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Remuneration

2021 UK Spencer Stuart Board Index

2021 Snapshot

 6 %

decrease in chair remuneration to £372,980

 2 %

decrease in non-executive fees to £70,785

Chair remuneration

This 2021 Board Index remuneration data is based on the most recent annual reports issued before 30 April 2021. All dates in this remuneration section refer to the publication year of the relevant Board Index.

The average total remuneration for part-time chairs is £372,980, a decrease of 10% over the past year and the most significant fall in the past seven years. The decline returns total chair remuneration to 2016 levels.

A similar change is observed in the average chair fee, which decreased by 6%, arriving at £387,019 in 2021 compared to £411,406 in 2020.

During 2020, many boards imposed temporary reductions on pay in response to the impact of the Covid-19 crisis. Due to their temporary nature, these reductions do not reflect a remuneration policy change, which explains the average total chair remuneration being lower than the average chair fee. This difference can also be noted in the percentage change gap between the chair fee and chair remuneration, a divergence not previously seen.

Chair remuneration (£000)

There are six full-time executive chairs in our sample, of whom five disclosed their base fee, averaging £553,448. In 2020, the disclosed full-time executive chair fee average was £454,524, 22% less than the 2021 average.

Twenty-six companies (17%) in our sample pay board fees in currencies other than, or in combination with, sterling (i.e. US dollars or Euros).

Senior independent director remuneration

Most companies (93%) offer an average additional fee of £22,246 for the senior independent director role, a 3% reduction compared to 2020 (£23,015). The fees range from £2,000 at International Public Partnership to £83,838 at Experian.

The average total fee for SIDs is £115,709, 5% less than last year’s average of £121,389, marking the first reduction in the past six years. Senior independent directors who served the whole year received an average total remuneration of £111,994, including the basic and additional fee for the role plus committee membership when applicable.

The senior independent director at HSBC Holdings has a combined role as vice-chair, and his additional fee is £375,000. There are a further six vice-chairs in our sample (not combined with SID role), and they receive, on average, a fee of £259,331.

The highest-paid SID in 2021 sits at Standard Chartered and receives £360,000; the lowest-paid SID sits at Softcat and receives £44,252.

Non-executive director remuneration

Contrary to the fee changes affecting chair and SID rates, basic non-executive retainers have increased by 2%, from £69,606 in 2020 to £70,785 in 2021. This rise keeps up with a trend identified since 2014, and it is the highest average fee recorded in our Board Index.

The highest NED fee is paid by Experian (£138,925), and the lowest by Wizz Air Holdings (£26,337). Eleven companies declare that some part of the non-executive remuneration is paid in shares.

Total board remuneration

In 2021, companies spent an average of £1,252,948 remunerating their boards of directors, which represents an average of £113,016 per non-executive (excluding chair).

Non-executive chair total remuneration is (£372,980), on average 3.7 times more than the total average remuneration of a non-executive director (£100,324). The difference between the average total remuneration of a SID (£111,929) and a NED is much smaller, a difference of 11%.

In response to the Covid-19 crisis, many boards have temporarily reduced their fees which explains the gap between the fee and the actual total remuneration.

Chair fees by FTSE rank group
Fee Actual total remuneration
1-10 £774,456 £776,980
11-20 £685,943 £650,120
21-30 £470,152 £467,799
31-40 £616,365 £585,357
41-50 £290,487 £241,684
51-100 £356,014 £422,892
101-150 £253,749 £235,401
Average £387,019 £372,980
SID fees by FTSE rank group
Fee Actual total remuneration
1-10 £199,894 £186,446
11-20 £192,003 £154,009
21-30 £158,186 £162,905
31-40 £151,489 £146,667
41-50 £106,392 £89,416
51-100 £104,782 £92,248
101-150 £81,630 £83,907
Average £115,709 £111,929
Non-executive fees by FTSE rank group
Fee Total remuneration
1-10 £105,785 £175,948
11-20 £91,399 £168,511
21-30 £84,275 £148,221
31-40 £79,168 £126,570
41-50 £68,885 £91,904
51-100 £67,958 £89,998
101-150 £58,486 £68,743
Average £70,782 £100,324

Committee fees

Core committees (audit, remuneration & nomination)

Most companies (95%) reward non-executive directors with an additional fee if they chair or are a member of the audit or remuneration committee. (The only exception is for the chairs of nomination committees who also chair the main board: they do not receive an additional fee for chairing the nomination committee.)

