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Remuneration and committees

2020 Ireland Spencer Stuart Board Index

2020 Snapshot

 232,088

average retainer fee for part-time chairs

 66,461

average retainer fee for non-executive directors

Remuneration

Chairs

The average retainer fee for part-time chairs was €232,088 and the majority of chairs did not receive any additional fees for chairing a board committee. Out of the 20 companies, there were two executive chairs who both received additional compensation in the form of bonuses and other payments. The average fee for all chairs was €256,679, not including bonuses and other payments.

The total pay for part-time chairs ranged between €80,000 at Applegreen to €630,000 at CRH. The executive chair of Total Produce received the highest total pay in our sample with a total €1,158,000, including bonus and other incentive payments.

Senior independent directors

All but one of the boards in our sample had a senior independent director on the board and the majority of these were paid an additional fee on top of the basic remuneration for a non-executive director.

The additional fee for holding the position of senior independent director ranged between €5,000 and €30,000, with an average of €14,433. The average total fee received by senior independent directors was €86,763.

Non-executive directors

The average retainer fee for non-executive directors in our sample was €66,461. This fee ranged between €50,000 (four companies paid this) and €90,000 at Flutter Entertainment.
In the majority of companies, non-executive directors did not receive any additional fees for committee membership or attending meetings.

Committees

60% of the ISEQ 20 had just the three obligatory committees, audit, nomination and remuneration. 30% of companies had one additional committee, most commonly a risk committee. Ryanair had five committees and CRH had the most with six.

On average, remuneration committees met most frequently, with 5.7 meetings per year. Audit committees closely followed with an average of 5.4 meetings and nomination committees met 4.9 times on average throughout the year.

AIB Group had the most meetings for all three committees. Their audit committee had 13 scheduled meetings, almost double the next highest number of seven. Their nomination committee had 14 scheduled meetings, closely followed by CRH with 13 and then all other companies had nine or fewer. AIB Group and Cairn Homes both had 11 meetings scheduled for their remuneration committee.

Audit committee

At our cut-off date of 30 April, 20% of audit committee chairs in our sample had been a chief financial officer and 30% had previously been an audit partner. The backgrounds of the other 50% varied, but all had significant finance experience.

Of the 20 audit committee chairs, 20% were female and 20% were of a different nationality to that of the company although only one person fits into both of the categories. The gender diversity of the membership was relatively good: 44% of audit committee members were women (38% when including the chair).

Nomination committee

As was highlighted in the remuneration section of this report, the majority of nomination committees are chaired by the chair of the board. Nomination committees had the lowest female representation among the three core committees, as just 10% of nomination committees had a female chair. This was also reflected in the membership, with just 23% female representation when including the chair (27% when not including the chair). 30% of nomination committee chairs were of a different nationality to that of the company.

Remuneration Committee

Following a similar trend to the UK, remuneration committee chairs had the highest percentage of female representation, with 40% of our sample being chaired by women. Somewhat surprisingly, the membership was the least gender diverse of the three core committees, with women accounting for just 24% of all members. This rises to 28% when the chairs are included. The remuneration committee also had the highest representation of foreign chairs, 35% in total.

Fees for committee chairs

The majority of companies paid an additional fee to a non-executive director for chairing a committee. Audit committee chairs received on average €21,483 as an additional fee, whereas remuneration committee chairs received an additional €15,526. The average fee for chair of the nomination committee was €19,874. The nomination committee was frequently chaired by the chair of the board and in most of these cases an additional fee was not paid, with just 45% of the nomination committee chairs in our sample drawing a fee for this responsibility.