Remuneration

Remuneration data is taken from the most recently published annual reports, prior to the cut-off date of 31 May 2024.

Board remuneration practices are fairly standardised. Retainers continue to be the most common means of remunerating chairs and NEDs. Audit committee chairs receive the highest retainers when compared to board peers.

We observed a wide variance in board remuneration, primarily due to the fact that approximately 40% of companies listed on the JSE have a dual listing. Dual-listed companies remunerate their boards in various foreign currencies, including AUD, CHF, EUR, GBP, and USD. This practice introduces fluctuations in remuneration figures due to exchange rate differences.

To gain a clearer understanding of the South African board remuneration landscape, we have separated the data for the 60% of boards in the JSE top 50 that are remunerated in ZAR. This approach allows for a more accurate analysis of local remuneration practices, devoid of the influence of foreign currency fluctuations.

Chairs

86% of all board chairs in our sample are compensated through a retainer fee only.

The payment of attendance fees in addition to the retainer is uncommon. In our sample of companies, only 6% of organizations employ a retainer plus meeting fee structure. A decade ago, 38% of chairs were remunerated through a retainer and committee attendance fees.

It is important to note that retainers paid to chairs range from R591,250–R56,241,000 (including those not remunerated in Rands). Amongst the Top 10 highest retainers, only two organizations are of South African nationality and chairs at all the top 10 organizations are not remunerated in South Africa Rands (where the Top 10 companies include Compagnie Financiere Richemont, Multichoice, Glencore plc, Anglo American plc, BHP Group, BAT plc, Mondi plc, Naspers, Prosus and Investec plc).

The average retainer paid to board chairs is R7,453,545. This average is based on all the retainer fees; where the remuneration was in a different currency, we converted in Rands (as per the 2023 Board Index). For the chairs who were remunerated in Rands, the average retainer is R4,193,172. The median for the whole sample is R5,252,275. The median for the chairs only remunerated in Rands is R3,459.

The highest chair retainer paid in Rands is R7,619,464 for a chair in the financial services sector. As 20 companies in the JSE Top 50 pay their members in other currencies, this is the highest retainer among the 30 companies in the JSE top 50 that remunerate in Rands.

Last year the average retainer paid to all chairs was R5.1m, a far cry from R1.4m of a decade ago, and indicative of the increasing complexity and demands of the role.

The average total payout for all chairs is R10,940,746. Additional payouts are sometimes made to chairs. For example, a performance fee can be included in total pay, and sitting on subsidiary boards also affects the total payout.

NEDs

The average retainer for NEDs is R1,132,180 (this average is based on all the retainer fees; where the remuneration was in a different currency, we converted into Rands as per the 2023 Board Index), an increase over the R929,317 of 2023 and a significant increase from R407,000 a decade ago. For the NEDs remunerated in Rands, the average retainer is R499,462.

The median for the whole sample is R638,257, i.e. including the values that were converted to Rands. The median for the NEDs only remunerated in Rands is R464,200.

Of the 26% of boards that provide additional attendance fees to their NEDs, the average attendance fee is R115,253 (this applies across the full sample, whereas for those NEDs remunerated in Rands, the average retainer is R140,704).

Committee remuneration (chairs and committee members)

Audit committee chairs receive the highest fees compared with the chairs of other committees, i.e. 34% higher than remuneration committee chairs and 142% higher than the nomination committee chair.

Committee Chair remuneration (ZAR ‘000)

Committee member remuneration (ZAR ‘000)