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Board composition

2020 Belgium Spencer Stuart Board Index

2020 Snapshot

 9.6

the average board size

 81 %

of CEOs are board members

 60 %

of directors are independent

 66 %

of new directors have previous experience in a similar industry

 90 %

of new directors joined a Bel 20/Bel Mid board for the first time

Board size

The average board size across Bel 20 and Bel Mid companies is 9.6, approaching the 9.8 seen last year.

The Bel 20 companies continue their trend towards larger boards, with an average board size of 11.4 directors. This is one-third greater than the 8.6 average (down from 9.2) seen among their Bel Mid counterparts.

Across industries, the largest boards are found among industrial, consumer and financial services companies, with 10 directors on average. Board size in the healthcare sector declined from last year’s average of 9.2 directors to 8.8. By a slight margin, the TMT sector has the smallest average board size, falling from 9.9 to 8.7 directors.

Average board size across industries

Last year, 45% of the Bel 20 boards numbered between nine and 14 directors. This year 50% of the Bel 20 boards fall into that range, representing an 11% increase. For those Bel 20 boards composed of eight or fewer directors, the proportion is 25%, a 29% drop compared with last year and a 44% decrease on 2018. At Bel Mid boards there is a significant decrease within the range of nine to 14 directors — compared with last year’s 55%, this year only 43.2% of boards fall within this range.

Executive directors

In 2020, executive directors account for 13% of all board members across both indices, a similar proportion seen last year; the figure is the same whether looking only at Bel 20 or Bel Mid boards.

The CEO is a board member in about 81% of companies, a figure unchanged from last year. However, reversing last year’s situation, CEOs are more common on Bel 20 boards (85%) than their Bel Mid counterparts (78%). CEOs represent 68% of all executives on the board, whereas CFOs account only for 10% of the total. Two companies (Warehouses de Pauw and Wereldhave) have co-CEOs on the board.

Only seven companies out of the 57 under review give a seat at the board to their CFO, slightly fewer than last year. One company, Tessenderlo Group, uniquely combines the chair and CFO role.

Executive directors on boards

Chairs and vice chairs

The roles of chair and CEO continue to be largely separated, as recommended by the Belgian Corporate Governance Code. This year only Colruyt, Econocom, and Immobel have the same person combining the role of CEO and chair.

Vice and deputy chair roles remain unusual in Belgium, where fewer than a quarter (21%) of boards have this role. Vice chairs are more common on Bel 20 boards (30%) than on Bel Mid (16%). By sector, vice chairs are most frequently seen among financial services companies.

Ageas, Argenx, D’Ieteren, Groupe Bruxelles Lambert, KBC Group, Kinepolis Group, Montea, Orange Belgium, Sofina, and UCB have a vice chair on their board. Elia is the only company that has two vice chairs.

Independent directors

Independent non-executive directors now comprise 60% of directors (excluding chairs), an increase of roughly 8 percentage points over the past year. Among all Bel 20 directors, 59% are deemed independent, an 11 percentage point increase compared to 2019. In Bel Mid companies the number is 20% higher, at 60%, than last year’s 50%.

In six companies, two from the Bel 20 and four Bel Mid, all non-executive directors are independent. In three additional companies of the BelMid – Care Property Invest, Melexis, and VGP – all non-executive directors are independent with the exception of the chair. Only 37% of the companies under review have independent chairs, compared with last year’s 41%, confirming a noticeable trend towards fewer independent chairs over the past few years.

Our perspective

Independent non-executive directors are the main source of diversity in our sample. 53% of them are women, compared with only 35% of all NEDs. In addition, 69% of all foreign NEDs are independent (foreign NEDs accounting for 31% of all NEDs). This might demonstrate that reference shareholders tend to be more conservative regarding the profile of their representatives on the board of directors. However, it may also indicate that reference shareholders use the independent NED as both a source of different views and as a means of satisfying the regulatory gender diversity requirement.

New directors

21 directors (almost 4%) were appointed in the 12 months prior to 1 June 2020, one as chair of the board, five as CEO and the remaining 16 as regular NEDs.

