Australian Directors – The More Things Change, The More They Remain The Same
A landmark study of public company directors in Australia has revealed that ASX300 boards have a greater proportion of independent and female directors than ever before but remain dominated by male chairs and CEOs.
The Ownership Matters study was the first deep dive into Australian public company boards since its inaugural 2020 assessment of board trends over the previous 15 year period.
Across the ASX300, the study found female directors now hold a record 34.2% of positions (717 of 2,098) after a net 40 new female roles were added over the past 2 years. It was just 9.6% or 117 positions in 2005. There are now no all male boards remaining in the ASX100 and the 2 remaining outliers from the ASX200 (Core Lithium and De Grey Mining) both appointed their first female director in 2023.
However, female leadership remains significantly under-represented with only 4 of 290 sampled entities across the ASX300 having a female chair and CEO. They were AMP, Bendigo & Adelaide Bank, Lynas and Spark New Zealand;
In the ASX100 group there were only 10 female chairs and 13 female CEOs, although female executive leadership falls away with just 3 CEOs in the ASX101-200 and 5 in the ASX201-300. By way of contrast, lower capitalised companies are more likely to trust a female chair with 9 in the ASX101-200 and 14 in the ASX201-300.
“Whilst more than one in three non-executive directors are now female, it is surprising that this cohort has still only produced 33 chairs across the largest 290 companies that we surveyed,” OM director Dean Paatsch said.
“And of the 15 highest paid professional directors in 2022 who received more than $1 million in fees, only one female features. The men are allowing record numbers of female directors into the tent, but are yet to meaningfully hand over the best paid chairing roles.”
Multiple board seats are difficult to attain. Only 287 of 1381 directors of ASX 300 companies (20.8%) held more than one position. This is broadly similar with the findings from a 2014 study (19.3%), conducted by OM for ACSI. Women professional directors comprise 48% of the sample group. On average professional NED men hold 2.2 board seats whereas professional NED women hold an average of 2.5 board seats. Professional non-executive directors took $147.3m in fees which was 41.4% of the total NED fee pool (for all ASX 300 directors) of $355.7m.
The study reveals that non-executive directors now comprise 81.2% of all ASX300 directors and of these, a record 93.1% are independent in the ASX100. This is a dramatic change from the 15 year study from 2005-2020 which identified 1,777 ASX300 executive directors, which was 30% of the total director pool of 5,920 over that period.
The practice of non-executive directors losing their independent status by holding options or rights incentives similar to management has reached a record low with just eight 2022 examples in the ASX100 and ASX200.
The dominant reason for directors not being classified independent in 2022 related to substantial shareholder board representation with 88 of the ASX200 companies having such a director on their board.
Ownership Matters co-founder Dean Paatsch said:
“Non-executive directors with options or other leveraged incentives used to be very common 20 years ago but this practice has now pretty much been eliminated in the ASX200, which is a substantial governance achievement for Australian public companies. When NEDs sign-off on incentive schemes for management, they are now overwhelmingly not conflicted by being paid through similar schemes.”
However the lack of alignment between the interests of directors and shareholders remains an issue. Investors broadly support the concept of NEDs having some “skin in the game” through personal investments in ordinary shares which provide alignment with shareholders. Disappointingly, at sample date there was still 50 ASX100, 72 ASX200 and 86 ASX300 NEDs with no skin in the game, meaning they are receiving fees without having bought a single share.
It was notable that almost 50% of ASX 100 directors had purchased less than one year’s worth of board fees.
The study reveals that ASX300 NEDs were paid $355.7 million in 2022 with $193m or 54.2% going to the ASX100 cohort. The average ASX100 NED chair was paid $511,746 in 2022 and the study identified only 15 professional NEDs who are being more than $1 million a year, the highest being the $1.503 million paid to QBE and Medibank chair Mike Wilkins, who also sits on the Scentre Group board.
Whilst Maxine Brenner is the only professional female director to feature in the list of 15 professional NEDs earning more than $1 million, female directors dominate when it comes to sitting on 4 or more ASX300 boards, holding 10 of those 13 portfolios, none of which includes a chair role.
The practice of ASX100 companies conducting a global search to bring in an outsider as their next CEO has also dramatically reduced in 2022 with 10 of the 12 new ASX100 CEO appointments in 2022 being sourced internally.
“A well governed board with a majority of independent directors should aim to develop talent and manage succession from within so this is a positive development, although it is not replicated outside the ASX100 where a majority of CEO appointments are still externally sourced,” Mr Paatsch said.Board composition director pay and skin in the game in the ASX300 2.pdf
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