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2022 UK Spencer Stuart Board Index

2022 Snapshot

 30 %

of companies now have committees dealing with ESG, sustainability or CSR

 15 %

of boards have a stand-alone risk committee

 59 %

of remuneration committees are chaired by women

Boards of the largest 150 FTSE companies have an average of 3.9 committees as part of their governance framework. Their distribution is shown in the chart below.

Number of board committee

15% of companies have a risk committee, making it the fourth most common board committee. All boards with a risk committee are in the financial services sector (a requirement), with the exception of Flutter Entertainment. 22% of boards have a combined audit and risk committee.

The next most common subject-specific committees are related to corporate social responsibility, sustainability or ESG and are seen in 30% of boards. Find out more in the Sustainability & ESG committees section.

Size and meetings

Audit committees have an average size of 4.1 members and remuneration committees have an average size of 4.4 members. Diageo maintains the largest audit and remuneration committees: both are composed of all eight non-executive directors with the exception of the board chair. The average size of nomination committees is 5.5 and 42% of them are composed of all non-executive members of the board.

The average number of audit and remuneration committee meetings has been relatively stable for the past six years at around 5.4, and for the nomination committee at around 4.2.

Beyond the core committees, risk committees have met most frequently in 2022 (4.8 meetings); science committees have the highest number of members (5.8).

Committee size, occurence and meeting frequency

Subject-specific committees categorised as “others” include projects, transformation, investigation, conflicts, transactions, and chairman’s committees.

Profile of core committee members

Women are in the majority on remuneration committees, occupying 52% of the seats and leading 59% of the committees. Rightmove’s remuneration committee is composed solely of women. 48% of audit committee members and 33% of chairs are women.

10% of remuneration committee members and 13% of audit committee members have self-identified as having a minority ethnic background. There was a slight increase in the number of remuneration committees led by minority ethnic directors, from 2% (2) in 2021 to 5% (7) in 2022; in audit committees the level remained the same at 2% (2).

46% of audit committee chairs are current or former chief financial officers; 17% are former audit partners. Most audit committee members, however, have a general management background (35%).

41% of remuneration committees chairs have held general manager roles, 21% have been a chief executive, and 10% are current or former chief human resources officers.