Committees

The average number of board committees across the ISEQ 20 is five. All the ISEQ 20 boards maintain the three recommended sub-committees: audit, remuneration, and nomination. 70% of boards had four or more committees.

Outside the audit, remuneration, and nomination remits, the two next most frequently established committees (whether fully or partially dedicated) are those that deal with risk and sustainability-related issues.

50% of the ISEQ 20 maintain a risk-related committee. Four of these are standalone risk committees attached to the boards of financial services organisations (Allied Irish Banks, Bank of Ireland, FBD Holdings, and Permanent TSB). The remaining committees combine risk with audit, audit and compliance, or sustainability (as in the case of Flutter Entertainment).

ESG/sustainability committee

The rising number of ESG and/or sustainability committees across the ISEQ 20 highlights growing pressure on companies and boards to improve how they respond to and manage ESG and sustainability issues.

60% of boards in our sample had a fully, or partially dedicated, ESG or sustainability committee. There are nine ESG and/or sustainability committees among the ISEQ 20; a further three companies combine ESG/sustainability with existing committees, including risk (Flutter Entertainment) and nomination and governance (Kerry; Uniphar).

Where no dedicated ESG or sustainability committee is established, responsibility for ESG policies and strategy is typically held by the entire board.

Among the ESG/sustainability committees within this ISEQ 20 cohort, all bar two included at least one senior board position, most commonly the SID, who sat on the majority (60%) of these committees. AIB and Kerry included a combination of SID alongside either the chair or CEO. The ESG committees at CRH, Glanbia, and Uniphar included three senior board members in the CEO, chair, and SID.

The prevalence of senior board members on ESG/sustainability committees further emphasises the significance that organisations attach to this area.

67% of boards paid an additional fee for chairing the ESG or sustainability committee with the average chair fee reported as €17,760. 50% of these boards paid an additional fee for membership with the average amounting to €7,715.

Committee chair and membership fees

For two consecutive years 45% of the ISEQ 20 boards have paid a fee for sitting on the three major committees (audit, remuneration, nomination), confirming an increase from the 35% reported in the 2021 Board Index. More than half (56%) of these companies paid the same membership fee for each of these three main committees; the remaining 44% paid a higher fee for audit committee membership. 35% of our sample (up from 25% last year) paid additional fees for sitting on committees outside the three main ones.

Average committee fee change

	2023	2022	Δ
Audit chair	€23,047	€21,778	5.8%
Nomination chair	€19,933	€18,818,	5.9%
Remuneration chair	€18,654	€17,458	6.9%
Audit member	€12,981	€12,167	6.7%
Nomination member	€10,731	€10,306	4.1%
Remuneration member	€10,731	€10,969	2.2%

Audit committee

The proportion of audit committee chairs who were or are chief financial officers declined slightly to 45%, from 50% last year. 15% were former audit partners and the remaining 40% came from a mix of functional leaders in commercial, tax, and investment.

The number of female audit committee chairs in the ISEQ 20 increased for the third year in a row, from seven to nine, meaning 45% of audit committee chairs are women. Of these additional audit committee chairs one was newly appointed to the board and the other was an internal succession.

Audit committee chairs from outside Ireland accounted for 20% of the total, the same proportion as last year.

Across the total number of directors sitting on an ISEQ 20 audit committee, 57% were women, up from 48% last year. Female representation on audit committees varies from zero (Malin Corporation) to 100% representation (Dalata); the remaining 18 boards have at least 20% female representation.

Women on audit committees

	% women		% women
Malin	0	Uniphar	50%
Kerry	20%	AIB	60%
Glenveigh	33%	FBD	66%
ICG	33%	Kingspan	66%
Origin	33%	Cairn	75%
Permanent TSB	33%	Glanbia	75%
Bank of Ireland	40%	CRH	80%
Greencoat	50%	Flutter Entertainment	80%
I-RES	50%	Smurfit	80%
Ryanair	50%	Dalata	100%

85% of boards paid an additional fee for chairing the audit committee, one fewer than last year. Audit committee chairs continue to command the highest additional fees, at an average of €23,047 — a 5.8% increase from €21,778 recorded in the 2022 Board Index. Fees for being a member of the audit committee averaged €12,981 a 6.7% increase. 55% of boards did not pay an additional fee for membership of the audit committee.

Nomination committee

70% of nomination committee chairs in our sample are led by the board chair, as was the case last year. Among the remaining six boards, SIDs or non-executive directors chaired the nomination committee. 15% of nomination committee chairs are women, reversing the decrease recorded last year. 30% of nomination committee chairs were of a nationality other than Irish, compared with 35% last year and 40% the year before.

The average representation of women on nomination committees continues to rise and now stands at 44%, up from 39% and 31% in the last two years.

45% of boards paid an additional fee for the nomination committee chair, two fewer boards than last year (when Dalata and Greencoat Renewables paid a nomination committee chair fee, but did not do so this year). The fee averaged €19,933, a 5.9% increase from last year. The average fee for being a member of the nomination committee rose by 4.1%, to €10,731.

Remuneration committee

As seen last year, 50% of remuneration committee chairs in our sample were women, the highest proportion of all the main board committees. Foreign remuneration committee chairs represented 55% of the cohort, up from 35%.

The proportion of men and women on remuneration committees is now 50:50, up from 43% female representation last year. Every board has at least one woman on the remuneration committee. Female representation varies from 25% (FBD) to 100% (Kingspan).

45% of all remuneration committee members in our sample were non-Irish.

Women on remuneration committees

	% women		% women
FBD	25%	AIB	50%
I-RES	33%	Uniphar	50%
Malin	33%	Glanbia	60%
Origin	33%	Permanent TSB	60%
Ryanair	33%	Dalata	66%
Greencoat	40%	Glenveagh	66%
CRH	43%	Smurfit Kappa	66%
Cairn	50%	Bank of Ireland	75%
Flutter Entertainment	50%	Kerry	75%
ICG	50%	Kingspan	100%

85% of boards paid an additional fee to the chair of the remuneration committee, the same rate as the audit committee. This fee averaged €18,654, a 6.9% increase on the average noted in last year’s survey and returning to levels recorded in 2021.

The fees for membership of the remuneration committee rose slightly by 2.2% to €10,731, the same average fee paid for nomination committee membership.

Size and meetings

Audit committees have an average of 3.95 members, by a tiny margin the largest of the three core committees. The nomination committee and the remuneration committee follow, each with 3.9 members on average.

CRH maintains the largest audit and renumeration committees, with five and seven committee members respectively. Flutter maintains the largest nomination committee, with six directors.

Audit committees averaged seven meetings, up from 6.8. Nomination committees averaged 4.4 meetings, down from 4.9. Remuneration committees also averaged fewer meetings, down to 5.4 from 5.9.

Beyond the core committees, risk committees convened most frequently during the year under review (13 meetings); ESG and sustainability-related committees met an average of five times.