The average board size across Bel 20 and Bel Mid companies is 9.8 members, close to the 9.6 recorded last year.
As noted in our 2021 survey, Bel 20 companies continue to slightly expand their boards, reaching an average of 11.6 directors, up from 11.1. Bel 20 companies have about 32% more directors than their Bel Mid counterparts, which have 8.8 directors on average, close to the 8.6 recorded last year.
The average number of directors varies by industry. Industrial, consumer, and financial services companies tend to have the largest boards, with 10.2, 10.6 and 9.3 members, respectively. Boards in the healthcare sector are slightly smaller, with 9 directors. The smallest boards are to be found in the TMT sector; with 7.8 directors.
Average board size across industries
In 2022, executive directors account for 16.7% of all board members across both indices (an average of at least one executive director per board). The proportion of executive directors in Bel Mid companies is slightly higher than that seen in the Bel 20 — most likely because Bel Mid boards are smaller on average than those in the Bel 20.
The CEO is a board member in about 81% of all Belgium listed companies, a proportion that is higher than the 72% seen last year. There are more CEOs on Bel Mid boards (84.6%) than among Bel 20 boards (75%). When looking at the executive role of the executive directors, the CEO is by far the most common, accounting for 53% of all executive directors on the board.
The next most-represented executive at board level is the CFO (14%). The secretary of the board is present on only 4% of boards, while 6% of the board chairs are executive chairs. The remaining 23% of executive directors are in roles such as divisional CEO, COO, chief investment officer, chief risk officer, chief research or scientific officer, chief strategy officer or chief legal officer.
Chairs and vice chairs
The roles of chair and CEO continue to be largely separate, as the 2020 Belgian Code on Corporate Governance recommends. Five companies combine the role of chair with that of CEO: Colruyt, Galapagos, Immobel, Intervest Offices & Warehouses, and TINC. Two of these companies have a family reference shareholder.
Vice and deputy chair roles remain the exception in Belgium, where just over a quarter (28.8%) of boards include this role. However, we note a 9.5% upward trend in such appointments. Vice and deputy chairs are more often seen in family-owned companies. Indeed, 35% of the 26 family-owned listed companies have such a role, compared to 24% in non-family-owned businesses.
The following 17 companies have a vice chair on the board: Ageas, Argenx, Ascencio, Deceuninck, D’Ieteren, Econocom Group, Elia Group, Groupe Bruxelles Lambert, Home Invest Belgium, KBC Group, Kinepolis Group, Mithra Pharmaceuticals, Orange Belgium, Sofina, Titan Cement, UCB, and Umicore. Deceuninck and Elia are the only companies where two vice chairs are in place.
Independent non-executive directors (NEDs) account for 66% of all directors (excluding chairs and vice chairs), a slight decrease of 0.8% compared to last year. Among all Bel 20 directors, 65.1% are deemed independent. Bel Mid companies have a greater representation of independent directors, with about 66%. This means that, other than among chairs and vice chairs, the boards under review are composed of a majority of independent directors. Moreover, in 12 companies all NEDs are independent (five in the Bel 20 and seven in the Bel Mid).
Only 35.6% of the companies under review have independent chairs. The level is very close to that of 2021 (36.8%), and below the 37% recorded in 2020. Although the decline in the number of independent chairs has halted in 2021, neither do we see any significant increase in 2022. This can be explained by the relative rise of independent NEDs over the period acting as a counterweight to the number of independent chairs.
Gender diversity among the Belgian listed companies is steadily increasing. This year all but one of the Bel Mid and Bel 20 companies — the exception being Brederode — have at least one female board member in the capacity of either executive or non-executive director. Women account for 35.2% of the directors of the Belgian listed companies; in 2017 representation of female directors on the boards stood at 30.4%. The progression indicates that in the case of board directors, legal quotas are effective.
Similar to last year, 90% of Bel 20 and Bel Mid boards achieved the regulatory 33% female board membership. The great majority of Bel 20 companies are compliant with the regulations; the exceptions are Umicore and Argenx, which follows Dutch regulations. In the Bel Mid, 87% of the companies comply. The exceptions are: Brederode and Shurgard (both headquartered in Luxembourg), Azelis Group, Intervest Offices & Warehouses, and Xior Student Housing.
