In Belgium, director remuneration is generally composed of several parts: a base fee and a board meeting fee, as well as a committee member base fee and a committee meeting fee. The weight of these components depends on the company remuneration policy, with about 59% of boards paying both a base and a meeting fee to their non-executive directors. 39% pay only a retainer, and 2% pay only a meeting fee.
For chairs, 54% of boards pay only a chair retainer and 39% also pay a meeting fee, while the remaining 7% either do not remunerate their chair as they are in executive roles or do not disclose their remuneration policy.
This year the average total non-executive director remuneration across both indices is €44 432. Separating the two indices, the average Bel 20 remuneration is €60 542 and €36 158 for the Bel Mid.
The highest average total non-executive remuneration is a Bel Mid constituent, Euronav, at €100 000, because it provides the highest board meeting fee among both indices, at €10 000. TINC had the lowest total fee average at €14 000.
Looking in more detail at the remuneration components, the average fixed fee for both indices is €31 631, and per meeting fee is €2 616.
Combined, the non-executive total fee is €44 432. Among Bel 20 boards, the average fixed fee is €43 605, while in the Bel Mid it is €25 311. The average fee per meeting in the Bel 20 is €2 850 and in the Bel Mid €2 471.
As a result, the average total non-executive fee for Bel 20 is at €60 542, nearly doubling the Bel Mid average of €36 158.
Three companies (one fewer than last year) did not disclose their chair remuneration policy. In our sample, the average chair total fee is €115 756, a 2% decrease in respect to 2019. For Bel 20, the figure is €153 026, a 14% less, and €94 929 in the Bel Mid, a 5% increase. This is a result of three companies moving up to the Bel 20 (Argenx, Barco and Warehouses de Pauw) with an average chair retainer of around €78 000, and the leaver (Ontex) remunerating its chair with a €120 000 retainer fee.
More than half of the companies paid only a fixed base fee to the chair; 39% of companies paid both a fixed retainer and an attendance fee per meeting. The average fixed retainer for the chair is €103 266: €140 789 in the Bel 20 and €82 297 in the Bel Mid. Among companies that pay an additional attendance fee per meeting, the average for the chair is €3 261: €3 938 in the Bel 20 and €2 875 in the Bel Mid.
Distribution of chair remuneration
In 2019, 12 companies have a designated vice chair. From those, eight remunerate their vice chair at a rate higher than the non-executive director fee. Consequently, the average total vice chair fee (retainer plus meeting fees) is €87 806, some 7% less than the previous year.
Committee chair and member remuneration (€000)
As with overall remuneration, committee remuneration can be paid as a base fee, a fee per meeting, or a combination of the two. About 88% of boards remunerate committee membership in some form: roughly one-third pays a fixed fee only, another third a meeting fee only, and the remaining third provides both components. Compared with 2019, committee fees have increased or remained stable.
Across audit and remuneration committees the average retainer for chairs rose within a 16% to 20% range. Even so, member retainer fees decreased by 3% and 5% on average, respectively. Fees per meeting across committees either did not change, or fell, contributing to the stabilization of average total fees for both chairs and non-executive directors.
The average retainer for audit committee chairs is €21 198 and for members €9 892, representing growth of 16% and a slight decrease of 3% over last year’s averages. However, the average meeting fee for both chairs and members remained equal. The average meeting fee is €2 678 for chairs; members get €2 084, around the same level as last year.
29% of boards remunerate the audit committee chair with a fixed fee only, 35% use a meeting fee only and a further 28% of boards remunerate chairs both with a meeting and fixed fee. The remaining 8% of companies either do not separately remunerate their audit chair or did not have an audit committee.
Remuneration and nomination committees
While not every company in our sample remunerates members of their audit committee, even fewer pay their remuneration or nomination committee members. As previously discussed, a significant proportion of companies combine these two committees. Among these companies, the average chair total fee is €14 504, a rise of 21% from last year, and the member fee is €8 379, a 5% drop.
In companies that do maintain separate committees and pay fees to members, the remuneration committee average chair retainer is €9 904, and the meeting fee is €2 330, almost the same levels seen in 2019. For remuneration committee members, the average retainer is €7 404 and meeting fee is €1 938. Among nomination committee chairs, the average retainer is €10 814 and the meeting fee is €2 409. For committee members, the average retainer has declined slightly to €7 782; however, the average meeting fee of €1 951 represents a 17% fall.
Remuneration in shares
The 2020 Belgian Corporate Governance Code introduces an obligation to pay share-based compensation to non-executive directors. This could prove to be an effective lever for attracting talented profiles by providing a low-cost means of increasing compensation.
Share-based remuneration schemes are fairly new in Belgium and only a handful of companies have implemented them (e.g., AB InBev, Bekaert or Umicore). So far, only six of the Bel 20 companies and one Bel Mid company have complied with this obligation, but none mentioned the potential lack of attractiveness as a reason for its introduction.
The structure of share-based schemes varies from company to company:
- As the Code states, this scheme is not subject to a director’s performance and qualifies as fixed remuneration;
- Share grants are usually treated as a proportion of the retainer fee. Ageas, for example, expects that any potential remuneration increase will be paid in shares up to a maximum of 20% of fixed compensation;
- Companies that impose holding requirements generally ask directors to hold shares for a proposed percentage of the total remuneration (e.g., 20% at Cofinimmo), or an amount equivalent to one yearly retainer (e.g., Galapagos), or one year of full compensation as director (e.g., the system being considered at Sofina), or a specific number of shares (e.g., 100 at GBL);
- A certain period of time is offered to build the position in one term. Some companies offer the opportunity to convert part of the retainer to shares; at Bekaert, for example, directors can elect to receive 0%, 25% or 50% of the fixed remuneration in shares.
- The new regulations mean that shares must be held for at least one year after a director’s mandate ends.
Most boards have discussed the new Belgian Corporate Governance Code, either at their own initiative or at the strong suggestion of proxy advisors. However, many have decided to delay their decision on the introduction of the share-based mechanism by at least one year.