How Belgian Boards Reward Non-Executive Directors
Over more than a decade, GUBERNA has produced a series of reference studies on the remuneration of non-executive board members. The 6th edition of the report examines 2024 remuneration practices for non-executive directors (NEDs) in Belgian listed companies within the BEL 20, BEL Mid and BEL Small indices.
The study analyses remuneration policies and levels for non-executive board members, board chairs, and committee members and chairs, based on public data. Its objective is to provide boards and stakeholders with a clear, comparable and fact-based view of current remuneration practices.
Why non-executive remuneration deserves board attention
In recent years, boards and remuneration committees have rightly focused on important topics such as executive compensation, diversity in board composition, and succession planning. Yet the remuneration of non-executive board members—despite its significant influence on board effectiveness—has often received less attention. This is increasingly difficult to justify as the expectations placed on NEDs continue to expand in today’s uncertain and complex business world.
Remuneration is not a mere technical or administrative issue. It directly influences who is willing to serve, how much time and expertise directors can commit, and the degree of independence and challenge exercised in the boardroom. Ultimately, it shapes the quality, balance and credibility of the board.
The study does not claim to provide definitive answers. Rather, it seeks to inform, contextualise and stimulate debate. As NEDs are asked to help guide companies through volatile markets with rising societal expectations and growing strategic complexity, reflecting on how their contribution is remunerated is essential.
A preview of the key findings
The full report contains detailed analysis and benchmarking. Key findings include:
Independent board members are always remunerated in Belgian listed companies, while (non-independent) non-executive board members are remunerated in most cases. Executive directors are separately remunerated for their board mandate in only a minority of the companies.
The total cost of a board member in 2024 increased by more than half in BEL Small companies compared to 2021 and by 25% in BEL Mid companies, while staying more or less status quo in BEL20 companies (based on median values of total annual remuneration, excluding share-based remuneration).
In 2024, the median annual cost per board member (excluding share-based remuneration) was:
€89,827 in BEL 20 companies
€58,320 in BEL Mid companies
€47,250 in BEL Small companies
For the remuneration of board members (different from the board chair) the popularity of fixed annual fee plus attendance fee per meeting has systematically increased since 2016. While it is the predominant pay structure for NEDs in BEL20 and BEL-Mid companies, more than half of the board members in BEL-Small companies receive a fixed annual remuneration.
Most companies apply specific remuneration arrangements for board chairs and committee members/chairs. Almost 60% of board chairs are remunerated based on a fixed annual fee that amounts to twice the fee of an ordinary board member.
Committee chairs are typically compensated based on a fixed fee per year. 12% of the audit committee members (different from the audit committee chair) are not separately remunerated for their mandate in this committee (besides the remuneration that they receive as an ordinary board member). The percentage of unpaid committee mandates is 15% for the members of the remuneration committee.
Even though the 2020 Belgian Code on Corporate Governance recommends that non-executive board members receive part of their remuneration in company shares, less than 30% of Belgian listed companies choose to compensate their NEDs with shares (and less than a quarter of Belgian listed companies have a mandatory share-based scheme in 2024). This practice is most popular in the BEL20, where the majority of companies make it mandatory.
How this study can help your board
Our report goes beyond simply ranking companies by NED pay levels. Instead, it provides boards with a practical lens to design an effective remuneration framework, tailored to their organisation’s needs, by considering the following:
the professionalism and maturity of the remuneration practices
workload and time commitment of NEDs
appropriate recognition of committee responsibilities
the role of remuneration in supporting board independence
The results from the study are intended to prompt a thoughtful discussion on how to assess and refine their remuneration policy for non-executive board members to attract, reward and retain high-calibre board talent and promote sustainable value creation. The full report provides detailed insights and comparative analyses on NED remuneration to support informed board-level discussions on board composition and governance quality within the current business context.