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Contents
Foreword 1
Highlights 2
Our survey approach 6
Board size and composition 7
Board meetings 13
Board evaluation 14
Committees 18
Remuneration 20
Committee remuneration 22
International comparison 24
Board data 28
About Spencer Stuart 32
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 29 years ago in the US, there are now Board
Indexes in 18 countries around the world.

Last year we expanded the sample to include the Bel Mid companies. This year we
have done the same, analysing 53 companies in total. 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 rec-
ommendations 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 govern-
ment-owned companies to have at least one-third of female directors on the board
of directors.

Among the many people who have contributed to this edition of the Belgium Board
Index we are grateful to Brigitte Boone, Eric Boyer and Ajit Shetty for their insights
into some of the corporate governance issues facing boards today.

We hope you find this third, 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.

SPENCER STUART PAGE 1

highlights

Highlights

43.3% This is low compared to other countries such as

Switzerland (88%), Denmark (76%) or the UK (61%).
The only countries in Europe that we survey with
Percentage of independent fewer independent directors are Spain (39%), Russia
directors (35%), and Turkey (33%).

When it comes to the number of foreign board

32.6% members, Belgium boards rank midway along the

spectrum of EMEA countries. Five countries have
more internationally diverse boards: Switzerland
Percentage of foreigners
(62%), the Netherlands (42.7%), Denmark (42%),
among board members Finland (35%), and France (33%).

10.5% Belgium has the highest percentage of female execu-

tive directors across the EMEA region, more than
Percentage of female the Netherlands (9.3%), Italy (8.2%), Sweden (8%),
executive directors on and South Africa (8%).
Belgian board

65.2%
Belgium has the highest percentage of non-executive
directors with a full-time executive role, more than
Denmark (59%), France (49%), and Finland (49%).
This suggests that there is a smaller pool of “portfo-
Percentage of non-
lio” non-execs in the country, with boards looking for
executives with a full-time directors who have current relevant experience in
executive role the market.

PAGE 2 SPENCER STUART

In the spotlight

A director’s view of corporate governance

Brigitte Boone

The role of boards and their effectiveness is under greater scrutiny than
ever before.

The global financial crisis, coupled with several high-profile board failures,
means that collectively and individually board members are both more
visible and more accountable.

In the past, many boards were often seen as mere supervisory bodies
whose role was mainly to check basic compliance. Assessing the perfor-
mance of the organisations under their care tended to be retrospective,
rather than forward thinking. Small wonder then that board memberships
were often regarded as comfortable and prestigious tickets to valuable
networks.

Now, though, it is incontrovertible that effective and high-performing

boards are those that contribute significant added value through the
insight, direction and support they give to management. Of course boards
must review their organisations’ past performance, but that cannot occu-
py most of their time. Crucially, board members must be intimately famil-
iar with trends in their sector to enable them to identify long-term chal-
lenges and set out solid strategy.

The emerging issues for boards in 2016 are diverse and depend on the
nature and maturity of a company: its geographical coverage, sector, and
openness to innovation, for example.

Certainly, technology and digital transformation increasingly occupy stra-

tegic thinking across every part of a business, in terms of both new oppor-
tunities and new threats such as cyber attack. Consequently, rather than
relying on advisors, there is a growing trend of appointing, for example,
digital specialists to boards. Their role is to drive, or in some cases insti-
gate, a coherent digital strategy, as well as being vigilant on cyber risk.

SPENCER STUART PAGE 3

 In the spotlight

It is challenges such as these that mean that boards that want to remain
effective cannot be complacent. Resting on past successes is not
enough — as board members who suddenly find themselves in the
firing line when things do go wrong might attest.

The value of board evaluation

Board members must understand that their
impact on a company — in other words,
how well they do their job — must be
scrutinised regularly. This entails undergo-
ing an intensive evaluation of individual
and collective contributions, as well as
board performance, functioning, composi-
tion, decision-making and analysis of areas
of focus.
An effective board evaluation will be based
on questions and criteria that are relevant
to the board’s current tasks, challenges and
objectives. Boards and companies are
extremely diverse, and the manner of
performance evaluation should be relevant
for the company and its approach to govern-
ance. It is essential that all board members
be committed to the process.

Prior to such an evaluation, directors must Opportunities can be squandered if the

understand fully the scope of their key
responsibilities and their respective roles
within the board. The board should draft a
statement of purpose that defines objec-
tives, roles, responsibilities and internal
procedure. It is indeed frustrating to be
criticised for not doing something that one
didn’t know one was supposed to do.
board evaluation process is perceived as a
formality or if the questions are irrelevant.
For the evaluation to be effective, rapid
follow-up is critical. This demands that the
board responds to the process quickly rather
than letting it slide, and develops a plan to
address points for improvement. How such
a plan is implemented is key.

It is essential that boards recognise that a board can no longer be a club

of friends drawn from the same network as the CEO. An effective board
is diverse in terms of background, experience, expertise, gender, person-
ality and opinion. Nor can its composition be static: it must adapt to
changing challenges and issues. Diversity must be well managed, how-
ever — a diverse but poorly managed board can become disruptive if,
for example, issues of trust or poor communication arise.

