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Board composition

2023 South Africa Spencer Stuart Board Index
King IV: The benchmark of corporate governance

There have been significant strides in broader transformation.

  • Almost half of newly appointed directors are women. Amongst all newly appointed directors (male and female), just over one-third are HDSAs. Amongst first-time listed company NEDs, almost a quarter are HDSAs and almost half are women.
  • Of the 49 chairs, 45% (22) are HDSA. Amongst the 49, only 14% (7) are female with three being first time chairs of a public company.
  • 86% of boards across the top 49 companies in the JSE have at least one director with an HDSA background.
  • 35% of all board members surveyed are women.
  • Women represent 39% of all NEDs.
  • 36% of all executive and non-executive board members are HDSA.
  • HDSA women directors are on average younger than their male counterparts, have shorter tenures, and more of them have outside board obligations.

Board size

  • The average South African board size remains 12 3, unchanged for a decade.
  • South African boards are on average larger than those in the EMEA region (10).
  • On average, the TMT&S sector has larger boards comprising of 14 members on average, while the Healthcare sector has the smallest boards of 10 members, on average).
Average Board Size by Sector
Average Board Size
TMT&S 13.6
Financial Services 12.7
Consumer 12
Industrial 11.5
Healthcare 10

Diversity of sector expertise

  • 57% of NEDs have previous experience in the same sector as the company on whose board they sit. 43% bring different sector expertise to the board, in particular from financial services.
Sector expertise

Independence

  • 81% of non-executives are independent (82% in 2012), compared to 66% in the EMEA.
  • 76% of chairs are independent, significantly higher than the EMEA average (61%). The largest proportion of independent chairs in the EMEA is found in Switzerland (87%).

Executives on the board

  • At most companies the CEO (94%) and the CFO (80%) sit on the board, and 40% of companies also have other C-suite, regional or divisional CEOs as board directors.

Tenure

  • The average tenure (executive and non-executive) is 6.1 years.
  • Average tenure ranges from 5.6 to 16 years.
  • On average, women have shorter tenures (4.2 years) compared to their male counterparts (7.2).

Age of directors

Age by role (years)
Max  75th %ile Average 25th %ile Min
CEO 67 59.5 56.2 53 44
CFO 62 56 52.1 49 38
Chair  78 68.5 63.7 59 44
Non-Executive Director  82 66 59.2 53 35
Senior/ Lead Independent  81 67 64 61 51
Vice chair  68 66.3 64.5 62.8 61
Female 73 62.6 56.8 49.3 35
Male 82 65.4 60.3 54.2 35
All 82 65 59 53 35
  • The majority of board members are aged between 55–65.
  • The average age of board members is 60, which is comparable to the EMEA average of 59. The average age of women is 57; that for their male counterparts is 61. The trend is akin to that seen in the EMEA, where women are aged 57 on average and men are 60, on average. Across the various cohorts reviewed (chairs, executives, new directors, etc.) female directors are on average younger than their male counterparts.