The composition of this cohort has changed compared with the previous year. Female directors (both non-executive and executive) account for 24% of new directors, down from 50% in 2019 and up from 18% in 2013.

52% of new directors are foreign, with eight different nationalities represented, a slight decrease from last year’s 56%. 

The average age of new directors in our research period is 55.1 years, slightly younger than the 56.2 recorded in 2019. Across the sample, 52% of the cohort were appointed to Bel Mid companies and 48% were Bel 20 new nominations. The proportion of new directors considered independent has fallen to 24%, compared with last year’s 64%. Moreover, only 10% of new directors hold a position on another Bel 20 or Bel Mid company board.

Among new directors, 67% have executive experience in the same industry as the company board on which they sit. Regarding functional backgrounds, 52% of all newly appointed directors have been a CEO or general manager and 10% have finance-related experience, either as CFO or audit partners. The remaining 38% of directors come from various managerial roles (including experience at C-level, e.g. chief operating officer or chief risk officer), or from academia.

New directors by role
New directors: functional backgrounds

Age of board members

Continuing the trend of previous years, the average age of directors across our sample is slightly higher than in 2019, at 58.6 years. The average age of newly appointed non-executive directors is 55.1.

The average age of executive directors on boards is 55.2 this year, reaching 58.6 for non-executives. When comparing both indices, the average age of Bel 20 directors (59.1) is higher than that of Bel Mid directors (58.2). Among chairs, the average age is 62.9 years, slightly above last year’s figure of 62.4. The average age of Bel 20 chairs is 65.3; among Bel Mid chairs it is 61.6 years.
 
Among CEOs, the average age is 54 years, slightly below the 54.6 seen in 2019. This fall is accounted for by a significant decrease in the Bel Mid, from 54 years to 52.8. Bel 20 CEOs recorded a small increase, from 55.7 years to 55.9 in the period under review.

The age gap between female and male non-executive directors persists, despite falling from an average of 2.7 years in 2019 to 1.8 this year. The biggest age gap is among executive directors, at three years. Turning to CEO roles, the difference is negligible, at 0.1 years.

Average age of directors

Mandatory retirement ages are becoming less common for directors across Europe. However, almost half of Belgian boards (49%) impose mandatory retirement for non-executive directors in order to regulate board composition. In the Bel 20, the figure rises to 65%. From boards where mandatory retirement is in place, the average age is 70.6 years, with a range of between 69 and 75 years. Several boards do offer the possibility of continuing service after retirement age, subject to a review or if special circumstances allow it.

Length of service

The average length of service for non-executive directors (excluding chairs) has risen significantly in the past two years, from 5.6 in 2018 to 6.6 this year. Among Bel 20 non-executives, the average tenure is 7.9 years, compared with 5.7 for Bel Mid.

Among chairs, average tenure is 10.9 years. Looking at the individual indices, averages are 11.6 and 10.4 years in Bel 20 and Bel Mid companies respectively. Only 13% of chairs have been in the role for three years or fewer, down from 39% in 2019. Among all chairs, 27% had not served on the same board prior to taking up the role and 12% had been CEO of the company before their appointment.

Average tenure across all CEOs remains around 7.5 years, increasing to 9.6 years where the CEO is a board member. Regarding chief financial officers, tenure stands at 4.6 years for those who are also board members, and 6.2 for regular executive directors.

Executive committees

The executive committees (ExCom) are one of the most common sources of potential new non-executive directors for listed companies. Across our sample, the average ExCom size is 6.2 members. Bel 20 companies have an average of 8.2 members while Bel Mid amount 5.3.

37% of all ExCom members are foreign, a proportion that rises to 46% in the Bel 20, despite a drop from 2019, with 50%. In Bel Mid companies, however, the number of foreign members represent only 29%. About 30% of all CEOs are foreign.

Women account for almost 16% of all ExCom members, with Bel Mid companies having a higher percentage (16%) than the Bel 20 (15%). However, this is still rather low compared to the female representation in boards of directors (35%), proving the effect of gender quotas.