Board composition

Board size

The average board size is 10 directors, slightly up on recent years.  The proportion of boards composed of 12 or more directors has increased to 40%.

Number of directors on ISEQ 20 boards

	% of companies
	2023	2022	2021	2020
8 or fewer	30%	40%	35%	30%
9–11	30%	30%	45%	45%
12+	40%	30%	20%	25%

At our 30 April cut-off date for review, AIB remained the largest board in the ISEQ 20, with 15 members in total (one fewer than last year). Greencoat Renewables maintains the smallest board, although it did add a fifth non-executive director (NED) this past year.

Executives on the board

The majority of boards (75%) in our sample had two or more executive members and the CEO and CFO sat on the board in every case. Two boards in our sample (Ryanair and Malin) had only one executive member. For the 15% of boards with more than two executives on the board, the positions held were a mix of divisional managing director/president and corporate development roles.

Independent directors

81% of our sample considered all their non-executive directors (NEDs), excluding chairs, to be independent, slightly more than last year. 60% of the ISEQ 20 had at least one non-independent NED, with Glanbia and Permanent TSB having more than one. In the case of Glanbia, prior to our cut-off date, three directors were nominated by the Co-operative Society and considered not independent as outlined by the UK Corporate Governance Code. At Permanent TSB two directors were nominated to the board by Ireland’s minister for finance under the terms of a shareholders’ relationship agreement and thus are not considered independent under the Code.

New directors

11% of all directors were appointed to an ISEQ 20 board during the year under review, the smallest intake of new directors in recent years. In our 2022 survey period, a large proportion (85%) of the ISEQ 20 had at least one new director join their board; this year that proportion has dropped to 65%. A total of 21 new directors joined the boards of 13 ISEQ 20 companies, three of them as executive directors, with the remaining 18 appointed as NEDs.

New director data

	2023	2022	2021	2020
% of ISEQ 20 boards with 1+ new director	65%	85%	55%	45%
New directors as % of all directors	11%	16%	14%	13%

The new NEDs were evenly split between Irish and foreign executives (50/50), and 67% were women (12). Looking at the backgrounds of these new NEDs, 11% were current executives and 89% were portfolio non-executives. 44% of new directors were joining the board of a listed company as a non-executive for the first time.

The decline in the number of new directors joining the ISEQ 20 is the first since 2020. A number of new appointments were made throughout the sample, with 35% of boards appointing a senior independent director (SID). All except one of these newly appointed SIDs were female, and 71% were foreign.

Two chair appointments were announced during the year under review — an external appointment by Permanent TSB and internal succession at Origin Enterprises. In 2022 four chair appointments were made, and three in 2021. 85% of chairs previously served on their respective boards. 

First-time non-executive directors

We define “first-time” NEDs as being in their first term or first three years in the role and who have not held any other external non-executive position prior to joining the board.

Across all NEDs in the ISEQ 20, 16% were first-time non-executives, a decrease from the past two years (26%). Of the first-time NEDs, 46% were female and 57% were foreign, representing the largest increases in both categories since our reviews began.

Foreign directors

We define foreign directors as having a different nationality to that of the company (all of which are Irish in our sample). The proportion of foreign directors (both executive and non-executive) on the ISEQ 20 has increased to 33%, strengthening a positive trend identified in recent years. Among NED board members (including chairs and SIDs), 40% were non-Irish, a significant increase on last year. The most common foreign nationality is once more British, followed by US citizens.

All but one of the boards in our sample had at least one director with a nationality other than Irish. Representation of foreign directors on the ISEQ 20 boards ranged from 0% to 85% with four companies recording more than 50% foreign directors (CRH, Smurfit Kappa, Malin, and Flutter Entertainment).

Of these four boards, CRH delisted in September 2023 from Euronext Dublin, also known as the Irish Stock Exchange, and moved its primary listing to New York. At the time of writing, Flutter also confirmed its intention to delist from Euronext Dublin in early 2024 with the addition of a New York listing.

Foreign directors on the board

	2023	2022	2021	2020
% of total	33%	31%	28%	30%
% of NEDs (incl chair, SIDs)	40%	29%	33%	38%

22% of directors in senior board roles (chair, vice chair, or SIDs) were non-Irish, a slight increase from last year (17%). A large proportion of this cohort occupies the SID position (seven NEDs). Only 6% of executive director positions are held by foreign directors. Foreign directors continued to make up a significant portion of new appointments — 48% (10 of 21) of all board members appointed in the 12 months up to 30 April 2023 were foreign directors, a 9% increase from last year. Of these, 70% were female, indicating the continued progress of board diversity and inclusion initiatives.

