This study provides an overview of the composition of ASX100, ASX200 and ASX300 company boards, including director roles, independence, gender, remuneration, tenure, age and directors’ shareholdings – their ‘skin in the game’. The focus is on non-executive directors, however some analysis of their executive colleagues is also provided.

Some of the key findings are as follows:

GENDER DIVERSITY

• Across the entire ASX300, female directors now hold a record 36.6% of positions (775 of 2,116). The ASX100 remained steady at 39.8%, with modest growth in the ASX200 and ASX300. Whilst all three categories have been above 30% since 2021, the 40% threshold is still yet to be reached in any cohort;
• Female leadership remains significantly under-represented. Female chairs rose from 34 to 41 (14.2%) of the sample of 289 companies but female CEOs only rose by 1 to 22, remaining stubbornly low at just 7.6%;
• The number of ASX300 companies with all male boards fell from five to three. There were 20 companies that had majority female boards and Woolworths and CSL were the only two companies with 6 female directors;

INDEPENDENT DIRECTORS

• The independent director cohort has never been higher, rising from 93.8% to 94.9% of ASX100 NED directors. It was 82.8% in the ASX200 and fell marginally from 78.5% to 77.2% in the ASX300;
• While there has been a long-term reduction in non-executive directors losing their independent status through holding options or other management-style equity exposures there was a noticeable increase in 2024 (particularly in the ASX300 cohort) and there were 44 instances where companies classify NEDs as independent directors despite them holding options in the company;

OVERBOARDING

• Over-boarding has reduced with only one director (Robert Millner) sitting on five ASX300 boards; John Mullen also remains an outlier as the chair of three ASX100 companies;
• Female directors are more likely to hold multiple roles than their male counterparts – of the 12 NEDs who hold four ASX300 board roles, ten are women, up from 9 of 12 in 2023;
• The 15 highest paid NEDs earning above $1.2 million in cash fees in 2014 were all male with Christine O’Reilly the highest paid female NED ranking 16th on the best paid list with $1.123 million;

MALE DIRECTORS CLEARLY OLDER, SERVE LONGER

• Whilst not all directors disclose their age, the Ownership Matters data captures the age of 64% of the board seats in the sample and on average male NEDs are 4.8 years older than female NEDs across the full sample, a consistent differential over the past 4 years;
• The average age of male ASX100 directors is above 65 for the first time and the overall average age of ASX100 NEDs (male and female) is 63.3 years, which is 6.3 years older than the average age of the ASX100 CEOs they oversee;
• The average tenure for NEDs across the full sample is 5.5 years with male NEDs having served an average 6.3 years and female NEDs 4.4 years;
• There is a clear lack of age diversity on boards with the 60-69 cohort being the largest in all segments of the study with the exception of female directors in the smallest ASX300 cohort where the 50-59 cohort was marginally higher;
• There are at least 6 male directors of ASX300 companies over the age of 80 and no females over 80;

NED PAY EDGING HIGHER

• The 289 sampled companies from across the ASX300 paid their NEDs $394m in 2024, a 6.2% or $23m increase on the $371m paid in 2023. The average ASX100 chair received $535,399, a 2.65% increase on the $521,576 paid in 2023;
• The NED chairs receiving the highest cash fees for a single role were Dominic Barton at Rio Tinto ($1.68m) and Ken MacKenzie at BHP ($1.51m);

NED SKIN IN THE GAME RISING

• Investors broadly support the concept of NEDs having some “skin in the game” through personal investments in ordinary shares which provide alignment with shareholders. At sample date there were 115 NEDs who had been on the board for more than one year who held no shares in the company; and
• After increasing in recent years, the level of skin in the game remained broadly steady in 2024 with 60% of ASX100 directors holding skin in the game in excess of one year’s board fees, 51.4% in the ASX200 and 48.3% in the ASX300. Only 27.6% of ASX100 directors hold skin in the game of more than two years’ fees.