireland’s corporate landscape.

Within the ISEQ 20, the proportion of female directors on any given board ranges from 17% to 58%, similar to last year. Permanent TSB is the only board where women account for more than 50% of its membership. However, the number of boards with at least 33% female representation has risen to 95%.

The FTSE Women Leaders Review and the UK’s Financial Conduct Authority (FCA) recommend that by the end of 2025, all FTSE 350 companies should have appointed at least one woman among the four senior board positions: chair, CEO, CFO, and senior independent director (SID). Ireland’s Balance for Better Business also recommend the same.

Although Irish boards are not subject to the FCA code, female representation across the four senior leadership roles within the ISEQ 20 has increased from 20% to 24%. However, there has been little change in the numbers of female CEOs and chairs. In the last five years, the number of female CEOs has dropped from three to one, and the number of female chairs has increased by just one.

A positive development is the strengthening presence of women in senior independent director (SID) roles, rising to 55% from 40 % last year. Furthermore, 75% of the ISEQ 20 now feature at least one woman in the top four leadership positions, rising from 65% last year. Additionally, three boards now have two women in senior roles, up from two boards in 2023. Increased female representation in the strategic and influential SID role may help to create a clearer succession path for the chair role, which continues to see extremely low female representation, with only two women chairs currently in place.

Female representation on the core committees — audit, remuneration, and nomination — has demonstrated consistent growth since 2020. Remuneration committees maintain the highest proportion of female chairs, followed closely by the audit committees, despite a slight dip in representation to 40% this year. Nomination committees record the lowest share of women among chairs. Overall, the growing presence of women in these critical governance roles reflects a positive shift towards greater gender diversity within the ISEQ 20.

Age

The average age of directors stands at 60 years. Male non-executive directors are slightly older on average, at 63 years, than female NEDs (58 years). The average age of male and female chairs is 68 years, up from 67. The average age of executives has increased to 55 years from 54 years in last year’s report. The average age of new directors continues to fall, and stands at 53, down from 56 last year and 59 in 2022.

Average age of board members by category

	2024	2023
Average age	59.6	59.8
All chairs	68	67.7
All non-exec chairs	68	67.7
All SID/VCs	62.5	61.5
All NEDs (excl chairs)	60.2	60.5
All NEDs (incl chairs)	61.2	61.4
Women NEDs	57.8	58.9
Male NEDs	62.9	62.1
New NEDs	53.4	56.6
All CEOs	57.4	54.6
All CFOs	49.3	51.8

Tenure

As in previous years, we have assessed tenure on two criteria: the length of time spent on the board since it was publicly listed, and the length of time spent in role. This allows us to review the number of directors in the ISEQ 20 who have changed position on the board. For the purposes of calculating role changes, we consider non-executive director, senior independent director (SID), vice or deputy chair and chair as different roles.

The average tenure of current NEDs, including chairs and SIDs, is five years, a slight increase on last year’s 4.5 years. The average is 4.2 years, slightly up from last year’s 3.6 years when chairs and SIDs are excluded. This year we see the gap widening between the tenure of male and female NEDs (excluding chairs and SIDs), to 5.2 years and 3.2 years, respectively. The trend reverses last year’s difference of 4.3 years and 2.9 years.

There is a notable difference between female executive directors’ tenure, which has shrunk from 5.7 years last year to 2.9 years in 2024, compared to their male counterparts’ tenure of 8.9 years, which rose slightly from 8.5 years last year.

As at our 30 April 2024 cut-off date, non-executive chairs had averaged 4.7 years in their role as chair, maintaining the growth trajectory of previous years (4.5 years, 4.4 years and 4.2 years in 2023, 2021 and 2020, respectively). The tenure of chairs in role ranges widely, from two months to 20 years. 80% of chairs across our sample had been internally appointed at the time of our cut-off date. Prior to commencing their role, these internally appointed chairs spent on average 4.8 years in their previous board role. This year we observe a slight decrease compared to the upwards trend of the last two years. The average tenure of a senior independent director is 2.3 years, little changed from the last two years.

At 55% of the ISEQ 20 companies at least one director left their respective boards between 1 May 2023 and 30 April 2024. A total of 16 board members left their respective boards, two more than last year and of which 81% were male directors and 31% were foreign. Among these departing directors, four were executive directors, two of whom were CFOs and two CEOs.

The average tenure served by these directors on their respective boards was seven years, slightly up from last year’s 6.8 years.

Board evaluations

This year, 40% of the ISEQ boards conducted an external board evaluation, rising from 35% in 2023 and 20% in 2022, and nearing the 45% recorded in 2021. This trend is not surprising, given that the UK Corporate Governance Code recommends that an external independent board evaluation be conducted every three years.

Workforce engagement

70% of the ISEQ 20 boards have a designated workforce engagement director, rising from 60% last year. Greencoat does not have any employees; Malin has only six, all at the corporate level. The remaining boards take on workforce engagement responsibilities at the board level. Three boards offer an additional fee (€20,000, €15,000, and €10,000) to non-executive directors who take on these responsibilities. A noteworthy 71% of designated workforce engagement directors are women.