Belgium Board Index
201
Amsterdam Atlanta Barcelona Beijing Bogota Boston Brussels Buenos Aires Calgary Chicago Copenhagen Dallas Dubai Frankfurt Geneva Hong Kong Houston Istanbul Johannesburg London Los Angeles Madrid Melbourne Mexico City Miami Milan Minneapolis/St. Paul Montreal Moscow Mumbai Munich New Delhi New York Orange County Paris Philadelphia Prague Rome San Francisco Santiago Sao Paulo Seattle Shanghai Silicon Valley Singapore Stamford Stockholm Sydney Tokyo Toronto Vienna Warsaw Washington, D.C. Zurich
Contents Foreword 1 Highlights of the 2014 Belgium Board Index 2 Our survey approach 3 Board size and composition 4 Remuneration 7 Committees composition 8 Committee remuneration 9 International comparison 12 International comparison table 14 Board composition and executive committee 16 Committee structure and detail 20 About Spencer Stuart 22
Foreword
The Spencer Stuart Board Index is an annual study which analyses aspects of board governance, including composition, committees and remuneration, among major listed companies. First published 28 years ago in the US, there are now editions in 18 countries around the world. Last year we released the first Belgium Board Index which focused on the 20 largest companies in the Belgian segment of the NYSE EuroNext, the Bel20. This year we have expanded the sample to 56 companies to include the Bel Mid companies. Our purpose is to provide business leaders with a snapshot of current practice on Belgian boards. The principal guide to corporate governance best practice in Belgium is the 2009 Belgian Corporate Governance Code, written by a committee of corporate leaders in Belgium. Since then, the Belgian government has put some of the Code’s recommendations into law, most notably the 2009 and 2010 laws obliging listed and government-owned companies to set up audit and remuneration committees, and the 2011 law on gender quota that requires boards of listed and government-owned companies to have at least one-third of female directors on the board of directors. We hope you find this second, expanded edition of the Belgium Board Index useful. The latest edition of each Spencer Stuart Board Index can be found on our website, www.spencerstuart.com, alongside a wide range of other publications covering board and corporate governance issues.
1
Highlights of the 2014 Belgium Board Index
41% The proportion of female directors in the Bel20 deemed independent
2.6 The average number of nationalities represented on Belgian boards
4 th Belgium’s ranking in Europe for the proportion of foreign directors
2
WOMEN AS INDEPENDENT DIRECTORS In 2014, 41% of Bel20 directors are deemed independent, practically unchanged from last year (40%). It is interesting to observe that a far higher proportion of female directors are classified as independent (70%) than last year (55.6%). This suggests that men still dominate the ranks of executive board members and shareholder representatives, and that a large proportion of newly appointed women are independent.
INTERNATIONAL DIVERSITY With an average of 2.6 nationalities on the board, in terms of international diversity Belgium is ahead of Germany (where the average number of nationalities on a board is 2.3), but behind the UK (3.2), Netherlands (3.4), and France (5.0), among others. The most common foreign countries represented on Belgian boards are France (26.5%), the Netherlands (11.8%), and the United Kingdom (17%). The United States (11%) and Germany (10%) complete the top five, which together account for over 75% of foreign directors.
Foreign directors The proportion of foreign directors on Belgian boards is relatively high compared with the rest of Europe. 29% of all directors are foreigners. Only Switzerland (55%), the Netherlands (43%), and the UK (33%) have a higher proportion of foreign directors.
Our survey approach
The 2013 Belgium Board Index covers companies in the Bel20 and Bel Mid indices. The purpose of this survey is to provide a comprehensive review of board practice in the major Belgian listed companies at a fixed point in time. For this Board Index we work with two cut-off points: Information is taken from year-end data (31 December, 2013) published in annual reports, with the exception of board composition data which is taken from 31 May, 2014. We have analysed each index separately, as well as providing averages for both indices combined. For the Bel20 companies we include a comparison with last year’s results. In future years we will refer back to historical data published in the annual Board Index for the Bel Mid boards as well. We believe the expansion of the sample of Belgian listed companies analysed for the purpose of the Board Index provides an even better benchmark for measuring corporate governance effectiveness in the country. Where relevant, we have included a comparison with the main indexes in other European countries. When reviewed in conjunction with other Spencer Stuart Board Indexes the data may be useful to any Belgian company seeking to evaluate its own governance. The tables that appear in the back of this Board Index contain detailed information on each company. The source of the data is the company’s latest published annual report. All the information has been validated by each company prior to publication.
3
Board size and composition
Board size At 12.3 the average board size for the Bel20 companies remains almost the same in 2014 as last year (12.2). 70 per cent of the boards have between 9 and 14 members. The boards of Bel Mid companies tend to be smaller, with an average size of 9.1. For both indexes combined, the average board size is 10.2. Board sizes for Bel 20 and Bel Mid companies Number of directors
2014
Bel 20 (% of companies) 2013
2012
Bel Mid (% of companies) 2014 2013
8 or fewer
10
10
15
49
49
9–11
35
40
25
31
34
12–14
35
30
40
17
14
15 or more
20
20
20
3
3
Executive directors Executive directors account for 15.3 per cent of all board members across both indices. They account for 18.7 per cent of Bel Mid boards (an average of 1.7 executive directors per board) and 10.7 per cent of Bel20 boards (an average of 1.3 per board).