PAGE 4 SPENCER STUART

As far as complying with the 30% quota for female board members by
2017 is concerned, some companies argue that they are unable to find
high-calibre candidates. This kind of stance reflects the fact that such
companies want to limit themselves to their network, or to a small
group of “big-name” women who already hold a number of director-
ships. Such unwillingness to consider other valuable female candidates
who are board-ready ignores the many databases that have been created
which identify such women at both national and international level.

The traditional oversight role of the board is evolving fast, diverting

more time to implementing strategy. Board members cannot expect to
coast. They must keep their knowledge of market trends, opportunities
and risks up to date. This can be achieved through targeted presenta-
tions, and individual directors should also be encouraged to raise per-
sonal development needs.

However, a board of high-quality individuals is not a high-quality board

unless the directors can work as a group. A prerequisite is a well-pre-
pared agenda and good time management. But a successful board
dynamic also demands an excellent chairman, one who values the opin-
ions of all members and ensures that all can contribute in an atmos-
phere of mutual respect and trust. Constructive dissent, where all are
free to speak up without recrimination, is a healthy thing.

Brigitte Boone obtained a masters degree in law as well as in economic law.

She is an alumna from INSEAD (AMP) and Harvard Business School.
Between 1985 and 2009, Brigitte Boone held various positions at Generale
Bank, which subsequently merged with Fortis Bank. Currently, Brigitte
Boone is managing director at 2B projects. She is also a non-executive direc-
tor at Amonis OFP, Studio 100, Plopsaland, DS Textiles, Gabecon, Gimv,
Imec, I-minds and BTC.

SPENCER STUART PAGE 5

our survey approach

Our survey approach

The 2015 Belgium Board Index covers all 53 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, 2014) published in annual reports, and board composition
data is taken from 30 June, 2015. We have analysed each index separately and also
provide averages for both indices combined.

We refer back to historical data published in the Belgium Board Index of the last
two years.

Where relevant, we have compared Belgian boards with their counterparts in other
European countries. We have also included a chart showing how boards in Europe,
South Africa and the US compare on a wide range of data (see pages 24–27).

The tables that appear in the back of this Belgium Board Index contain detailed
information on each company. The source of the data is the company’s latest
published annual report.

PAGE 6 SPENCER STUART

Board size and composition

Board size
The average board size for the Bel20 companies in 2015 is 12.6, slightly higher than
last year (12.3). The vast majority of Bel20 boards (75%) have between nine and 14
members.

The average board size of Bel Mid companies is smaller at 8.9 members (9.1 in
2014). 76% of boards have 11 or fewer members. The average board size for both
indexes combined is 10.2.

table 1
Board sizes for Bel20 and Bel Mid companies

Bel20 (%) Bel Mid (%)

2014 2013 2012 2014 2013 2012

8 or fewer 5 10 10 52 49 49
9–11 35 35 40 24 31 34
12–14 40 35 30 21 17 14
15 or more 20 20 20 3 3 3

the broader view: Board size

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK USA

10.3 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 9.8 10.4 10.8

“The Broader View” compares key statistics averaged across in 16 countries worldwide. All data is sourced from the most recent
Spencer Stuart Board Index covering that country.

SPENCER STUART PAGE 7

board size and composition

Executive directors
Executive directors account for 15.9% of all board members (excluding chairmen)
across both indices. They account for 20% of Bel Mid boards (an average of 1.6
executive directors per board) and 10.8% of Bel20 boards (an average of 1.3
per board).

The CEO is a member of the board in 89% of the companies, while the CFO is a
member of the board in 15% of companies.

The roles of chairman and chief executive

The Belgian Code of Corporate Governance recommends that the roles of chair-
man and CEO should be separated. Most companies follow this rule, with Colruyt
and Engie being the only exceptions in the Bel20 and Econocom and the National
Bank the only exceptions in the Bel Mid.

12% 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% of companies across both indices (80%
in the Bel20 and 94% in the Bel Mid).

Independence
44% of all Bel20 directors and 46% of all Bel Mid directors (excluding chairmen)
are considered independent. This is a rise from 41% and 40% last year respectively.

If we look only at non-executive directors the numbers rise to 50% in the Bel20 and
57% in the Bel Mid.

The proportion of independent chairmen has declined: 35% of the Bel20 chairmen
are independent, down from 40% last year; 31% of Bel Mid chairmen are inde-
pendent, down from 37% last year.

PAGE 8 SPENCER STUART

The proportion of independent directors is significantly higher among women on
boards: 71% of female directors in the Bel 20 and 74% of female directors in the
Bel Mid are considered independent. For the Bel 20 this is comparable to last year
(70%). However, for the Bel Mid this is a significant increase from 56% last year.
Nevertheless, men still dominate the ranks of executive directors and shareholder
representatives.

the broader view: Independent directors

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK USA

43.3% 88.3% 58% 60% 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 33% 60.9% 84%

Women directors
The Belgian law of 28 July 2011 requires boards to ensure that one-third of their
directors are women by 2017.

The average for the two indexes combined was 24.6% in 2014, up from
17.9% in 2013.

