The 2023 South Africa Spencer Stuart Board Index covers the largest 50 companies on the Johannesburg Stock Exchange by market cap, with primary and secondary listings on this bourse. Market value as at 31 May 2023 was applied and these range from R2.827 trillion (BHP) to R31 billion (Hammerson).
The purpose of the survey is to provide a comprehensive review of governance practices in these 50 companies at a given point, in order to identify and track significant trends that have emerged over the past decade.
Industrial sector companies dominate the top 50 companies.
Methodology
Information has been compiled from publicly available sources. This report analyses board composition data as at our 31 May 2023 cut-off date for inclusion. Remuneration data is taken from the most recent annual report published prior to 31 May 2023.
In addition, we provide comparisons across some of the data sets from the 2012 Board Index, enabling a view of shifts made in governance and board remuneration practices over the last decade.
In our 2012 Board Index, the King III Report on Corporate Governance was an important reference point. For this survey, the prevailing code is the 2016 King IV Report on Corporate Governance.
In some sections South African data is examined in relation to comparable detail from Europe and the Middle East, the better to illuminate key South African trends in a global setting. The comparison countries, and the number of companies surveyed in each, are:
Belgium: 56 companies
Brazil: 129 companies
France: 120 companies
Germany: 40 companies
Ireland: 20 companies
Italy: 100 companies
Nordics: 100 companies
Spain: 100 companies
Switzerland: 47 companies
Turkey: 28 companies
UK: 150 companies
Our data is grouped into the following categories: composition, organisation, and remuneration.
Notes and definitions
Diversity is considered across a number of perspectives. There is that of Historically Disadvantaged South Africans (HDSA), referring to black, coloured, and Indian population groups originally disadvantaged under apartheid, and, also, that of gender. In addition, age and nationality are included as dimensions of diversity.
The data considers board chairs and non-executive directors (NEDs) separately where this makes sense — for example, in terms of remuneration and tenure. In other instances, they are considered as a collective of “board members”, particularly in respect of gender, race, and nationality. Executive directors in this survey are predominantly chief executive officers and chief financial officers.
Foreign directors are defined as being of a different nationality to the company on
whose board they sit. If a director has multiple nationalities, one of which is South African, they are considered a South Africa national for the purposes of this review.
The new directors category relates to those joining a board in the 12 months preceding the 31 May cut-off date, i.e., between 1 June 2022 and 31 May 2023.
While we cite the remuneration data in the currency applied by the respective
companies in their annual reports, we have converted all figures to Rands for the broader analysis, using Pound Sterling Live (a specialist news and data provider).
Note: While our sample comprises the largest 50 companies on the JSE by market cap, our analysis is based on 49 companies as Reinet Investments S.C.A. is managed by a general partner rather than a board of directors.
We trust you will find this edition of the Spencer Stuart South Africa Board Index useful. If you would like to discuss any of the issues raised here please do not hesitate to contact us.
Spencer Stuart Contributors
Johannesburg Team: Mpho Seboni, Lisa Mariano, Fungai Chigwendere, Phumla Maboya, Lerato Moepye and Nandika Ballyraj
Europe team: Livia Enomoto, Keith Fryer and Alastair Rolfe