Independence 41 per cent of all Bel20 directors and 40 per cent of all Bel Mid directors (including chairmen) are considered independent. Chairmen are independent in 40 per cent of the Bel20 companies and 37 per cent of Bel Mid companies. The proportion of independent directors is significantly higher among women on boards: 70 per cent of all female directors in the Bel20 and 56 per cent of all female directors in the Bel Mid are considered independent, the same as last year.
The roles of chairman and chief executive The Belgian Code of Corporate Governance recommends that the roles of chairman and CEO should be separated. Most companies follow this rule, with Colruyt and GDF-Suez being the only exceptions in the Bel20 and Econocom the only exception in the Bel Mid.
4
19.4 per cent of Bel Mid companies are led by co-CEOs or co-managing directors. This model of shared leadership is not found among Bel20 companies. The CEO is a member of the board in 89 per cent of companies in the combined indices (85 per cent in the Bel20 and 92 per cent in the Bel Mid).
Foreign directors Across both Bel20 and Bel Mid indices, 28.9 per cent of directors are not Belgian nationals. In 2013, 37 per cent of Bel20 directors were non-Belgian. However, excluding GDF-Suez and Delta Lloyd, who are primarily listed on the French and Dutch stock exchanges respectively, the percentage of foreign directors drops to 31.5. This level has remained unchanged for the last three years. Seven companies (Anheuser-Busch Inbev, Ageas, Delhaize, GBL, Telenet, UCB, and Umicore) have 50 per cent or more foreign directors. In the Bel Mid companies 22.7 per cent of directors were foreign in 2013. Eight companies (RTL Group, RHJ International, Galapagos, Euronav, Arseus, Ablynx, Mobistar, and Nyrstar) have 50 per cent or more foreign directors. Foreign representation remains high among chairmen and CEOs: 25 per cent of the Bel20 companies have a non-Belgian chairman and 35 per cent have a non-Belgian CEO. For Bel Mid companies, the percentages are 19.4 and 36 respectively. Belgian listed companies have on average 2.6 different nationalities sitting on the board (including Belgians). Bel Mid companies are slightly less diverse, with an average of 2.1 different nationalities, compared with 3.3 on the boards of Bel20 companies. Foreign director representation on European boards
% Foreign directors
CH
DK
ES
F
FI
IT
N
NL
SE
UK
59%
25%
11%
31%
26%
7%
15%
43%
18%
33%
5
Women directors The Belgian law of 28 July 2011 requires boards to ensure that one-third of their directors are women by 2017. Since 2011, the number of women on Bel20 boards has risen by 8 percentage points, up to 18.9 per cent in May 2013 and 22.8 per cent in May 2014. For Bel Mid companies, the numbers were slightly lower, at 17.2 per cent in 2013 and 19.3 per cent in May 2014. The average for the two indexes combined was 17.9 per cent in 2013. In 2014, all Bel20 companies have at least one woman on board. The median was 18 per cent at the end of May 2014, up from 16 per cent in December 2013. Almost half of the Bel20 companies have between 10 and 19 per cent women on their boards and only three companies (Belgacom, Elia, and GDF Suez) have reached the targets set by the quota at this point. One of those companies, Belgacom, well exceeds the target as half of its current board are women.
Average age of board members Bel20 executive and non-executive directors have an average age of 55.5 and 58.5 respectively. The average age of Bel20 chairmen is 59.4. The average age of Bel Mid chairmen is 66.1. The information available does not allow us to calculate an average age for the Bel Mid directors.
6
Remuneration
Chairmen Among companies that disclosed details about remuneration, 53 per cent paid the chairman only a fixed fee and 40 per cent of the companies paid both. One company paid only an attendance fee and one company did not pay the chairman. The average fixed fee for chairmen is €116 409 in a range from €4 000 to €500 000 with a median of €75 000. The average attendance fee for chairmen is €3 254 per meeting. The average fixed fee for chairmen in the Bel20 is €164 230, slightly down from last year (€166 175). The average fixed fee for chairmen in the Bel Mid is markedly lower at €88 542.
Chairman remuneration Less than € 50 000
2
13 15
€50 000–€99 000
7
€100 000–€199 000
3
€200 000–299 000
3
€300 000 or more
3
Bel20 companies
BelMid companies
6 13 6 9
4 7
2 Bel20 chairmen and 7 BelMid chairmen don’t receive remuneration
Deputy chairmen There are only eight companies with a deputy chairman. Half of those companies pay a fee to the deputy chairman that is up to twice the fixed fee awarded to the regular members of the board. None of the companies award deputy chairmen higher attendance fees. Two of the companies did not disclose detailed remuneration information.
7
Committees composition
Non-executive directors Among companies that disclosed details about remuneration, 50 per cent paid the board members only a fixed fee, 7 per cent paid only an attendance fee, and 43 per cent paid both. The average fixed fee for all companies is €32 215. The average attendance fee is €2 867 per meeting. The average fixed fee for non-executive directors in the Bel20 is €39 898, up 7.5 per cent from last year (€37 087). The average fixed fee for non-executive directors in the Bel Mid is €27 938.
8
Committee remuneration
Bel20 companies have an average of 2.7 committees, slightly more than Bel Mid companies which have an average of 2.5 committees.
Audit committee All Bel20 companies have an audit committee, as is mandatory by law. There is only one Bel Mid company, Retail Estates, that doesn’t have an audit committee. The company explains in its annual report that the duties of the audit committee as described by the law are taken up by the whole board. Audit committees have on average 3.6 members. 49 companies have published details of committee memberships; only three audit committees are chaired by women. Two companies combine audit and compliance committees, one company combines audit and risk and one company combines audit and finance.