We define foreign directors as having a nationality that differs from that of the company. On that basis, there are 198 foreign directors on the boards of the companies under review. The proportion of these foreign directors on Bel 20 and Bel Mid boards recorded a slight 2% increase, from 33.6% to 34.4%, compared to our 2021 survey. The boards of two companies (Shurgard and Titan Cement) are composed entirely of foreign non-executive directors.
65.6% of the foreign NEDs are independent, confirming last year’s finding that shareholders use the requirement to have an independent director to bring diversity. This suggests that shareholders tend not to opt for diversity by nationality when appointing their non-independent representatives on the board.
13 companies or 22% of our sample have a foreign chair, a negligible decline from the 14 companies that did so in 2021.
With regards to the citizenship of foreign directors, the majority are from Europe. Close to half (49%) come from near-neighbours such as France, the UK, the Netherlands, and Germany. French directors alone represent 24.7% of all foreign directors, and the ranks of British directors have grown to make up the second-largest single European group (9.3%). As with last year, the largest cohort of non-European foreign directors is North American, representing 15.2% of all foreign directors and most commonly found in biotech and biopharma companies (Argenx, Galapagos, and UCB, for example).
Among the foreign directors, 38.9% are women.
Origin of non-Belgian nationals — all directors
Foreign directors are more common among the Bel 20 companies, where they represent 41.1% of all directors. In the Bel Mid, foreign directors account for 29.9% of all directors. It should be noted though that, although smaller, this latter proportion does mark a 6% increase from the 28.1% seen in the 2021 survey, confirming an overall upward trend among the Bel Mid companies.
On average, Belgian boards include four different nationalities. 40 different countries are represented among the Bel 20 and the Bel Mid boards.
When looking at sectors, of the 198 foreign directors already noted, 33.8% are found in the industrial sector, 21.7% in financial services, 20.7% in healthcare, 10.1% in consumer and 13.6% in telecommunication, media and technology (TMT).
60 directors were appointed in the 12 months prior to 1 June 2022. One was appointed as board chair and another appointed as chair and CEO, five as CEO, one as CFO, three as government representative, two as executive directors, and the remaining 47 as non-executive directors. 65% were appointed to Bel Mid companies, and 35% to the Bel 20.
The composition of this cohort has changed compared to that seen in the 2021 survey. Female directors (both non-executive and executive) account for 33.3% of new directors, a proportion that is down by almost 24% compared to last year, when 43.8% of the new directors were women.
Regarding origin, 48.3% of new directors are foreign, with 13 nationalities represented, an increase from last year’s 39.6% and above the average for foreign directors (34.4% of all directors in our sample).
The average age of new directors in our research period is 54.3 years, slightly younger than last year’s average of 55.
More significantly, we see that 56.7% of all new directors are deemed independent (compared to 70% observed in the 2021 Board Index) and that none of them holds another directorship in a Bel 20 or Bel Mid company. This ensures that new experience and expertise is brought in to refresh the boards of the largest Belgian listed companies. It also demonstrates that, when appointing independent directors, companies are seeking to identify talent that augments and complements that of their existing board.
Among new directors, 61.7% have current or previous executive experience in the same industry as the company board on which they sit. Regarding functional backgrounds, 22% of all newly appointed directors have been a CEO or general manager, and 7% have finance-related experience, either as CFO or audit partner. The remaining 71% of directors come from other C-level roles, e.g. chief operating officer or chief risk officer, alongside a few from academia.
Age of board members
Research for the past few Belgium Spencer Stuart Board Indexes indicates that the average age of all directors among the largest Belgian companies has stabilised, at around 58 years. The average age of all directors is 58.6, compared to the 58.9 years seen in our previous survey. When comparing both indices, Bel 20 directors are 59 years old on average, and Bel Mid directors average 58.4.
Executive directors are aged on average 55.8 years, and non-executive directors 58.6 (as to be expected, newly appointed NEDs are younger, at 54.5 years). Also to be expected, chairs are older, at 63.7 years on average (63.6 in the Bel 20 and 63.8 years in the Bel Mid).