Since 2011, the number of women on Bel20 boards has risen by eight percentage
points, up to 28.9% in December 2014. By June 2015 it had dropped slightly
to 28.3%.

For Bel Mid companies, the proportion of women on boards has risen from 21.2%
in 2014 to 23.3% in June 2015.

In 2014, all Bel20 companies had at least one woman on the board. 18.2% of Bel
Mid companies did not have a single woman on the board. The number of compa-
nies with one-third or more female directors has doubled to six in the Bel20
(Bpost, Delhaize, Elia, Engie, Proximus, and UCB). In the BelMid, six companies
have one-third or more female directors (Aedifica, GIMV, IBA, Melexis, Tessenderlo,
and WDP). Three companies, Engie, Melexis, and Proximus, exceed the target by a
long way, each with 50% or more women on the board.

SPENCER STUART PAGE 9

board size and composition

Across the two indices, only 11% of executive directors are women. Of the eight
new female executive directors appointed, only two were women.

the broader view: Women on boards

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK USA

24.2% 19% 34.3% - 22.4% 21.6% 23% 30% 42% 25% 7.3% 20.9% 14% 9.5% 23% 19.8%

Foreign directors
Across both Bel20 and Bel Mid indices, 29.1% of directors are foreigners. We
labeled as foreign any directors with a nationality different from that of the compa-
ny’s primary listing. The primary listing for all companies is in Belgium except
Delta Lloyd (the Netherlands), Engie (France), and RTL (Luxembourg).

In 2014, 30% of Bel20 directors were foreign, slightly less than the previous year
(31.5%). 20% of the companies (Anheuser-Busch Inbev, Telenet, Solvay, and
Umicore) have 50% or more foreign directors.

In the Bel Mid companies 28.2% of directors were foreign in 2014, significantly
more than in 2013 (22.7%). 27% of the companies (Ablynx, BHF Kleinwort,
Econocom, Euronav, Galapagos, Intervest, Mobistar, Nyrstar, and RTL) 50% or
more foreign directors.

The international orientation of Belgian companies is borne out by the consistently

high level of foreign representation among chairmen and CEOs: 20% of the Bel20
companies have a non-Belgian chairman and 35% have a non-Belgian CEO. For Bel
Mid companies, the percentages are even higher at 27.3 and 42.4 respectively.

Belgian listed companies have on average 3.1 different nationalities sitting on the
board (including Belgians). Bel Mid companies are slightly less diverse, with an
average of 2.7 different nationalities represented, compared with 3.8 on the boards
of Bel20 companies. Among Bel20 companies, two boards stand out: Solvay has
eight nationalities among its members and Anheuser-Busch seven. In the Bel Mid,
the board of Euronav has seven nationalities present.

PAGE 10 SPENCER STUART

Across the two indices, 32% of executive directors are foreign (28% in the Bel20
and 34% in the Bel Mid). Of the eight new executive directors appointed, three
were foreign.

the broader view: Foreign directors

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK USA

32.6% 62% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 15% 32.1% -

New directors
Belgian boards appointed a total of 66 new directors during the period of our
survey. Of these new directors, 45% are female and 44% are foreign.

Average age of board members

Executive and non-executive directors have an average age of 54.4 and 57.7 respec-
tively (54.3 and 56.7 in the Bel20 companies and 54.5 and 58.4 in Bel Mid
companies).

The average age of chairmen is 62.8 years (62.1 for Bel20 companies and 63.2 for
Bel Mid companies). The average age of CEOs is 54 (55 for Bel20 companies and
53.8 for Bel Mid companies).

40% of companies have a mandatory retirement age for non-executive directors.

Of these companies, 68% set the mandatory retirement age at 70.

Length of service
The average length of service of non-executive directors is 5.4 years.

The tenure of chairmen stands at 5.3 years. 36.5% of chairmen have been in their
posts for three years or less.

The average tenure for chief executives is 6.4 years and for finance directors, where
they are a member of the board, it is three years.

SPENCER STUART PAGE 11

board size and composition

The independence criteria for Belgian board members stipulate that in order to
qualify as independent, a director cannot have served for more than three consecu-
tive terms or 12 years on the same board. Four companies also impose a limit of 12
years for non-independent non-executive directors.

Director commitments
62% of chairmen hold other quoted directorships: 38% have one other director-
ship and 13% have two. 11.5% of chairman hold three or four other quoted director-
ships. 38% of CEOs who are board members have one or more external
directorships.

PAGE 12 SPENCER STUART

Board meetings

Compared with other countries, an unusually high percentage of Belgian boards

have more than 12 board meetings.

table 2
Board meetings per year

<5 5 6 7 8 9 10 11 12 >12

Percentage of companies 11.5 7.7 13.5 9.6 7.7 15.4 7.7 1.9 7.7 17.3

This analysis is based on scheduled meetings; of course, some companies held

more meetings on an ad-hoc basis, either in person or by telephone or video,
prompted by a particular corporate activity or a crisis. Some companies held up to
three times as many meetings as were originally scheduled.

the broader view: Board meetings

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE ESP TUR UK

9.5 9.9 9 6.5 11.1 8.5 11.4 11.7 12.6 10.9 10.7 20 7.6

SPENCER STUART PAGE 13

board evaluation

Board evaluation

A regular evaluation of board performance and effectiveness has become best

practice internationally. The Belgian Code of Corporate Governance recommends
companies do a board evaluation every two or three years. 64% of companies
performed a board evaluation in the past year. When we break down the numbers
per index it is 65% of the Bel20 and 64% of the BelMid. However, only one of
these evaluations appears to be facilitated by an external partner. In many coun-
tries, annual board evaluation has become standard practice, with an external
facilitator involved every three years.