Remuneration committee All Bel20 companies have a remuneration committee. Only one Bel Mid company, Intervest Offices, does not have a remuneration committee. Remuneration committees have on average 3.4 members. Four audit committees are chaired by women. 71 per cent of the companies combine the remuneration and nomination committee.
Nomination committee 90 per cent of the Bel20 companies and 80 per cent of the Bel Mid companies have a nomination committee. The nomination committees have on average 3.6 members. 82 per cent of the nomination committees are part of a combined nomination and remuneration committee.
9
Audit committee Of the companies that disclose detailed remuneration information, 38 per cent paid the audit committee chairman only a fixed fee, 29 per cent only attendance fees, and 22 per cent paid both. 11 per cent of companies do not pay the audit committee chairman an additional fee. In total, 60 per cent of companies pay their audit committee chairman a fixed fee. This fixed fee averages €20 305. 51 per cent of the companies pay the chairman an attendance fee. This fee averages €2 331. Of the audit committee members, 36 per cent are paid only a fixed fee, 33 per cent only attendance fees, and 20 per cent both. 11 per cent of companies do not pay a fee for audit committee membership. 56 per cent of companies pay their audit committee members a fixed fee. This fixed fee averages €10 130. 53 per cent pay audit committee members attendance fees. These fees average €3 719.
Remuneration Committee Of the companies that disclose detailed remuneration information, 35 per cent paid the remuneration committee chairman only a fixed fee, 35 per cent only attendance fees, and 18 per cent paid both. 12 per cent of the companies do not pay the remuneration committee chairman an additional fee. In total, 53 per cent pay their remuneration committee chairman a fixed fee. This fixed fee averages €10 141. 53 per cent of the companies pay the chairman an attendance fee. This fee averages €2 088. Of the remuneration committee members, 35 per cent are paid only a fixed fee, 40 per cent only attendance fees, and 16 per cent both. Nine per cent of the companies do not pay a fee for remuneration committee membership. 51 per cent of companies pay their remuneration committee members a fixed fee. This fixed fee averages €7 034. 56 per cent of the companies pay the remuneration committee members an attendance fee. This fee averages €1 735.
10
Nomination Committee Of the companies that disclose detailed remuneration information, 34 pay the nomination committee chairman only a fixed fee, 37 per cent only an attendance fee, and 17 per cent pay both. 12 per cent of companies do not pay a fee to the nomination committee chairman. In total, 51 per cent of companies pay their nomination committee chairman a fixed fee. This fixed fee averages €10 892. 54 per cent of the companies pay the nomination committee chairman an attendance fee. This fee averages €2 052. Of the nomination committee members, 34 per cent are paid only a fixed fee, 41 per cent only attendance fees, and 15 per cent are paid both. 10 per cent of the companies do not pay a fee for nomination committee membership. In total, 49 per cent of companies pay their nomination committee members a fixed fee. This fixed fee averages €7 539. 56 per cent of the companies pay the nomination committee members an attendance fee. Attendance fees average €1 694.
11
International comparison
In this edition of the Belgium Board Index we provide two sets of tables. In addition to the detailed company data for the Bel 30 and Bel Mid (beginning on page 16), we are publishing a chart comparing aggregated data from 16 countries (pages 14–15). All data is taken from individual country Board Indexes published by Spencer Stuart in 2014.
Constituent companies of Spencer Stuart EMEA & US Board Indexes BELGIUM
BeL20 + BelMid
FRANCE
CAC40
GERMANY
DAX30, Mdax, Sdax, Tecdax
ITALY
38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)
NETHERLANDS
NORDICS
12
AEX and AMX Denmark
OMX Copenhagen
Finland
OMX Helsinki
Norway
Oslo Stock Exchange
Sweden
OMX Stockholm
RUSSIA
Top 50 companies from Expert 400
SOUTH AFRICA
JSE Top 40 + top companies by market cap + select SOEs
SPAIN
IBEX-35 + top companies by market cap
SWITZERLAND
SMI
TURKEY
BIST 30
UK
FTSE 150
USA
S&P 500 comprising NYSE and NASDAQ-listed companies
Data tables
13
International comparison table BELGIUM
BOARD
GENERAL INFORMATION
Size of sample
AGE FOREIGN GENDER NEW MEMBERS OTHER BOARDS
N’LANDS
56
40
66
100
50
5/35
66/0
4/96
41/9
Average number of board meetings per year
-
8.3
6.1
10.5
8.57
Percentage of companies who conducted an external board evaluation
-
35%
15%
27%
20%
Combined chairman and CEO
5%
68%
0
22%
4%8
Percentage of boards with senior independent director (SID)1
N/A
70%
N/A
44%
12%9
Average board size (total)
10.2
14
14
12.2
9.5
Average board size (excluding employee representatives)
10.2
12.8
7.6
12.2
9.5