The average fee for chairing an audit committee is £25,035, similar to last year’s average of £24,976. The fees range from £80,000 at GlaxoSmithKline and Barclays to £5,000 at Genus. Sixty per cent (91) of companies offer an audit committee member fee, at an average of £15,424, a minor decrease (3%) compared to last year’s average of £15,879.

Remuneration committee fees for both chair and members increased only slightly. Chair fees went from £21,937 in 2020 to £22,117 in 2021 (1% increase), and member fees went from £13,475 in 2020 to £13,812 in 2021 (2% increase).

HSBC has the highest remuneration chair fee and member fee with £75,000 and £40,000, respectively. The lowest chair fee is £2,000 at International Public Partnerships, and the lowest member is £3,000 at IG Group Holdings.

Core committees — chair fee distribution
Core committees — member fee distribution

The majority of nomination committees are chaired by the board chair (87%) and offer no additional fees for the role. Out of the 20 (13%) companies where the chair of the board is not leading the nomination committee, nine offer an additional fee for the non-executive in the role.

When it is offered, the average fee for a nomination committee chair is £16,211, and the average for a member is £10,355.

International Public Partnerships is the only company in our sample with a joint committee for nomination and remuneration; its chair receives £2,000, and no fee is payable for members. CHR offers one combined fee for all committee work.

Risk committees

Twenty-six boards have stand-alone risk committees, and 30 have a joint risk and audit committee. Financial services companies are obliged to have a risk committee. Stand-alone risk committee chairs are, on average, offered a fee of £40,085 — a 2% increase from last year’s average of £39,281. The fee for the risk committee chair fee is the highest of all the core committees. The average fee for a risk committee member is £13,414.

Two companies have thematic risk committees: SSE’s energy markets risk committee has a chair fee of £14,529 and Standard Chartered’s financial crime risk committee pays its chair £60,000.

Committee fees by role (£000)

Other committees

Almost half of boards (40%) set up at least one additional committee beyond the three obligatory ones (audit, remuneration, and nomination) and risk. For the purposes of this analysis, we divided these thematic committees into 10 categories; for granular data, please visit the ‘Committee tables’ section.

The most prevalent thematic committees relate to health and safety, especially among transportation, manufacturing, mining, and energy companies, where greater levels of occupational hazard exist. Among the thematic committees, those governing health and safety pay the highest average fee for chairs, at £22,237.

Corporate social responsibility committees represent the next largest group, but the second-highest chair fee is reported among those chairing sustainability committees, with an average of £21,808. In terms of membership, compliance committee and technology committee members are the highest paid, with an average of £13,418 and £13,500, respectively.

Six boards have a named ESG committee (Entain, IG Group Holdings, International Public Partnerships, Marks & Spencer Group, Rotork and Vodafone), most of which were launched last year. Only four of these companies disclosed offering a fee for the chair, ranging from £25,000 at Entain to £2,000 at International Public Partnerships.

Average fees for other committees
Number of committees Chair fee Member fee
Health & safety 18 £22,237 £6,264
Corporate social responsibility 17 £20,260 £4,488
Finance-related 12 £15,764 £5,909
Compliance 13 £19,769 £13,418
Sustainability 11 £21,808 £9,599
ESG 6 £7,917
People & engagement 3 £8,000
Science 2 £35,000 £7,500
Technology 3 £28,333 £13,500
Others 9 £14,833 £4,489