Foreign directors by role

	2023	2022
CEO	3% (1)	5% (2)
CFO	3% (1)	6% (2)
Chair	5% (2)	5% (2)
SID/Vice	17% (7)	12% (5)

Female directors

The proportion of female directors across the ISEQ 20 rose by 12% from last year and now represents 37% of all board members, maintaining the expanding rate of female representation on boards. This exceeds the target set by an Irish government initiative to achieve 33% female representation across the ISEQ 20 and represents a 42% increase in women on boards since the 2020 inception of the Ireland Spencer Stuart Board Index.

As in previous years, every board had at least one female director. The proportion of female directors on any single board ranged from 17% up to 57%, close to the range recorded last year (17% to 63%). Only at one board did women account for more than 50% of its membership. The number of boards with at least 33% female representation has increased to 80%.

Although female representation across the ISEQ 20 continues to strengthen, the number of women in key leadership roles on the board remains low, with only one female chair, two female CEOs, and three female CFOs. It is the fourth consecutive year of only one female chair present on the ISEQ 20, despite the transition of two male chairs during the period under review. Furthermore, the transition of a female CEO with a male replacement at the end of 2022 contributed to the slow progress towards gender equality among senior board positions. While one female CEO stepped down during the period under review, we observed an increase in the number of female SIDs, from 29% to 40%.

The UK FCA has set a target of at least one woman in the top four leadership positions (chair, SID, CEO and CFO) across the FTSE 350 by 2025. Although Irish boards are not subject to this Code, it is interesting to note that at least one woman is represented among the top four leadership roles in 55% of the ISEQ 20. However, there are only two boards with two women in a senior board position. Clearly there is work to be done in improving levels of female appointments to these important positions.

Age

The average age of all directors is 60, as it was last year. Male NEDs are slightly older on average, at 62 years, than their female counterparts (59 years). The average age of male and female chairs is 68 years, rising from 67 last year. The average age for executives has returned to 54 years, reversing the decrease to 52 recorded in last year’s report. The average age for new directors has fallen from 59 two years ago, and now stands at 56.

Tenure

As in previous years, we have assessed tenure on two criteria: the length of time spent on the board since it was publicly listed, and the length of time spent in role. This allows us to review the number of directors in the ISEQ 20 who have changed position on the board. For the purposes of calculating role changes, we consider NED, SID, vice or deputy chair and chair as different roles.

The average tenure of current NEDs, including chairs and SIDs, is 4.5 years and broadly in line with last year’s 4.4 years. When chairs and SIDs are excluded the average drops to 3.6 years, a small decrease from last year (3.7 years). Although the gap between tenure of male and female NEDs (excluding chairs and SIDs) is narrowing slightly, there remains a notable difference of 4.3 years and 2.9 years respectively (compared with 4.6 years and 2.6 years recorded last year).

The tenure gap extends to executive directors, where average tenure for women was 5.7 years (down from 5.9 years), compared to 8.5 years for men (up from eight years).

At our cut-off date of 30 April 2023, non-executive chairs had spent on average 4.5 years in their role as chair, maintaining the upwards trend of previous years (4.4 years and 4.2 years reported in our 2022 and 2021 Board Indexes respectively). The tenure of chairs in role varies widely from less than 1 month to 19 years. 75% of chairs across our sample were internally appointed at the time of our cut-off date. Prior to commencing their role, internally appointed chairs spent on average 5.2 years in their previous board role. This marks an increase over the past two years. The average tenure of a SID was 2.6 years, broadly in line with last year. The average time SIDs spent on their boards, prior to appointment as chair, fell from 6.1 years to 5.7 years.

At 50% of the ISEQ 20 companies at least one director left their respective boards between 1 May 2022 and 30 April 2023.  A total of 14 board members left their respective boards this past year, six fewer than last year. Two of these were executive committee members. This cohort of board leavers spent on average 6.8 years in total on the board, up from 6.6 years reported in the 2022 Board Index, although down from 7.7 years recorded in the 2021 Board Index.

Board evaluations

35% of ISEQ 20 boards conducted an external board evaluation, marking an increase from last year’s 20% but some way behind the 45% reported in the 2021 Index. This is unsurprising given that the UK Corporate Governance Code recommends that an external independent board evaluation be conducted every three years.

Workforce engagement

60% of ISEQ 20 boards have a designated workforce engagement director, compared with 80% last year. Flutter Entertainment maintains a dedicated workforce engagement committee. It is notable that boards are allocating responsibility for workforce engagement among the committees, including to nomination and corporate governance (as at CRH); to nomination, culture and ethics (as at Permanent TSB), and to sustainability.

 The remaining companies assume responsibility for workforce engagement at a board level.

Greencoat has no employees and Malin has only six employees, all of them at corporate level.

Three boards offered an additional fee (€15,000 and €20,000) to NEDs who on took on responsibility for workforce engagement. The majority of designated workforce engagement directors are women (67%).