Average number of independent board members
4.2
8.6
-
6.2
5.8
Percentage of independent board members
41%
62%
43%4
50%
62%
-
60
56.7
59.2
59.6
58.5
61
615
59.4
63
Average age: non-executive directors Average age: executive directors
55.5
59
N/A
58.5
53.2
Percentage of foreign board members (all)
29%
31%
-
7%
43%
Percentage of foreign non-executive directors
-
28%
24%
8%
45%
Percentage of foreign executive directors
-
1%
N/A
5%
36%
2.6
5
2.3
1.7
3.4
17.9%
31%
-
17.3%
16.9%
Percentage of female non-executive directors
-
32.6%
23.8%
20.1%
21.4%
Percentage of female executive directors
-
3.8%
N/A
6%
6.8%
Percentage of companies with at least one woman on the board
82.2%
100%
94%
87%
70%
Percentage of new board members
13.3%
7%
7.4%
17%
13.5%
Percentage of women among new board members
Percentage of female board directors (all)
LIMITS
ITALY
07/49
Average number of nationalities represented on the board
REMUNERATION
GERMANY
Supervisory board/unitary board of directors
Average age: all directors
35%
41%
38.2%
39%
23.4%
Percentage of non-nationals among new board members
-
36.1%
11.8%
7.2%
48.4%
Average number of boards per director (total)
-
1.5
3.2
3.9
1.110
Average number of foreign boards per director
-
0.7
-
-
-
Percentage of executive directors with an outside board
-
86%
N/A
18%
0.6%10
Percentage of boards with tenure limits
N/A
N/A
N/A
N/A
100%
Average length of tenure limits
N/A
123
N/A
N/A
12
Percentage of companies with a mandatory retirement age
N/A
3%
75%
5%
-
Average mandatory retirement age
N/A
69
75
73.3
7111
Average retainer for non-executive directors
-
€27 281
€55 000
€39 900
€77 00012
Average fee for audit committee membership
-
€12 394
€18 000
€54 800
€9 100
Average fee for remuneration committee membership
-
€11 800
N/A
€36 000
€6 400
Average compensation for nomination committee membership
-
€11 500
-
€30 300
€6 700
Average board size of ExCo EXCOM
FRANCE
6
6.7
13
5
3
3.2
Percentage of foreigners on the ExCo
25.6%
26%
22.5%
1.3%
33.3%
Percentage of women on ExCo
10.9%
10%
7.3%
6.4%
7.6%
Remuneration figures are stated in Euros. Figures for non-Euro currencies are based on conversion rates at 31 March 2014. 1 Or lead director or equivalent Finland 2 400–2.000 EUR/meeting
14
France 3 While there is no formal tenure limit in France, directors lose their independence after 12 years on the board
Germany 4 According to goals expressed in compliance statement 5 Shareholder representatives only 6 Chairmen only
Netherlands 7 Based on boards meeting less than 20 times annually. One-tier boards meet on average 7.4 times. Two-tier boards meet on average 8.8 times. 8 This relates to one-tier boards only as a combined CEO and chairman is not permissible on two-tier boards. 9 67% of all one-tier boards in the Netherlands Board Index have a Senior Director or Vice Chairman.
Denmark
NORDICS Finland Norway
Sweden
RUSSIA
SOUTH AFRICA
SPAIN
SW’LAND
TURKEY
UK
USA
25
25
25
50
41
72
92
20
30
150
495
17/8
20/5
4/21
5/45
0/41
1/71
0/92
12/08
0/30
0/150
0/495
9.5
12.1
10.6
10.1
22.3
6.2
10.4
8.3
17.5
7.6
8.1
-
-
-
-
5%
47%
88%
0%
-
40%
98%
0%
0%
4%
2%
0%
1%
65%
5%
7%
0%
53%
N/A
N/A
N/A
N/A
9.8%
52.8%
21%
15%
N/A
100%
90%
9.8
8
8.3
9.9
10.6
12.3
11.4
10.6
9.6
10.5
10.8
6.7
7.8
6.1
8.2
10.6
12.3
11.4
10.5
9.6
10.5
10.8
4.8
6.4
4.8
5.3
2.6
7
4.3
9
3.2
6.3
9.1
49%
80%
59%
53%
39%
57%
38%
85%
34%
60%
84%
55.6
57.5
56.3
57.4
52.5
55.7
59.5
60.8
-
57.5
-
55.6
57.5
56.3
57.8
53.2
57.2
-
60.6
-
59.3
63.1
50
57
50
54.7
49.3
51.6
-
56.8
-
52.4
-
25%
26%
15%
18%
24%
26%
11%
59%
15%
33%
8%16
25%
13%
15%
18%
29%
26%
89%
55%
15%
26%
-
0%
0%
0%
1%
1%
29%
11%
73%
0
7%
-
3
2.6
2.2
2.6
3
2.6
N/A
5.5
1.7
3.2
-
23.8%
29.6%
39.6%
30.2%
8%
20.8%
13%
15.6%
8.7%
20.6%
18.6%
11.9%
26.6%
28%
21.5%
7.8%
25%
15%
16.5%
-
29.6%
-
0%
0%
0%
0.3%
9%
6.4%
4%
0%
-
6.6%
-
96%
100%
100%
100%
39%
94.4%
68%
85%
56.7%
97.3%
95.2%
17.6%
16.1%
10.1%
8.7%
29.8%
6.8%
8.9%
8.5%
-
14.3%
7%
25.6%
21.9%
38.1%
53.5%
10%
18.3%
17%
38.9%
-
38.7%
30%
-
-
-
-
23.1%
30%
18%
61.1%
-
49.1%
-
1.6
1.9
1.6
2.5
1.6
2.1
1.1
2.4
-
2
2.1
-
-
-
-
0.4
0.5
-
1.1
-
0.6
-
0%
6.3%
0%
5.7%
20.5%
24.8%
12.9%
27.3%
-
27%
-
N/A
N/A
N/A
N/A
2.4%
28.6%
25%
30%
N/A
N/A
3%
N/A
N/A
N/A
N/A
3
9
11.6
12.2
N/A
915
15.6
80%
4%
8%
4%
0%
46.2%
28%
55%
N/A
N/A
73%
70.3
70
70
72.5
0
70
71
70.2
N/A
N/A
73
€46 971
€49 600
€35 720
€51 718
€84 964
€32 806
€64 661
€169 167
€40 583
€74 937
€78 075
€20 029
€21 3332
€10 305
€12 824
€16 211
€9 421
€74 937
€78 075
-
€14 522
€8 698
€14 493
See note 2
€5 423
N/A
N/A
€6 283
€23 058
€49 913
-
€13 312
€8 175
€15 625
€6 0002
€8 039
€8 602
N/A
€4 228
€14 522
€8 698
-
€8 471
See note 17
-
-
-
-
11
10.6
1.5
9.7
-
10.4
-
-
-
-
-
4.3%
28.6%
13.3%
59.2%
-
-
-
-
-
-
-
9.1%
20.3%
15.8%
4.3%
-
15.7%
-
10 Positions on boards of foreign and domestic listed and nonlisted companies not in the Netherlands Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than what is reported in the Board Index. Chair positions are not counted double. 11 70–72 years. This relates to non-executive directors.
