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2023 UK Spencer Stuart Board Index

2023 Snapshot

 37 %

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

 17 %

of boards have a stand-alone risk committee

 68 %

of remuneration committees are chaired by women

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

Number of board committees

17% 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 regulatory requirement), with the exception of Flutter Entertainment, Croda International, and QinetiQ. 24% of boards (36) have a combined audit and risk committee (36).

37% of boards have a committee covering sustainability, ESG, or corporate social responsibility. Find out more in the section Sustainability and ESG committees.

Profile of core committee members

Remuneration committee

  • Women are in the majority, occupying 53% of the committee seats and chairing 68% of the committees. The committees at Energean, Entain, Softcat, SSP and Vistry are composed solely of women.
  • 17% of female remuneration chairs have an HR background (17/102), compared with 6% of male chairs (3/48).
  • 13% of remuneration committee members and 7% of chairs have self-identified as having a minority ethnic background.
  • 37% of remuneration committees chairs have held general manager roles.

Audit committee

  • 69% of audit committee chairs are current or former chief financial officers; 11% are former audit partners.
  • 49% of audit committee members and 34% of chairs are women.
  • 14% of audit committee members and 7% of chairs have self-identified as having a minority ethnic background.
  • 29% of audit committee members have a general management background. 23% have been a chief executive, and 25% have an CFO background or experience.

Nomination committee

  • 92% (138) of nomination committees are chaired by the chair of the board and 53% (79) are composed only of non-executive board members.
  • 27 (18%) nomination committee chairs are women and 46% of committee members are women (403/872).
Our perspective — Nomination committees

While nearly half the boards in our sample count all non-executive directors as members of the nomination committee, the reality is that when it comes to CEO succession, the board will often form a sub-committee comprising 3-4 directors to oversee the detailed planning process. One practical reason for this comes down to time commitment and diary management – it is important to have the same directors interviewing all the candidates in order to arrive at a consistent view.

A growing number of FTSE boards (20%) now have a combined nominating and governance committee, something that has been well established in the US for many years (99.6% of S&P 500). This combined committee extends the normal remit beyond board composition, board appointments and company-wide talent issues to include oversight of the company’s governance framework and practices as well as regulatory and other compliance issues.

Size and meetings

Audit committees have an average of 4.3 members; remuneration committees have an average of 4.6 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 5.8 (47% of them include all NEDs; the average size of the remaining 53% of nomination committees is 4.6 directors).

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

Beyond the core committees, risk committees met most frequently in 2023 with 6.7 meetings (up substantially from 4.8 in 2022); science committees have the highest number of members (5.5).

Committee prevalence and meetings
Number of meetings Occurrence of committee on boards
Risk 6.7 17%
Sustainability 4.1 17%
ESG 3.7 11%
Corporate social responsibility 3.6 9%
Health & Safety 4.2 11%
Finance/Financial 3.8 8%
Compliance 3.6 9%
People & HR 2.7 2%
Science 5.5 3%
Technology 3.3 3%
Others 5 9%

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