Committees

There is an average of 5.5 committees per board, a slight increase over 2023.

All companies (100%) report having an audit committee, although there are several different permutations such as audit, risk & compliance; audit, actuarial & finance; and audit & compliance.

98% of companies in our sample have a remuneration committee and 60% have a nomination committee. These proportions are largely unchanged over the past decade. 10% of companies combine nomination and remuneration under a single committee.

NUMBER OF COMMITTEES

The number of board committees ranges from three to nine. Consumer goods companies have the lowest number of committees and banks have the highest.

A growing number of boards have unique board committees. 28% of the companies featured in this report have unique committees. Here are some examples:

• Customer Interest – Sanlam (insurance): the committee's role is to assist the board to discharge its responsibilities relating to the fair treatment of customers
• Strategic Security – Compagnie Financiere Richemont (luxury goods holding company): the committee has authority to appoint advisors and key officers responsible for security matters within the group
• Climate Resilience – Nedbank (banking): the committee is responsible for the identification, assessment, control, management, reporting and remediation of climate-related risks and opportunities
• Group Model Approval – Absa Group and Standard Bank (banking): the committee assists the board in approving and monitoring model risk appetite; this is separate from the group risk and group credit risk committee
• Large Exposure Approval – FirstRand & Nedbank and Group Large Exposure Credit – Ninety One & Standard Bank Group (banking): the committee assists the board in discharging its credit risk oversight responsibilities, specifically with regard to credit granting and credit risk management
• Disclosure – NinetyOne (asset management): the committee makes recommendations about how and when the company should disclose information
• Related Party Transaction – Old Mutual Ltd (insurance): the committee provides oversight in relation to any related party transaction. It is also mandated to consider, review and make determinations in respect of all conflicts of interest related to the board
• Capital Projects & Review – Gold Fields (mining): the committee contributes to value creation by monitoring, reviewing and evaluating technical matters relevant to operational performance and projects
• Logistics – Exxaro Resources (mining): the committee monitors and reports to the board on developing long-term solutions for logistics access to international markets, identification of medium-term solutions and alternatives, and related matters

Audit committees

The average number of audit committee members is 4.4. This is a slight increase over 4.2 in 2023.

49% of audit committee chairs are women and 51% are men.

In 2024, audit committees met an average of 4.5 times, a decrease from last year’s average of 5.6 meetings a year (and is back to the average number of audit committee meetings of a decade ago).

The majority of audit committee members are retired CEOs, CFOs, audit partners and finance executives.

Nomination committees

The average number of nomination committee members is 4.8. This is a slight decrease from the average of 5 in 2023.

Nomination committees met 4.5 times on average in 2024, very similar to 2023.

27% of nomination committee chairs are women and 73% are men.

Remuneration committees

The average number of remuneration committee members is four, no change from 2023.

Remuneration committees met 5.2 times on average in 2024, the same as in 2023.

40% of remuneration committee chairs are women and 60% are men.