13
12 Includes per-meeting fees or fees for committee membership. Based on 184 non-executive directors who were on the board of a company included in the Board Index for the entire year of 2013. Excludes retainers for non-executive chairmen. Russia 13 Data available for 10 of 41 companies. turkey 14 Average remuneration for independent directors only
14
UK 15 While there is no formal tenure limit in the UK, directors lose their independence after 9 years on the board USA 16 Top 200 companies only 17 $8.411 (average all committees) 15
Board composition and executive committee Board composition
Index
Foreign directors
Independent directors
Executive directors
Deputy CEO member Chairman length chairmen of board? of service
Directors length of service
Anheuser-Busch Inbev
Bel20
4
11
0
7
3
0
0
No
12 (2002)
8.1
Ablynx
BelMid
2
7
1
6
6
1
0
Yes
0/0 (2013)
1.7
A&VH
Bel20
3
9
1
2
3
1
0
Yes
21/2 (2011)
12.4
Aedifica
BelMid
3
11
4
1
5
2
0
Yes
8/? (2005)
5.8
Ageas
Bel20
3
10
2
6
6
1
1
Yes
4 (2009)
2.2
Agfa Gevaert
BelMid
2
7
0
2
4
1
0
Yes
7/5 (2008)
6.6
Arseus
BelMid
2
9
0
3
3
2
0
Yes
N/A
N/A
Barco
BelMid
3
8
1
2
5
1
0
Yes
14
6
Befimmo
Bel20
2
10
1
0
6
1
0
Yes
11 (2002)
7
Bekaert
Bel20
3
14
1
4
3
1
0
Yes
13 (2000)
13.4
Belgacom
Bel20
3
14
5
1
7
1
0
Yes
0/0 (2013)
N/A
BNB
BelMid
4
18
4
0
N/A
8
0
Yes
N/A
N/A
Bois Sauvage
BelMid
2
7
2
0
4
1
0
Yes
N/A
0
bpost
BelMid
3
11
3
2
3
1
0
Yes
7/7 (2006)
4.2
Brederode
BelMid
2
7
0
1
2
3
0
Yes
13 (2000)
9
CFE
BelMid
2
13
1
2
4
1
0
Yes
N/A
N/A
CMB
BelMid
2
10
2
1
3
3
0
Yes
28/11(2002)
7.5
Cofinimmo
Bel20
2
12
2
1
7
4
0
Yes
3
6
Colruyt
Bel20
2
9
1
0
2
2
0
Yes
21
N/A
D'Ieteren
Bel20
3
13
2
2
2
1
1
Yes
45/40
9.7
Deceuninck
BelMid
2
8
1
0
3
1
2
Yes
28/5 (2008)
2.8
Delta Lloyd
Bel20
4
7
2
7
7
0
0
No
10/7 (2003/2006)
4.7
Delhaize
Bel20
2
11
3
7
8
0
0
No
2 (2011)
8.2
Dexia
BelMid
3
9
1
4
3
2
0
Yes
4 (2009)
1.3
Econocom
BelMid
2
12
2
N/A
2
5
0
Yes
N/A
N/A
Elia
Bel20
3
14
5
1
7
0
2
No
N/A
N/A
Euronav
BelMid
2
10
2
7
3
1
0
Yes
10/10 (2003)
7
EVS
BelMid
2
11
2
1
6
3
0
Yes
10/10 (2003)
7.7
Exmar
BelMid
2
10
2
1
3
2
0
Yes
10/10 (2003)
6.7
* co-CEOs
16
Committees Directors
Women directors
Board composition
Executive committee
Age
CEO
Chairman
Nonexecutive directors
Executive directors
Range
Chairman nationality
Chairman gender
Members
Women
71
54
N/A
44–72
NED
M
15
1
14
70
63.2
59
54–73
UK
M
7
0
64
58.1
62
34–65
BEL
M
6
76
65.7
44
40–77
BEL
M
70
61.4
56
46–70
BEL
69
62.7
59
53–69
68
56.3
50
67
58.2
60
Non-Belgians Average age
Age
Nationality
Gender
47.8
53
BRAZ
M
4
53.3
59
UK
M
0
0
48
61
BEL
M
N/A
N/A
N/A
N/A
48
BEL
M
M
3
0
1
54.6
55
BEL
M
BEL
M
5
0
1
51.8
59
FRA
M
38–69
NED
M
5
0
3
50.6
53
NED
M
65
52–69
BEL
M
10
0
2
N/A
N/A
BEL
M
60.5
56
49–75
BEL
M
4
2
0
45.5
55
BEL
M
68
62.4
58
55–69
BEL
M
9
0
1
51.4
57
UK
M
62
N/A
49
N/A
BEL
M
7
1
1
61
57
BEL
F
62
N/A
N/A
N/A
BEL
M
8
2
0
N/A
N/A
BEL
M
54
59
45
45–68
BEL
M
N/A
N/A
N/A
N/A
45
N/A
N/A
62
N/A
N/A
N/A
BEL
M
6
0
0
N/A
N/A
BEL
M
78
N/A
N/A
N/A
BEL
M
3
0
1
N/A
N/A*
ITA–BEL*
M–M*
72
64
60
36–72
BEL
M
8
1
N/A
55.8
60
FRA
M
81
55.3
N/A
