Committees

Number and range of board committees

• Companies have an average of 5.4 committees per board, compared to the EMEA average of 3.8. Ireland’s boards maintain a similar average number of committees as the largest South African boards. There is a more significant difference among both Nordic-Finland and Nordic-Norway boards, which average 2.3 committees.
• All companies in the sample maintain an audit committee (in various permutations such as audit, risk and compliance; audit, actuarial and finance; and audit and compliance, etc). 98% of the cohort have a remuneration committee. The proportions have not changed significantly in 10 years.
• 88% of the companies surveyed have a nomination committee.
• The range of the number of board committees is three to nine, with the fewest committees seen among consumer goods companies and the most among the banking sector.
•  A total of nine of the companies featured in this report maintain unique committees:
• Customer interest — Sanlam (insurance). The committee assists the board in discharging its responsibilities regarding fair treatment of customers.
• Strategic security — Compagnie Financière Richemont (luxury goods holding company): The committee appoints advisers and key officers responsible for group security matters.
• Climate resilience — Nedbank (banking): Responsible for the identification, assessment, control, management, reporting and remediation of all categories of climate-related risks and opportunities.
• Models — Absa and Standard Bank (banking): Assists the board in approving and monitoring model risk appetite, which is separate from the group risk committee and the group credit risk committee.
• Large exposure — FirstRand (banking): Assists the board in discharging its credit risk oversight responsibilities, specifically with regard to credit granting and credit risk management.
• Disclosure — NinetyOne (asset management): Helps the board to identify inside information and to make recommendations about how and when the company should disclose that information.
• Related Party Transaction — Old Mutual (insurance): Provides oversight in relation to any related party transaction. The committee is also mandated to consider, review, and make determinations in respect of all conflict of interests matters related to the board.
• Investigations — Glencore (commodity trading and mining): Responsible for oversight and material decision-making as the company’s response to material governmental investigations.

Number of committees

	1	2	3	4	5	6	7	8	9	TotalΣ
% of companies	0	0	8	16	29	29	8	8	2	100%

Committees	% of companies
1	0
2	0
3	8
4	16
5	29
6	29
7	8
8	8
9	2
Total	100%

Committee size and profile of members

Audit committee

• The average number of audit committee members is 3.18, down from 3.75 a decade ago.
• 96% of members are independent non-executive directors. According to King IV, “All members of the audit committee should be independent, non-executive members of the governing body.”
• In terms of functional experience, most audit committee members are former CEOs, CFOs, audit partners or finance executives. 24% of audit chairs are former CEOs, 37% are former CFOs, and 10% are former audit partners. The remaining 29% have diverse financial backgrounds, including tax accountant, investment director, and economist etc.
• Audit committee members convene on average 5.6 times a year, compared with a decade ago when members met 4.5 times a year.
• The EMEA average for audit committee meeting is 6.3 meetings; France is most comparable to  South Africa, with an average of 5.6 meetings per annum, and Italy the least comparable, at 12.8 meetings.

Remuneration committee

• The average remuneration committee has 3.98 members, just over half of whom are independent non-executive directors. This is in line with the King IV recommendation that “All members of the committee for remuneration should be non-executive members of the governing body, with the majority being independent non-executive members of the governing body”.
• 40% of remuneration committee members are former CEOs and 19% are former operations executives. Only 11% are former human resources executives. The remaining 30% have diverse functional backgrounds, such as marketing executives, academia, finance, and egal.
• On average, remuneration committee members meet 5.2times a year, a 57% increase from a decade ago when members met on average 3.3 times.
• The EMEA average is 5.6 meetings, with the most comparable countries being Ireland & Nordic-Finland (5.4), and the least comparable being Italy, at 7.8 meetings.

Nomination committee

• The average number of nomination committee members is five, just over half of whom are independent NEDs. This is in line with King IV, which recommends that “All members of the committee for nomination should be non-executive members of the governing body, with the majority being independent non-executive members of the governing body.”
•  Nomination committees meet on average 4.4 times a year. The EMEA average is 4.7 meetings per annum. The fewest number of meetings are reported in Belgium (2.5), and the most in Spain at 9.3 meetings.