All the ISEQ 20 boards maintain the three recommended sub-committees: audit, remuneration and nomination. Four of the boards also had a standalone risk committee, and a further five stated that their audit committee also had responsibility for risk.
15% of the ISEQ 20 companies have an ESG committee and a further 25% have a committee dedicated to sustainability. As ESG becomes a more pressing topic for organisations, it is likely that ESG and sustainability committees will become more common. See our full article for analysis of the ISEQ 20’s approach to ESG.
Paying board members an additional fee for membership of the board committees is still the exception rather than the rule among the ISEQ 20 although it has become more common. 45% of companies paid a fee for membership of the three major committees, rising from 35% last year. Of these companies, 66% paid the same membership fee for each of the three main committees, while the remaining third paid a higher fee for audit committee membership. 25% of our sample paid additional fees for being members of any committee, not just one of the main three.
Committee chair and membership fees (€000)
The backgrounds of audit committee chairs remained relatively consistent compared to last year. The proportion of audit committee chairs who were or are chief financial officers increased from 45% to 50%, and the share of audit partners (all from the Big 4 accountancy firms) increased from 30% to 35%. Just 15% of audit committee chairs came from other backgrounds. This is in line with a continuing trend requiring audit committee chairs to have significant audit and/or financial expertise gained during their executive career.
The number of female audit committee chairs in the ISEQ 20 increased for the second year in a row, from six to seven, meaning 35% of audit committee chairs are women. Audit committee chairs from outside Ireland returned to the 20% level noted in our 2020 Index, up from the 15% observed among the 2021 survey cohort.
Across the total number of directors sitting on an ISEQ 20 audit committee, 48% were women. One board in the ISEQ 20, Malin Corporation, had no women sitting on its audit committee; the remaining 19 boards recorded at least 25% female membership.
Audit committee chairs once again commanded the highest additional fees, at an average €21,778 for chairing the committee and representing a 6% increase. 90% of boards paid extra for chairing the audit committee. Fees for being a member of an audit committee averaged €12,167. Only 10% of boards did not pay an additional fee for membership of the audit committee.
In 70% of our sample, the nomination committee is led by the board chair. Among the remaining boards, the committee chair’s role was split evenly between a SID (15%) and an NED (also 15%).
The nomination committee chairs had the most unequal gender representation among the sub-committee chairs — only 10% are chaired by women, falling from 15% last year. 35% of nomination committee chairs were of a nationality other than Irish, compared with 40% last year.
The average representation of women on nomination committees also rose, from 31% to 39%. The number of boards with no women on their nomination committee declined, from three to two.
Nomination committee chairs were the least likely to attract an additional fee, mainly due to the fact that the chair of the board usually chairs the nominations committee and generally receives an overall chair fee that covers all of their responsibilities.
Despite this, the proportion of nomination committee chairs receiving an additional fee rose from 45% to 55%; this fee averaged €18,818, a 1% increase. Nomination committee members received an average of €10,306 for their committee work, representing a 9% decrease from the average noted in our 2021 analysis.
50% of remuneration committee chairs in our sample were female, the highest proportion of the all the main board committees: Foreign remuneration committee chairs represented 35% of the cohort, unchanged from last year’s survey.
Female membership of a remuneration committee stood at an average of 43% and every board had at least one female NED sitting on its remuneration committee.
90% of boards paid an additional fee to the chair of the remuneration committee, at the same rate as the audit committee. This extra fee averaged €17,458, an 8% increase on the average level noted in our previous survey, although it again represented the lowest remuneration among chairs of the three main board committees. However, committee members were paid an average of €10,969, slightly higher than the fee for nomination committee membership.