36–81
BEL
M
5
0
0
59
N/A
BEL
M
63
55.8
48.3
40–76
BEL
M
4
1
0
47.3
59
BEL
M
56
N/A
56
N/A
BEL
M
11
0
0
N/A
54
BEL
M
71
62.7
49
38–75
BEL
M
4
1
0
N/A
64
BEL
M
69
57.6
46
31–69
BEl
M
9
1
2
51.3
46
BEL
M
68
58.4
N/A
47–68
NED
M
4
0
4
58.4
57
NED
M
62
57
N/A
47–68
DAN
M
5
0
3
55.1
52
BEL
M
61
46.3
64.5
40–65
FRA
M
3
0
1
52
64
BEL
M
70
N/A
N/A
N/A
FRA
M
12
3
N/A
N/A
70
FRA
M
66
N/A
50
N/A
BEL
M
5
1
0
51.8
49
BEL
M
59
56.3
54
39–66
BEL
M
4
0
N/A
56.3
54
UK
M
54
55.7
49.7
41–66
BEL
M
10
0
N/A
53.9
53
NED
M
69
5.9
54.5
30–69
BEL
M
9
0
2
46.8
55
BEL
M
17
Board composition
Index
Foreign directors
Independent directors
Executive directors
Deputy CEO member Chairman length chairmen of board? of service
Directors length of service
Fluxys
BelMid
4
22
7
1
8
0
0
No
15/15 (1998)
4.7
Galapagos
BelMid
2
7
2
6
4
1
0
Yes
N/A
N/A
GBL
Bel20
3
17
3
8
4
3
2
Yes
31/1 (2012)
16
GDF-Suez
Bel20
4
18
6
N/A
8
2
2
Yes
7
4.2
GIMV
BelMid
3
12
4
1
6
1
0
Yes
2/2 (2011)
5.1
Home Invest
BelMid
3
6
0
0
3
0
0
No
6/6 (2007)
2.4
Intervest offices
BelMid
1
6
0
N/A
3
0
0
No
N/A
N/A
KBC
Bel20
3
20
3
3
3
3
1
Yes
2 (2011)
N/A
Kinepolis
BelMid
2
7
1
N/A
4
2
0
Yes
N/A
N/A
Lotus
BelMid
2
10
3
0
4
2
0
Yes
N/A
N/A
Melexis
BelMid
2
6
3
2
3
1
1
Yes
19 (1994)
4
Mobistar
BelMid
4
12
3
5
4
1
0
Yes
N/A
N/A
Nyrstar
BelMid
3
6
1
4
4+1
1
0
Yes
6 (2007)
5
Retail Estates
BelMid
1
11
0
0
5
2
0
Yes
N/A
N/A
RHJ
BelMid
3
8
0
8
5
1
0
Yes
8/8 (2005)
4.9
RTL
BelMid
2
11
2
10
3
3
0
Yes
7/7 (2006)
2.9
Sipef
BelMid
2
9
2
1
2
1
0
Yes
N/A
N/A
Sofina
BelMid
2
11
1
3
6
2
0
Yes
N/A
N/A
Solvay
Bel20
4
15
3
6
9
1
0
Yes
25/1 (2012)
7.6
Telenet
Bel20
2
11
1
7
3
1
0
Yes
11/9 (2002)
6.5
Tessenderlo
BelMid
3
12
2
3
6
2
0
Yes
27 (1986)
5.8
Thrombogenics
Bel20
2
8
1
2
4
2
0
Yes
N/A
N/A
UCB
Bel20
3
12
3
6
6
1
1
Yes
13/1 (2012)
8.9
Umicore
Bel20
2
10
2
6
4
1
0
Yes
13/5 (2000)
8.6
Van de Velde
BelMid
3
8
2
0
2
2
0
Yes
1/1 (2012)
1.4
Warehouses DePauw
BelMid
4
6
0
0
3
3
0
Yes-Yes
14/10 (2003)
11
Wereldhave
BelMid
3
5
0
1
3
1
0
Yes
N/A
N/A
* co-CEOs
18
Committees Directors
Women directors
Board composition
Executive committee
Age
CEO
Chairman
Nonexecutive directors
Executive directors
Range
Chairman nationality
Chairman gender
Members
Women
60
N/A
N/A
N/A
BEL
M
5
0
0
N/A
N/A
N/A
N/A
UK
M
5
0
62
64.2
60.3
41–87
BEL
M
5
64
59.3
55.5
42–87
FRA
M
57
56.5
44
44–64
BEL
N/A
N/A
N/A
N/A
N/A
N/A
N/A
53
54.7
N/A
Non-Belgians Average age
Age
Nationality
Gender
N/A
N/A
BEL
M
4
N/A
N/A
NED
M
1
1
55.3
86
BEL
M
20
4
1
N/A
N/A
FRA
M
M
9
0
2
45.8
44
BEL
M
BEL
M
4
0
N/A
N/A
N/A
BEL
M
N/A
BEL
M
4
1
N/A
N/A
N/A
BEL
M
51.3
43–69
BEL
M
8
0
3
54.9
47
BEL
N/A
N/A
N/A
BEL
M
N/A
N/A
N/A
N/A
N/A
BEL–BEL
M–M*
67
N/A
N/A
N/A
BEL
M
4
0
0
N/A
N/A
BEL
M
67
61.2
51
51–67
BEL
M
11
4
2
47.5
51
BEL
F
68
50.5
52
41–68
BEL
M
10
2
3
N/A
51
BEL
M
69
N/A
58
N/A
BEL
M
6
0
6
N/A
57
LUX
M
60
57
54
43–68
BEL
M
N/A
N/A
N/A
57
54
BEL
M
83
60.3
50
50–83
USA
M
4
1
3
61.9
50
GER
M
48
59.4
50.3
44–76
GER
M
4
1
1
55.9
55–51*
BEL–GER*
M–F*
N/A
N/A
N/A
N/A
BEL
M
5
0
0
N/A
N/A
BEL
M
65
N/A
N/A
N/A
BEL
M
6
0
0
N/A
N/A
BEL
M
51
N/A
55
N/A