PAGE 14 SPENCER STUART

In the spotlight

Reflections on the board: Q&A with Eric Boyer and Ajit Shetty
What are the governance issues that will keep board members up at
night in 2016?
Eric Boyer (EB): The world is unpredictable, with a complex cocktail of
geo-political and economic issues. Since strategy is an important board
responsibility, challenging management on choices and assessing risks
will certainly be on their minds.

Ajit Shetty (AS): Really, for me, it’s two sides of one coin: opportuni-
ties/risks. So that’s asking if the right opportunity strategy and the right
people are in place. But it’s also about identifying risks such as safety,
cyber security, or activism, or social media campaigns — and whether a
risk mitigation programme is set up.

What will be the biggest change that boards will have to make in the
next three to five years?
EB: They will have to ensure smooth implementation of mandatory diver-
sity, as well as mastering an ever more regulated business environment.

AS: Bringing more diversity on to the board; and also by more actively
reviewing strategy and risk profile. You can’t be a passive partici-
pant anymore.

Listed companies have until 2017 to reach the quota of 33% women on
their boards. Last year we reported that only 17.9% of Bel20 and
BelMid directors were women. Why has progress been so slow? What
can companies do to reach the quota?
EB: It’s always difficult to challenge the status quo! The obstacle is proba-
bly a combination of cultural factors and availability of candidates with an
adequate profile. Actually, the bar may be set wrongly precisely as a result
of cultural factors.

AS: Men have been slow to take a leadership role, and women are only
just breaking through the glass ceiling. Succession planning should factor
in women candidates, thus building a pipeline for future female leaders.

SPENCER STUART PAGE 15

 In the spotlight

What five key elements make for a successful board dynamic?

EB:
1. Not having too many people around the table;
2. Diversity of genders, competences and backgrounds;
3. Making clear, relevant documents available in a timely fashion;
4. Open, transparent discussions;
5. Internal education sessions on critical business issues.

AS:
1. Company interests come first;
2. A transparent, energised culture;
3. The board functions as an effective team with both CEO and line management;
4. Diverse functional, technical and geographic expertise;
5. Profound business knowledge.

What has been your experience with board evaluation? What does an effective
board evaluation look like?
EB: Board evaluation is very constructive: it’s key for improving how boards func-
tion, as well as the quality of decision-making. It should examine board composi-
tion, expertise and dynamics, as well as individual performances.

AS: Board evaluations do not happen frequently enough. But an effective evalua-
tion should examine strategy and how it is implemented, and risk and crisis man-
agement. It should also look at how company performance is monitored, as well
as management evaluation, compensation and succession planning. It should
then turn to board dynamics and board succession and composition.

When should a board appoint a subject expert as a director, rather than using
an external advisor?
EB: Whenever a subject is a permanent or specialised issue or something that is
critical for a company. Then it’s useful to have an “expert” director to ensure that
board and management are each discussing on a level playing field in terms of
knowledge.

PAGE 16 SPENCER STUART

AS: By and large, boards should already include people with relevant skills and
experience. A subject expert is generally one-dimensional and serves better as an
advisor in most cases, although a directorship should be considered if appropriate.

If you could find more time on the board agenda for one thing, what would it
be and why?
EB: On-site visits and meeting junior management. This deepens company under-
standing beyond reports and senior management comments.

AS: For me it would be having more time to return to opportunity/risk assessment

— it’s so important.

Eric Boyer holds a Masters degree in Commercial Engineering and an MBA from
Wharton Business School. He held various executive roles in the banking sector, and
served until 2011 as Vice Chairman ING Bank N.V. Today he is Chairman of the board
of ING Belgium and board member of ING Group. Eric is well versed in leading the
strategic discourse in and outside the boardroom.

Ajit Shetty holds a PhD in Metallurgy from Trinity College, Cambridge and an MBA
from Carnegie Mellon University. Between 1999 and 2011, Ajit held several executive
positions within Johnson & Johnson, including Chairman and Managing Director of
Janssen Pharmaceutica Belgium and Member, Worldwide Operating Committee,
Johnson & Johnson. Ajit holds various board positions with companies and organisations
including Soudal, MCB-Forum, GS1 (a Global Standards organisation), the Board of
Trustees of Carnegie Mellon University and the Corporate Advisory Board of the Johns
Hopkins Carey Business School.

SPENCER STUART PAGE 17

committees

Committees

Bel20 companies have on average 2.9 committees, compared with 2.7 last year. For
the Bel Mid companies this number remains the same as last year, slightly lower
than the Bel20 at 2.5.

75% of committees in both indices have either three or four members.

Audit committee
All companies in both indices have an audit committee as this is mandatory by law.
7.5% of all companies combine their audit and risk committees.

