Remuneration

In Belgium, director remuneration is generally composed of several parts: a base fee and a board meeting fee, as well as a committee member base fee and a committee meeting fee. The weight of these components depends on company remuneration policy, with about 61% of companies paying both a base and a meeting fee to their non-executive directors. 39% pay only a retainer, and one company pays only a meeting fee. The number of companies paying both base and meeting fees decreased by 2%, compared to the levels reported in the 2021 Board Index.

For chairs, 50.8% of the companies under review pay a retainer only; 42.4% in addition pay a meeting fee. Compared to 2021, we observe a slight increase of 1% on the number of companies that pay both a retainer and a meeting fee to their chair. As in 2021, 7% of companies either do not remunerate their chair as such since they combine the chair role with an executive role in the company, or simply do not disclose their remuneration policy.

This year the average total non-executive director remuneration across both indices remains stable at €47 500 (the average was €47 400 in 2021). Compared to other countries in Europe, Belgium has the lowest average remuneration for NEDs — for example, the UK pays NEDs an average of £85 210 and the Netherlands pay an average of €83 671 (source 2022 Spencer Stuart Board Indexes).

Looking at the two Belgian indices separately, the average Bel 20 remuneration is €63 607 and €39 162 for the Bel Mid directors.

The highest average total non-executive remuneration is reported at a Bel Mid constituent, Euronav, at €100 000. This is reflects Euronav’s high NED board meeting attendance fee — at €10 000 per meeting it is the largest seen among all companies under review. Brederode had the lowest total fee average, at €10 500.

If we break out the remuneration components, the fixed fee for both indices averages €34 821. The per meeting fee in this survey period is €1 409, a 41% decline on the €2 380 recorded in the 2021 Board Index. In the Bel 20, the fixed component is roughly €48 870 and in the Bel Mid it is €27 616. The per meeting fee in the Bel 20 is €1 563; in the Bel Mid it is €1 330.

Chairs

Four companies did not disclose their chair remuneration policy. In our sample, the average chair total fee is €122 753, a 2.7% decrease with respect to 2021
 (€126 250). Among Bel 20 chairs, the figure is €140 619, down from €151 250. The Bel Mid average chair total fee was €113 591, marking a slight increase on the €112 300 seen in the 2021 review.

Half of the companies paid chairs only a fixed base fee; 42% of companies paid both a fixed retainer and an attendance fee per meeting. The average fixed retainer for the chair is €109 703 — €124 844 in the Bel 20 and €101 938 in the Bel Mid. Among companies that pay an additional attendance fee per meeting, chairs receive an average €1 454 — €1 900 in the Bel 20 and €1 225 in the Bel Mid.

Vice chairs

In 2022, 17 companies have a designated vice or deputy chair, nine of them in the Bel 20. Eight of the 17 remunerate their vice chair at a rate higher than the non-executive director fee. The average total vice chair fee (retainer plus meeting fees) is €77 269.

Committee remuneration

As with overall remuneration, committee remuneration can be paid as a base fee, a fee per meeting, or a combination of the two. Across audit, remuneration and nomination committees the average total remuneration for chairs and members increased significantly. Remuneration for committee chairs averaged €16 076 in 2022 compared to €12 400 in 2021. Remuneration for committee members averaged €11 369 in 2022 compared to €8 150 in 2021.

Audit committee

In terms of fixed remuneration, average retainers for audit committee members and chairs have declined slightly. Audit committee chairs in 2022 had an average retainer of €8 950, down from €10 450 last year; audit committee members received an average retainer of €4 840, compared to €4 790 in 2021. When we look at the meeting fees, the average meeting fee for chairs is €1 850, which is slightly higher than the €1 730 noted in 2021. Among members, the average meeting fee is €1 360, which again is slightly higher than 2021’s €1 190.

If we combine fixed and meeting fees, the average total fee for an audit committee chair is €20 123 and the average total fee for an audit committee member is €12 680.

