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Board committees

2020 Belgium Spencer Stuart Board Index

2020 Snapshot

 3

is the average number of committees in the Bel 20

 50 %

of boards have additional committees beyond audit, nomination, and remuneration

 36 %

of audit committees are chaired by women

 52 %

of audit chairs have CFO or audit partner experience

 68 %

of audit committee members are independent

Boards in our sample had on average 2.7 committees. Bel 20 companies average three committees; the Bel Mid average is 2.6. Many Belgian companies (65% this year) combine committees, most commonly the remuneration and nomination committees. Of the cohort, 10% do not have a nomination committee, either combined or separate. There is one company that has only one committee, and 10 companies have four.

Audit committee

Currently, all companies in both indices have established an audit committee, except for Xior Student Housing (where the whole board acts as the audit committee).

On average, audit committees met 5.2 times and have 3.5 members. 11% of all companies combine their audit committee with another (risk, finance, or compliance). On average 68% of audit committee members are independent, with 24% of companies having an audit committee composed exclusively of independent members. Independence among audit chairs is also higher, at 73%.

Among audit chairs, 52% have a CFO or audit partner experience, up from 44.8% last year. 22% have executive experience in financial services more broadly, a 16% increase from last year, and the remaining audit chairs come from academia.

The gender balance of audit chairs remained almost constant over the past year — 36% of chairs are now women. Among Bel 20 audit chairs, 40% are female. Similarly, the total audit committee composition among Bel 20 boards averages 40% female, rising only slightly from 38.9% in 2019. The Bel Mid index remains slightly behind the Bel 20 in terms of gender balance among audit chairs, with a proportion of 38%, up from 32%.

Women make up 39% of all audit committee members, increasing from 35% last year.

Remuneration and nomination committees

As already noted, nearly two-thirds of companies in our sample combine their remuneration and nomination committees.

Remuneration committees report the smallest membership on average, at 3.2, compared with 3.3 for nomination committees and 3.5 for audit committees. Remuneration and nomination committees met on average four times a year. The average number of members remained constant for both remuneration and nomination committees.

Among companies with a separate remuneration committee, 13% have a female chair, a slight increase from last year. Looking at both remuneration and nomination committees, the percentage of female chairs and female members on the committee rose during the past year.

Committee metrics
Members Meetings % female members % female chairs % independent members
Audit 3.5 5.2 38.7% 36.4% 68.3%
Remuneration 3.2 4 39.9% 28.6% 73.2%
Nomination 3.3 4.1 34.4% 25.6% 64.6%

Other committees

Beyond the core audit, nomination, and remuneration committees, 49% of companies in our sample maintain additional committees, a 23% increase since last year. The most common extra committee is the strategy committee, followed by the risk committee. Beyond these additional committees, six companies have combined their audit committee with risk, compliance, or finance. The “other” category in the chart encompasses a number of different committees, such as research and development, scientific, corporate governance or product.

Other board committees