The audit committees in the Bel20 have 3.8 members on average; 67.5% of audit
committee members are independent. This is in line with the 2009 Corporate
Governance code, which states that “at least a majority of the audit committee’s
members should be independent”. Although 30% of the audit committee members
are women, only 10% of the Bel20 companies have a female audit committee chair.

The audit committees in the Bel Mid have 3.3 members on average; 68.8% of audit
committee members are independent. 16% of the audit committee members are
women and 13% of audit committees in the Bel Mid have a female chair.

The executive committee

We examined the gender diversity of Bel20 and 53 ExCo members are women — 16.3% compared
BelMid executive committees and were able to with 24.6% of non-executive directors. This
extract data on 51 of these. The executive commit- demonstrates that the pipeline for new female
tee (ExCo) is the senior executive team of a com- board directors among senior executives is thin.
pany and therefore among the most common
sources of potential new non-executive directors 105 ExCo members are foreign, 32.3% of all ExCo
for quoted companies. members. This is a high percentage compared
with other countries.
There are 325 ExCo members in total. This gives
an average ExCo size of 6.4. ExCos in the Bel20
are larger than those in the BelMid, with averages
of 6.8 and 6 respectively.

PAGE 18 SPENCER STUART

Remuneration committee
All Bel20 companies have a remuneration committee, either separate (45%) or
combined with the nomination committee (55%).

All but one Bel Mid company have a remuneration committee. 70% of Bel Mid
companies combine the remuneration committee with the nomination committee
and 27% have a separate remuneration committee.

The remuneration committees in the Bel20 have 3.7 members on average, 69.8%
of whom are independent. 31.5% of the audit committee members are women and
15% of remuneration committees in the Bel20 have a female chair.

The remuneration committees in the Bel Mid have on average 3.3 members, 71%
of whom are independent. 16.2% of the remuneration committee members are
women and 3.7% of remuneration committees in the Bel Mid have a female chair.

Nomination committee
20% of the Bel20 companies do not have a nomination committee. For these
companies the duties of the nomination committee are either designated to the
corporate governance committee or to the full board. 55% of the Bel20 companies
combine the nomination committee with the remuneration committee and 25%
have a separate nomination committee.

15% of the Bel Mid companies do not have a nomination committee. 70% of the
companies combine the nomination and remuneration committees and 15% have
a separate nomination committee.

The nomination committees in the Bel20 have on average 4.1 members, 60% of
whom are independent. 27.3% of the nomination committee members are women
and 18.8% of nomination committees in the Bel 20 have a female chair.

The nomination committees in the Bel Mid have on average 3.6 members, 66.7%
of whom are independent. 16.3% of the nomination committee members are
women and 3.7% of nomination committees in the Bel Mid have a female chair.

Strategy committees
20% of the Bel20 boards and 18% of the Bel Mid boards have a strategy committee.

SPENCER STUART PAGE 19

remuneration

Remuneration

Chairmen
Among companies that disclosed details about remuneration, 63.5% paid the
chairman only a fixed fee and 27% paid both a fixed fee and attendance fees. 9.5%
of companies did not award remuneration to the chairman. In these cases, either
the chairman is also CEO and doesn’t receive additional remuneration for the
chairmanship or the chairman is acting with a mandate for one of the major
shareholders.

The average fixed fee for chairmen is €117 665 in a range from €4 000 to €500 000
with a median of €88 620. The average attendance fee for chairmen is €3 543 per
meeting.

The average fixed fee for chairmen in the Bel20 is €164 823, very similar to last year
(€164 230). The average fixed fee for chairmen in the Bel Mid is markedly lower at
€84 480, slightly down from last year (€88 542).

table 3
Board sizes for Bel20 and Bel Mid companies

Bel20 (%) Bel Mid (%)

Less than €49 999 3 10

€50 000–€99 999 5 6
€100 000–€199 999 3 8
€200 000–€299 999 6 3
More than €300 000 2 0

Note: One Bel20 chairman and five Bel Mid chairmen do not receive any fixed remuneration.
One Bel Mid company did not disclose remuneration details.

PAGE 20 SPENCER STUART

Deputy chairmen
There are 15 companies with a deputy chairman. 40% 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. Two of the companies award deputy chairmen higher at-
tendance fees. One of the companies did not disclose detailed remuneration
information.

Non-executive directors
Among companies that disclosed details about remuneration, 42% paid the board
members only a fixed fee, 8% paid only an attendance fee, and 44% paid both.

The average fixed fee for all companies is €32 646. The average attendance fee is
€3 322 per meeting, a 15% increase from last year (€ 2 867 per meeting).

Fixed fees for non-executive directors in the Bel20 are rising. In 2014 the average
was €41 951, up 5% from the previous year (€39 898) and 13% from the year before.
The average fixed fee for non-executive directors in the Bel Mid is €25 753, down 8%
from last year (€27 938).

SPENCER STUART PAGE 21

committee remuneration

Committee remuneration

Audit committee
Of the companies that disclose detailed remuneration information, 37% paid the
audit committee chairman only a fixed fee, 27% only attendance fees, and 20%
paid both. 16% of companies do not pay the audit committee chairman an addi-
tional fee.