A two-year age gap between female and male non-executive directors persists, with women younger on average than their male counterparts (57.1 and 59.8 years, respectively). However, the age gap between female and male chairs narrows significantly: at 63.1 years, female chairs are on average just seven months younger than the 63.8 recorded among their male counterparts.
Mandatory retirement ages for directors are becoming less common across Europe and Belgium is no exception. Last year, almost half (49.1%) of Belgian company governance imposed mandatory retirement for NEDs in order to regulate board composition.
This year, the proportion of the largest Belgian companies imposing mandatory board retirement has dropped to 37.3%, representing a 24% fall. In the Bel 20, the figure rises to 45%, but is down from the 60% seen in the 2021 survey. Among boards across both indexes where mandatory retirement is in place, the average age limit is 70 years, across a range of between 65 and 75 years. Several boards, such as those of Groupe Bruxelles Lambert, TINC, and Xior Student Housing, 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 tenure (from appointment) of non-executive directors (excluding chairs) has risen across recent years with an average of 6 this year. Among Bel 20 non-executives, the average tenure is 7.1 years, longer than the 5.3 years observed among directors in the Bel Mid. This gap is explained by some directors with long tenures in companies such as AVH, ABInbev, Colruyt and KBC.
Among chairs, average tenure is 11.6 years. Looking at the individual indices, averages are 12.7 and 11.1 years in Bel 20 and Bel Mid companies, respectively. 41.8% of chairs have been in the role for three years or fewer, while among all chairs, 3.3% had not served on the same board prior to taking up the role. 8.3% had been CEO of the company before their appointment.
The executive committee (ExCo) is the most common potential source of new non-executive directors for listed companies. Across our sample, ExCos average 6.3 members. The ExCos of Bel 20 boards are larger (about 23%) with an average of 7.4 members, than among Bel Mid companies (six members on average).
Women on the executive committee
Women account for a dramatically low 15.7% of all executive committee (ExCo) members in our sample, albeit up slightly from the 13.7% recorded in our 2021 survey. The Bel Mid companies have a slightly higher proportion of women on the ExCo (16.2%) than the Bel 20 (14.9%).
These figures show that, on average, there is not even one female ExCo member for each of the largest companies listed in Belgium.
Gender diversity remains a critical issue in the largest Belgian listed companies. At board level, while the overall proportion of woman exceeds the legal requirement, with a global average of 35.2%, we see that companies are not willing to go further. Indeed, this year, the proportion of women in the newly appointed non-executive directors cohort is just 33%, a 24% reduction since 2021.
More importantly, gender diversity is lacking within the top executive community. Just 5% of CEOs are women and there is also an appallingly low proportion of women on executive committees at 15.7% – that is one woman per executive committee on average.
Companies must act urgently to bring more women on to ExCos, in particular by implementing robust programmes to achieve that goal. Indeed, executive committees are the incubators for future, talented CEO and board members. Having such a low percentage of women on executive committees will have a direct impact on the proportion of women in those roles.
If one compares the impact of regulatory requirements at board level, where female representation is relatively more prominent, the unequal hiring of women to the ExCos is thrown into sharp relief. Once again, the limits of quotas are apparent — they help, but are ineffectual at shifting the mindset of the Belgian business community, which should focus on this as a matter of urgency.
Foreign executive committee members
33.5% of all ExCo members are foreign. The proportion of foreign executives is higher in Bel 20 companies, with 45.3% (up from 44.1% in 2021) than in the Bel Mid, which has 25.7% foreign ExCo members.
There are twice as many foreign executives on the ExCos of the largest companies listed in Belgium than there are women.
Chief executive officers
Among CEOs, the average age is 56 years, down very slightly from 56.7 seen last year. Current tenure across all CEOs stands at an average of 6.3 years, rising to 7 years where the CEO is a board member. For comparison, current average tenure among chief financial officers is 4.7 years, falling to 3.3 years where the CFO is a board member.
About 33% of all CEOs are foreign. Bel 20 companies continue to have a higher proportion of foreign CEOs (30.2%), same as last year.
The number of female CEOs is exceptionally low. Among the Belgian listed companies, only 5% of CEOs are women — although that is an improvement from last year’s 2%.