The average number of board committees across the ISEQ 20 is five, unchanged from last year. All companies maintain the three core sub-committees: audit, remuneration, and nomination. AIB and Bank of Ireland lead with six committees each, and a number of companies, including FBD Holdings, FD Technologies, Glanbia, Ryanair, maintain four to five committees.
The most common additional committees include ESG (30%) and sustainability-related committees (20%), reflecting a more intense focus on environmental and social governance. Risk committees are present in 20% of the boards, and technology committees at 15%. Health and safety committees are the least common, established at only 5% of the ISEQ 20.
Dedicated risk committees are in place at 55% of companies, typically linked with the audit committee. However, there are only four standalone risk committees associated with financial services organisations, specifically at AIB, Bank of Ireland, FBD Holdings, and Permanent TSB. These four standalone risk committees operate alongside their audit committees.
ESG/sustainability committee
Across the ISEQ 20, approximately 50% of companies have established committees dedicated solely to ESG (environmental, social, and governance) or sustainability. Of these, 30% focus exclusively on sustainability, and 20% prioritise ESG issues.
Additionally, three boards (15%) integrate ESG or sustainability themes within their existing nomination committees. The three are: FD Technologies’ nomination and ESG committee, PTSB’s nomination, culture and ethics committee, and Uniphar’s nomination, governance, and sustainability committee. Consequently, the total proportion of board committees mandated to address ESG or sustainability themes rises to 65%, representing a slight increase from the 60% reported last year, largely driven by the varied composition of the ISEQ 20.
Last year, we noted the prevalence of senior board members (CEO, SID, CFO, or chair) on ESG and sustainability-related committees, at 83%. That proportion has fallen to 62% this year. As ESG and sustainability committees become more established, they are also maturing as a governance focus, so SIDs and CEOs are able to step back from these committees to allow others to lead this important mandate. Notably, 85% of all ESG and sustainability committee chairs are female.
Committee chair and membership fees
Half of the ISEQ 20 boards pay a fee for sitting on any of three core committees, rising from 45% that did so last year; indeed the proportion of companies paying these fees has grown steadily since the 35% recorded in the 2021 Board Index. Four of the boards reviewed in 2024 paid the same fee to all three committees. The remaining 50% of our sample paid a higher fee for audit committee membership, up from last year’s 44%.
Audit committee
This year, we took a closer look at the profiles of audit committee members. We categorised each profile in relation to their prominent industry alignment and their most recent senior functional roles. The majority come from the financial services industry (37%), followed by 22% from consumer sectors, 14% in professional services, and 11% in industrial sectors. The remaining 16% of audit committee members are drawn from a range of areas, including technology, media and telecommunications (TMT), education, government, and healthcare.
Among functional backgrounds, 50% are characterised as functional leaders or chief executives; only 10% held the title of chief financial officer (CFO) in their more recent executive career. The remaining profiles include expertise from various functions such as finance, audit, academia, government, and legal fields. These insights highlight the diverse experience and very senior expertise within audit committees.
39% of audit committee chairs are female, a slight decline from 45% in 2023 but still reflecting significant progress from 20% in 2020. Female members of audit committees now represent 58%, up from 57% in 2023, and a marked increase from 38% in 2020. Importantly, every board has at least two female audit committee members, with representation on individual boards ranging from 33% to 75%.
When considering foreign representation, 17% of audit committee chairs are non-nationals, as are 29% of audit committee members, both categories reflecting a downward trend compared to previous years. In 2023, foreign chairs accounted for 20% of the cohort, and foreign members 58% of the cohort. This indicates an ongoing shift in the diversity of talent represented in audit committees, although recent decreases highlight areas for continued focus in the future.
This year, 90% of boards paid an additional fee for the audit committee chair, rising from 85% last year. The average audit committee chairs fee declined very slightly to €19,479 (from €19,590). The average fee for audit committee members now sits at €4,163, down from last year’s €5,948 representing a 30% decrease.
Nomination committee
This year, 60% of nomination committee chairs also hold the position of chair of the overall board, down from the previous year’s 70% share. The remaining 40% of nomination committee chairs are comprised of SIDs and NEDs. We also observed that a high proportion of nomination committee members (39%) were previously CEOs, suggesting a depth of senior expertise remains on these important committees.
Female representation among committee chairs has reached 25%, reflecting a significant increase from 15% last year and continuing the positive trend in recent years. In terms of nationality, 30% of nomination chairs are of a nationality other than Irish, down from 32 last year, 35% the previous year, and 40% prior to that. Non-nationals also constitute 40% of committee members, a decrease from 44% last year, rising from 39% in earlier years. The average representation of women on nomination committees is steady at 43%, marginally down from 44% (and up from 39% and 31% in previous years). Again, every board has at least one female committee member; Cairn, Dalata, FBD, Kenmare, Kingspan, and FD Technologies have the highest proportion of female membership on their nomination committees, each at 67%.
A growing number of ISEQ boards (40%) maintain a combined nomination and governance committee. This joint committee broadens its typical responsibilities, encompassing not only board composition, appointments, and company-wide talent matters, but also oversight of the governance framework and practices of the organisation, along with regulatory and compliance issues. This approach has been established practice in the US for many years.
This year 55% of boards paid an additional fee for the chair of the nomination committee, two more boards than last year. The average fee for nomination committee chair is €19,394, almost exactly the same as last year. The fee for nomination committee chair overall in the past five years has seen only modest changes, recording an overall 2.4% increase since 2020. The fees for membership of the nomination committee dropped significantly (43%) to €6,125, from €10,731 last year.
Remuneration committee
Continuing the trend since 2020, the remuneration committee leads in both female and international chair representation, when compared to audit and nomination committees. This year, 55% of remuneration committee chairs are female, an increase from the stable 50% observed across previous years. Additionally, 45% of these chairs are non-Irish, reflecting a slight decline from last year’s peak of 55% for international chairs.
Female representation among remuneration committee members has reached 51%, up slightly from 50% last year. Every board has at least one female committee member with Kingspan reporting 100% female membership. Foreign representation among committee members has fallen to 40%, down from 45% last year.
90% of boards paid an additional fee to the chair of the remuneration committee, the same rate as the audit committee. This fee averaged €17,860 a 4.3% decrease on the average level noted in last year’s survey, but maintaining an increase over the five years with a 13.9% increase since what was reported in 2020 (€15,526). The fees from being a member of the remuneration committee decreased however by 26.7% to €8,126.
Core committee chair fees
Committee size and meetings
Nomination committees have an average size of 3.72 members, making them the largest of the three core committees. The audit committee follows closely, with an average of 3.67 members, and the remuneration committee averages 3.58 members.
Cairn maintains the largest audit committee, with seven members. The largest nomination committees each have five members, as seen at Greencoat, Irish Continental, I-RES, Kerry, Permanent TSB, Ryanair, Smurfit Kappa, and Uniphar. Among remuneration committees, the largest have five members, as noted at Glanbia, Greencoat, I-RES, and Permanent TSB.
The average frequency of audit committee meetings has increased very slightly, from seven to 7.4. Nomination committees convened an average of 5.3 meeting, up from 4.4 last year. Remuneration committee also met slightly more frequently, averaging 6.1 meetings compared to 5.9 last year.
Beyond the core committees, risk committees continue to convene most often, averaging 12.3 meetings. ESG and sustainability-related committees met five times a year, on average.