In total, 57% of companies pay their audit committee chairman a fixed fee. This
fixed fee averages €16 542, down from €20 305 last year. 47% of the companies pay
the chairman an attendance fee. This fee averages €4 870, more than double last
year (€2 331).

Of the audit committee members, 31% are paid only a fixed fee, 35% only attend-
ance fees, and 17% both. 17% of companies do not pay a fee for audit committee
membership.

48% of companies pay their audit committee members a fixed fee. This fixed fee
averages €9 660. 52% pay audit committee members attendance fees. These fees
average €3 850.

Remuneration committee
Of the companies that disclose detailed remuneration information, 29% paid the
remuneration committee chairman only a fixed fee, 33% only attendance fees, and
15% paid both. 23% of companies do not pay the remuneration committee chair-
man an additional fee.

In total, 44% of companies pay their remuneration committee chairman a fixed fee.
This fixed fee averages €11 033, up from €10 141 last year. 48% of the companies pay
the chairman an attendance fee. This fee averages €3 840, almost double last year
(€2 088).

PAGE 22 SPENCER STUART

Of the remuneration committee members, 29% are paid only a fixed fee, 37% only
attendance fees, and 13% both. 21% of companies do not pay a fee for remunera-
tion committee membership.

42% of companies pay their remuneration committee members a fixed fee. This
fixed fee averages €8 242. 50% pay remuneration committee members attendance
fees. These fees average €2 485.

Nomination committee
Of the companies that disclose detailed remuneration information, 33% paid the
nomination committee chairman only a fixed fee, 28% only attendance fees, and
16% paid both. 23% of companies do not pay the nomination committee chairman
an additional fee.

In total, 49% of companies pay their nomination committee chairman a fixed fee.
This fixed fee averages €12 012, up from €10 892 last year. 44% of the companies
pay the chairman an attendance fee. This fee averages €2 794, up from €2 052
last year.

Of the nomination committee members, 29% are paid only a fixed fee, 32% only
attendance fees, and 14% both. 25% of companies do not pay a fee for nomination
committee membership.

43% of companies pay their nomination committee members a fixed fee. This fixed
fee averages €7 944, up from €7 539 last year. 61% pay nomination committee
members attendance fees. These fees average € 2 262, up from €1 694 last year.

SPENCER STUART PAGE 23

international comparison

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 28), we are publishing a chart comparing aggregated data from 16 countries
(pages 26–27).

All data is taken from individual country Board Indexes published by Spencer
Stuart in 2015.

Composition information
BELGIUM BeL20 + BelMid
FRANCE CAC40
GERMANY DAX30
ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)
NETHERLANDS AEX
Denmark OMX Copenhagen
Finland OMX Helsinki
NORDICS
Norway Oslo Stock Exchange
Sweden OMX Stockholm
RUSSIA Top 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

PAGE 24 SPENCER STUART

Notes for international comparison table
General
N/A = Not applicable
A blank cell denotes that either the information is not available or we did not include it in our research
Fees for committee membership are based on those boards which provide a separate breakdown. We exclude fees
where committees are combined, for example NomCo and RemCo in the Nordics.

France Sweden
1 Only includes new directors appointed after the 16 Includes 2 exec chairmen
2015 AGM 17 Excluding non-execs holding academic or govern-
2 Total average remuneration ment posts

Germany
3 According to goals regarding the portion of
independent shareholder representatives
4 Shareholder representatives only
5 Chairperson only
6 Total average remuneration is 132 896 Euros.
Half of the DAX companies offer directors
equity-linked performance-related pay
7 Only 3 companies have a remuneration commit-
tee
Netherlands
8 Excludes Luxembourg-based ArcelorMittal which
is a statistical outlier. Its ExCo has 29 members,
none of whom are from Luxembourg
Finland
9 Excluding non-execs holding academic or govern-
ment posts
10 Only 3 executive directors
11 Figures based on meeting fees multiplied by the
number of meetings
Norway
12 Excluding Olav Thon Eiendomsselskap ASA
13 Only 4 executive directors, including 2 exec
chairmen
14 Only 4 executives in total
15 Excluding non-execs holding academic or govern-
ment posts
Russia
18 In-person meetings only. The average number of
meetings in total, including absentee votes, is 21
19 Female executive directors as a percentage of all
directors
20 9.5% if two companies listed outside Russia are
included
Switzerland
21 Only includes cash element of fees. 15 compa-
nies also pay directors in shares
Turkey
22 18% excl chairmen
UK
23 TUI AG has a supervisory board
USA
24 98% of S&P 500 boards conduct some type of
evaluation; 33% conduct an evaluation on the
full board, committes & directors — not possible
to confirm what percentage are conducted
externally
25 Independent directors only
26 Top 200 S&P 500 companies only
27 CEOs only. On most US boards, the CEO is the
only executive director
28 Average for all committees when paid the same
amount