BEL
M
6
0
4
N/A
54
FRA
M
48
51.3
56
46–69
BEL
M
11
5
2
46.2
54
AUS/USA
M M–M*
*
M *
70
66
52.7
46–75
BEL
M
6
0
2
62.7
52–51*
BEL–FRA/ BRA*
68
N/A
52.5
N/A
BEL
M
2
0
0
N/A
55
BEL
M
67
N/A
56
N/A
OST
M
8
2
8
53.3
55
FRA
M
53
59.7
48
43–70
BEL
M
7
0
1
50.7
47
N/A
N/A
N/A
N/A
BEL
M
8
2
0
N/A
63
55.3
N/A
44–63
BEL
M
2
0
0
N/A
64
55
50–70
BEL
M
7
1
6
BEL
M
N/A
*
BEL–BEL
M–M*
54.6
N/A*
BEL–BEL*
M–M*
60.4
51
NED
M
*
19
Committee structure and detail Chairman
Deputy chairman Attendance fee
Fixed remuneration
Attendance fee
Fixed remuneration
Attendance fee
Anheuser-Busch Inbev
150 000
3 000
N/A
N/A
75 000
1 500
Ablynx
100 000
0
N/A
N/A
30 000
0
A&VH
60 000
2 500
N/A
N/A
30 000
2 500
Aedifica
13 600
850
N/A
N/A
11 330
850
Ageas
90 000
N/A
N/A
N/A
45 000
N/A
Agfa Gevaert
180 000
2 5001
N/A
N/A
50 000
2 5001
Arseus
50 000
0
N/A
N/A
25 000
0
Barco
205 000
0
N/A
N/A
205 000
0
Befimmo
50 000
3 750
N/A
N/A
20 000
2 500
Bekaert
500 000
2 500
N/A
N/A
38 000
2 500
Belgacom
50 000
10 000
N/A
N/A
25 000
5 000
0
BNB
0
N/A
N/A
0
0
Bois Sauvage
2
9 500
0
N/A
N/A
5 000
0
bpost
38 773
0
N/A
N/A
19 386
0
Brederode
251 890
0
N/A
N/A
5 000–273 3503
0
CFE
N/A
N/A
N/A
N/A
N/A
N/A
CMB
75 000
5 000
N/A
N/A
25 000
5 000
Cofinimmo
100 000
0
N/A
N/A
20 000
2 500
Colruyt
348 655
0
N/A
N/A
87 164
0
N/A
N/A
N/A
N/A
N/A
N/A
Deceuninck
40 000
3 000
30 000
1 5000
20 000
1 500
Delta Lloyd
75 000
0
65 000
0
50 000
0
Delhaize
160 000
0
N/A
N/A
80 000
0
Dexia
25 000
0
N/A
N/A
10 000
0
N/A
N/A
N/A
N/A
N/A
N/A
Elia
37 500
1 200
30 000
960
25 000
800
Euronav
160 000
10 000
N/A
N/A
60 000
10 000
4 000
1 000
N/A
N/A
4 000
750
Exmar
100 000
0
N/A
N/A
50 000
0
Fluxys
N/A
N/A
N/A
N/A
N/A
N/A
50 000 GBP
0
N/A
N/A
20 000/40 000
0
200 000
3 000
50 000
3 000
25 000
3 000
D'Ieteren
Econocom
EVS
Galapagos GBL
1 Every meeting beyond the 5 designated 2 5 000 + 4 500 bonus 3 Range encompasses non-executive and executive directors 20
Director
Fixed remuneration
Chairman
Deputy chairman
Director
Fixed remuneration
Attendance fee
Fixed remuneration
Attendance fee
Fixed remuneration
Attendance fee
GDF-Suez
N/A
N/A
37 500
2 500
35 000
N/A
GIMV
5 250
670
N/A
N/A
0
670
0
400
N/A
N/A
0
400
Intervest offices
15 000
0
N/A
N/A
14 000
0
KBC
500 000
N/A
N/A
N/A
N/A
N/A
Kinepolis
87 250
0
N/A
N/A
32 500
0
Lotus
40 000
0
N/A
N/A
20 000
0
Melexis
0
0
0
0
15 000
0
Mobistar
66 000
2 200
N/A
N/A
33 000
2 200
Nyrstar
200 000
0
50 000
0
50 000
10 000
N/A
N/A
N/A
N/A
N/A
N/A
RHJ
150 000
0
N/A
N/A
75 000
N/A
RTL
N/A
N/A
N/A
N/A
N/A
N/A
Sipef
20 000
0
N/A
N/A
20 000
0
Sofina
N/A
N/A
N/A
N/A
N/A
N/A
Solvay
250 000
4 000
N/A
N/A
35 000
4 000
Telenet
60 000
2 500
N/A
N/A
30 000/12 000
2 500/2 000
Tessenderlo
140 000
0
N/A
N/A
53 679
0
Thrombogenics
75 000
0
N/A
N/A
10 000
2 000
UCB
210 000
2 000
105 000
1 500
70 000
1 000
Umicore
40 000
5 000
N/A
N/A
20 000
2 500
Van de Velde
60 000
0
N/A
N/A
15 000
0
Warehouses DePauw
202 000
0
N/A
N/A
23 000
0
N/A
N/A
N/A
N/A
N/A
N/A
Home Invest
Retail Estates
Wereldhave
21
About Spencer Stuart
