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Board committees

2022 Belgium Spencer Stuart Board Index

2022 Snapshot

 50 %

of combined remuneration/nomination committee chairs are women

 42 %

of audit committee chairs are women


the number of boards with an ESG committee

 72 %

of audit committee members are independent

The boards in our sample have on average 2.8 committees. 71% of the companies this year combine the remuneration and nomination committees. Of the cohort, 5.1% do not have a nomination committee, either combined or separate. One company, Brederode, maintains only an audit committee that oversees audit, governance and risk management. Nine companies have four committees; three companies have five.

Audit committee

All companies in both indices currently have an audit committee, either as a separate entity or combined with another committee. On average, audit committees met five times and have 3.4 members. 27% of all companies combine their audit committee with another (in general, risk, finance, or compliance). On average 72% of audit committee members are independent, with 32% of companies having an audit committee composed exclusively of independent members. Independence among audit chairs is also high, at 83.6%.

The gender balance of audit chairs is greater than last year: 41.8% of chairs are women, compared to 39% reported in the 2021 survey. Among Bel 20 audit chairs, 61.1% are female, compared to 32.4% in the Bel Mid.

Remuneration and nomination committees

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

Nomination committees report the largest membership on average, at 4 members, compared with 3.3 for remuneration committees. Remuneration and nomination committees met on average four and five times, respectively.

Among the combined nomination and remuneration committees, 29% have a female chair. Looking at both remuneration and nomination committees, the proportion of female chairs and female committee members rose during the past year.

Members Meetings % female members % female chairs % independent members
Audit 3.4 5 38.8% 41.8% 72.1%
Remuneration & Nomination 3.8 4 41% 29% 75%
Remuneration 3.3 4 35% 8% 75%
Nomination 4 5 46% 29% 64%

Other committees

Beyond the core audit, nomination, and remuneration committees, 39% of companies in our sample maintain additional committees, down from the 44% recorded last year. The most common additional committee is the investment committee, followed by the strategy committee.

This year, we observe that four companies (bpost, Shurgard, Sofina, Solvay) have established ESG committees for the first time, joining Euronav and Ion Beam Applications, which set up ESG committees last year, and bringing the total to six. TINC has set up an ESG committee within their management board. There is a global trend towards raising the importance of ESG topics in boardrooms.

Beyond these additional committees, 16 companies have augmented their audit committees with risk, compliance and/or finance. The “other” category in our chart encompasses a number of different committees, such as research and development, scientific, innovation, corporate governance, product, and commercial.

Other board committees