However, more than half of the companies in the sample (56%) do not allocate a fixed remuneration to the audit committee chair, alongside 13 companies not allocating any remuneration to the chair or at least not disclosing it.

Remuneration and nomination committees

Although not every company in our sample remunerates their audit committee members, even fewer companies pay their remuneration or nomination committee members. As previously discussed, a significant proportion of companies combine these two committees.

In companies that do maintain separate committees, we observe similar levels between the chair retainer for the remuneration and the nomination committees, with €3 130 and €2 885 respectively. Chairs’ per meeting fees for 2022 are €2 200 for the remuneration committee and €2 300 for the nomination committee.

Members of the remuneration and nomination committees average retainer fees of €2 070 and €2 050, respectively. Fees per meeting averaged €1 880 for remuneration committee and €2 000 for nomination committee.

The average total fee for nomination committee chairs is €15 550 compared to their remuneration committee counterparts, who average €14 200. Total fees for nomination committee members average €12 865, compared to the €11 115 average paid to remuneration committee members.

In companies where the two committees are combined, chairs have an average retainer of €4 270 and average meeting fee of €1 150. Chairs of the combined committees receive an average of total compensation €10 700.

Members of the same RemNom committee have an average retainer of €4 000 and €950 as an average meeting fee. Their average total compensation is €9 365.

Remuneration in shares

The 2020 Belgian Code on Corporate Governance provides in Principle 7.6 that NEDs “should receive part of their compensation in the form of shares in the company”. With that provision, Belgium is one of the few countries where listed companies are required (under the comply or explain principle) to include share-based elements in NED compensation.

This obligation was robustly argued during the adoption of the 2020 Code. The main issues ranged from the potential decrease of independence of NEDs and whether other means were available to ensure the long-term alignment of NEDs with shareholders, to the proposals’ technical complexity and the likely scale of impact considering the limited compensation levels of NEDs.

Based on our review, we do identify a small increase but overall the adoption rate of companies remains very limited. Indeed, among the 59 companies that form the Bel 20 and Bel Mid only 14 included a form of share-based compensation, rising from 10 in 2021. As noted in our 2021 survey, implementation of these schemes diverges greatly and does not often abide by the provisions of the Code. For example:

• Some companies, such as Ackermans & van Haaren and Cofinimmo, do not grant stocks but rather require their NEDs to acquire them;
• Others, such as Galapagos, grant additional cash remunerations subject to the requirement to use the net amount (after taxes) to acquire shares;
• Some simply grant a number of shares to their NEDs (such as Groupe Bruxelles Lambert and Lotus Bakeries);
• Companies such as AB Inbev, Argenx, Atenor, Bekaert and Umicore also include some form of share-based remuneration for board members;
• KBC and Ageas place on record that such a scheme will be included in any future increase of board remuneration;
• At Econocom Group, some of the executive directors, non-executive directors with operational functions and Executive Committee members benefit from stock option and/or performance share plans;
• Deceuninck’s NEDs may receive subscription rights upon approval of the Annual General Meeting. This year it was approved to grant subscription rights under warrant plan.

Among the 45 companies that clearly state that they do not permit share-based remuneration, there is also divergence in the explanations provided. Some indicate that by their nature of their activities or their public status, the long-term alignment of NED is already provided. Other argue that granting shares would impede NED independence and long-term perspective. Some others indicate they cannot buy their own stocks for this scheme, or that they do not have treasury stocks available.

Since share-based remuneration schemes continue to be fairly new in Belgium, companies are adapting in a variety of ways. It is apparent that the majority continue to delay their decision on the introduction of the share-based remuneration mechanism by at least one year.

Considering the nature of the activities and the composition of the shareholdings of the companies listed in Belgium, it is legitimate to ask if the obligation included in Principle 7.6 is really appropriate and whether an option to provide shares would not be more suitable.