Spencer Stuart is one of the world’s leading executive search consulting firms. Privately held since 1956, Spencer Stuart applies its extensive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to nonprofit organisations — and address their leadership requirements. Through 55 offices in 30 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director appointments, succession planning and in-depth senior executive management assessments. We also publish a wide range of articles and publications on boards and governance issues. For more information, visit www.spencerstuart.com.
Spencer Stuart Board Indexes Spencer Stuart publishes Board Indexes in the following countries: >> >> >> >> >> >>
Belgium Canada France Germany Hong Kong India
>> >> >> >> >> >>
Italy Japan Netherlands The Nordics Russia Singapore
stay connected to spencer stuart
22
>> >> >> >> >> >>
South Africa Spain Switzerland Turkey UK USA
Worldwide Offices Amsterdam T 31 (0) 20.305.73.05
Geneva T 41 22.312.36.38
Moscow T 7 495.797.36.37
Shanghai T 86 21.2326.2828
Atlanta T 1.404.504.4400
Hong Kong T 852.2521.8373
Mumbai T 91 22 6616.1414
Silicon Valley T 1.650.356.5500
Barcelona T 34.93.487.23.36
Houston T 1.713.225.1621
Munich T 49 (0) 89.45.55.53.0
Singapore T 65 6586.1186
Beijing T 86.10.6535.2100
Istanbul T 90 212.381.86.41
New Delhi T 91.124.485.4444
Stamford T 1.203.324.6333
Bogota T 571.618.2488
Johannesburg T 27.11.557.5300
New York T 1.212.336.0200
Stockholm T 46.8.534.801.50
Boston T 1.617.531.5731
London T 44 (0) 20 7298.3333
Orange County T 1.949.930.8000
Sydney T 61.2.9240.0100
Brussels T 32.2.732.26.25
Los Angeles T 1.310.209.0610
Paris T 33 (0) 1.53.57.81.23
Tokyo T 81.3.3238.8901
Buenos Aires T 54.11.4310.9100
Madrid T 34.91.745.85.00
Philadelphia T 1.215.814.1600
Toronto T 1.416.361.0311
Calgary T: 1.403.538.8658
Melbourne T 61.3.8661.0100
Prague T 420.221.411.341
Vienna T 43.1.36.88.700.0
Chicago T 1.312.822.0080
Mexico City T 52.55.5002.4950
Rome T 39.06.802071
Warsaw T 48.22.321.02.00
Copenhagen T 45 333.46700
Miami T 1.305.443.9911
San Francisco T 1.415.495.4141
Washington, D.C. T 1.202.639.8111
Dallas T 1.214.672.5200
Milan T 39.02.771251
Santiago T 56.2.940.2700
Zurich T 41.44.257.17.17
Dubai T 971.4.426.6500
Minneapolis/St. Paul T 1.612.313.2000
Sao Paulo T 55 11.2050.8000
Frankfurt T 49 (0) 69.61.09.27.0
Montreal T 1.514.288.3377
Seattle T 1 206.224.5660
©2014 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact
[email protected]. Sign up to receive publications in your areas of interest via email or RSS by visiting www.spencerstuart.com.
Belgium Board Index
201
Amsterdam Atlanta Barcelona Beijing Bogota Boston Brussels Buenos Aires Calgary Chicago Copenhagen Dallas Dubai Frankfurt Geneva Hong Kong Houston Istanbul Johannesburg London Los Angeles Madrid Melbourne Mexico City Miami Milan Minneapolis/St. Paul Montreal Moscow Mumbai Munich New Delhi New York Orange County Paris Philadelphia Prague Rome San Francisco Santiago Sao Paulo Seattle Shanghai Silicon Valley Singapore Stamford Stockholm Sydney Tokyo Toronto Vienna Warsaw Washington, D.C. Zurich