SPENCER STUART PAGE 25

international comparison

NETHER-
BELGIUM FRANCE GERMANY ITALY LANDS

Size of sample 53 40 30 100 25

General information

Supervisory board /unitary board of directors 1/52 4/36 30/0 3/97 18/7
Average number of board meetings per year 9.5 9 6.5 11.1 8.5
% companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28%
Combined chairman and CEO 7.5% 62.5% 0 22% 4%
% boards with SID, lead director or equivalent 0% 70% 0 43% 60%
Average board size (total) 10.3 14.3 16.2 11.9 10.7
Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a
Average number of independent board members 4.4 8.4 n/a 5.8 7.2
Board

Percentage of independent board members 43.3% 58% 60% 3

49.2% 66.8%
Average number of non-executive directors 7.8 11.2 7.34 9.3 6.9
Average number of executive directors 1.6 1.2 0.0 2.6 3
Average age: all directors 56.9 59.7 - 58.9 58.7
Age

Average age: non-executive directors 57.4 60.9 61.44 59.0 61.3

Average age: executive directors 54.1 58.4 n/a 58.5 52
Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7%
Percentage of foreign non-executive directors 33% 37% 18.1% 9% 45.8%
Foreign

Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3%

Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4
Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6%
Percentage of female non-executive directors 26.7% 37% 24.9% 26.2% 26.4%
Gender

Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3%

Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80%
Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8%
members
New

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3%
Percentage of non-nationals among new board members 50% 47%1 20% 10.2% 44.1%
Average number of boards per director (total) 1.9 2.1 35 3.5 2.1
boards
Other

Average number of foreign boards per director 31.4% 71% n/a 56.8% 30.7%
Percentage of executive directors with an outside board 65.2% 49% 37.9%4 n/a 30.6%
Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0%
limits
age

Average mandatory retirement age 70.1 72.4 73 72 70

Average retainer for non-executive directors €32 646 €72 608 2
€70 000 6
€43 000 €64 383
Remuneration

Average fee for audit committee membership €22 513 €18 460 €34 500 €17 000 €11 551
Average fee for remuneration committee membership €32 834 €13 997 -7
€10 000 €7 710
Average compensation for nomination committee membership €12 016 €15 106 €23 250 €13 000 €6 972
Average board size of ExCo 6.3 12.5 - 5.48 7.1
ExCom

Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6% 8

47.4%
Percentage of women on ExCo 16.1% 11.6% - 8.6%8 12.9%

PAGE 26 SPENCER STUART

 NORDICS SWITZER-
SOUTH
Denmark Finland Norway Sweden RUSSIA AFRICA SPAIN LAND TURKEY UK USA

25 25 2512 50 47 79 95 20 30 150 486

25/0 1/24 0/25 1/49 4/43 0/79 0/95 0/20 0/30 1/14923 0/486
9.3 10.6 10.9 9.4 6.818 6.1 10.7 9.9 20 7.6 8.1
17% 0% 0% 11% 8.5% 17.7% 15% 5% - 44% -24
0% 0% 0% 0% 0% 5.1% 57% 0% 7% 1.3% 52%
0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89%
9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8
7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a
4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1
76% 84% 80% 62% 35% 58.1% 39% 88.3% 33% 60.5% 84%
6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 -
0.0 0.110
0.2 13
0.716
1.6 2.9 1.9 0.45 1.1 2.7 -
57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -
57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.125
n/a 55 59.3 53.9 49.5 52.5 n/a 58.7 54.9 52.6 -
42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -
42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2%26
n/a 0% 50% 14% 2.6% 14.6% 4% 66.7% 0.4% 23% -
3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 -
23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8%
23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -
n/a 0% 0% 8% 6% 19
8% 3% 0% 0.7% 7.9% -
88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3%
15% 15% 21% 9% 20.2% 9.6% 14% 11.7% 16% 14.4% 7.1%25
31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%25
50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%25
2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.125
n/a 33% 25% 59% 16.7% 27% 10% 22.2% 24% 28.4% 43%27
59% 49%9 56%15 44%17 9% 36.1% n/a 46.9% 16%22 36.5% -
68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73%
70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1
€47 835 €52 644 €35 319 €49 032 €144 104 €26 830 €67 686 €127 346 21
€51 450 €80 874 $91 857
€19 728 €4 53311 €9 063 €11 460 - €9 253 €25 118 €35 28821 - €16 669 $10 178
€15 458 €3 573 11
€6 486 €7 319 - €7 129 - €25 839 21
- €14 387 $9 646
€11 443 €1 62011 €2 532 n/a - €5 689 €21 094 €25 03521 - €9 484 $7 31128
7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -
32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% -
10% 15% 20% 22% 11.3%20 13.5% - 6.4% 9.8% 17.3% -

SPENCER STUART PAGE 27

Board data
Number of directors Age
Ind. non- Vice Non- Mandatory
Total Women Foreign Executive executive chairmen Chairman CEO executives Executives retirement?

ACKERMANS & 9 1 2 1 3 0 65.0 64.0 51.8 64.0 70

VAN HAAREN NV

ABLYNX 7 2 7 1 6 0 71.0 60.0 64.3 60.0 No

AEDIFICA 10 4 0 2 5 0 62.0 49.0 61.8 45.5 75

AGEAS 13 3 6 3 8 1 72.0 58.0 60.7 55.0 No

AGFA GEVAERT 7 2 2 1 4 0 71.0 60.0 63.2 60.0 No

ANHEUSER-BUSCH 14 2 10 0 3 0 50.0 N/A 54.7 N/A 70

INBEV SA

ASCENCIO 8 1 0 0 4 0 49.0 54.0 55.3 N/A No

BANQUE NATIONALE 18 3 0 7 0 1 64.0 N/A 57.1 52.1 No

DE BELGIQUE (BNB)

BARCO 10 2 2 1 7 0 55.0 67.0 58.1 67.0 No

BEFIMMO SCA 11 3 0 1 5 0 62.0 58.0 57.9 58.0 No

BEKAERT SA 14 2 6 1 4 0 60.0 54.0 59.4 54.0 69

BHF KLEINWORT 6 1 6 1 2 0 63.0 52.0 53.6 52.0 No

BENSON

BOIS SAUVAGE 7 1 1 1 4 1 56.0 56.0 52.8 56.0 70

BPOST SA/NV 12 4 2 1 5 0 68.0 56.0 58.2 56.0 No

CFE 13 1 2 2 4 0 73.0 55.5 58.5 55.5 70

COFINIMMO SA 13 3 1 4 6 0 64.0 62.0 56.6 51.5 No

COLRUYT SA 9 1 0 2 2 0 57.0 57.0 54.2 55.5 No

DELHAIZE GROUP 11 4 6 0 8 0 63.0 N/A 58.0 N/A 72

DELTA LLOYD NV 7 2 2 0 6 1 68.0 N/A 60.3 N/A No

D'IETEREN NV 11 2 1 1 3 2 73.0 50.0 53.6 50.0 75

ECONOCOM 11 1 10 3 2 0 72.0 N/A 60.0 59.0 No

ELIA 13 5 1 0 6 2 59.0 N/A 54.8 N/A No

ENGIE 19 11 4 1 8 1 66.0 N/A 56.9 57.0 No

EURONAV 12 1 9 1 5 1 57.0 55.0 49.6 55.0 No

EVS BROADCAST 6 1 0 2 3 0 55.0 43.0 57.5 49.0 No

EQUIPMENT

EXMAR 10 3 2 2 3 0 70.0 57.0 52.1 56.5 No

FAGRON 6 1 4 2 3 0 69.0 54.0 60.0 51.5 No

FLUXYS 12 0 2 1 N/A 1 62.0 66.0 62.6 66.0 N/A

GALAPAGOS 6 1 5 1 3 0 54.0 55.0 52.0 55.0 No

PAGE 28 SPENCER STUART

 Executive
Tenure committee Compensation
Vice Vice Non- Non- LTI/
Non- Chairman Chairman chairman chairman executive executive Stock
Chairman executive Members Foreign Women Committees retainer attendance retainer attendance retainer attendance options

4.1 12.3 7 0 0 2 60 000 2 500 N/A N/A 30 000 2 500 No

1.6 2.5 8 4 1 3 100 000 0 N/A N/A 30 000 0 No

0.7 5.3 2 0 0 3 13 600 850 N/A N/A 11 330 850 No

6.3 3.8 3 1 0 4 90 000 2 500 N/A N/A 45 000 2 000 No

7.2 4.5 5 1 0 2 180 000 0 N/A N/A 50 000 2 500 No

0.2 5.4 10 9 1 4 150 000 1 500 N/A N/A 75 000 1 500 Yes

4.0 6.1 3 0 2 2 15 000 1 000 N/A N/A 5 000 1 000 No

0.3 6.5 8 0 1 4 0 0 N/A N/A 0 515 No

0.4 5.2 10 1 0 3 205 000 0 N/A N/A 20 500 2 550 No

12.4 4.9 5 1 3 2 50 000 3 750 N/A N/A 20 000 2 500 No

1.1 12.3 8 1 0 3 250 000 0 N/A N/A 42 000 4 200 No

0.2 1.3 4 3 1 2 150 000 0 N/A N/A 75 000 0 No

4.0 2.4 1 0 0 2 9 500 0 N/A N/A 5 000 0 Yes

1.0 3.8 5 0 0 3 39 221 0 N/A N/A 19 611 0 No

5.1 4.7 N/A N/A N/A 2 100 000 0 N/A N/A 20 000 2 000 No

4.2 6.3 4 2 1 2 100 000 0 N/A N/A 20 000 2 500 No

21.4 9.2 11 0 0 2 270 000 0 N/A N/A 90 000 0 No

3.1 4.7 5 4 0 3 200 000 0 N/A N/A 80 000 0 No

1.4 3.3 4 0 0 4 75 000 0 60 000 N/A 50 000 0 No

10.1 8.4 4 0 1 3 430 910 0 116 801 N/A 70 000 0 No

33.4 9.8 5 5 0 2 0 0 N/A N/A 0 3 000 No

1.1 4.3 6 0 2 3 37 500 0 30 000 N/A 25 000 0 No

6.9 3.8 11 3 3 4 0 0 N/A N/A 15 000 50 000 No

0.9 4.9 4 2 0 4 160 000 10 000 60 000 10 000 0 0 No

5.0 3.6 6 1 3 3 4 000 1 000 N/A N/A 4 000 750 No

9.8 5.6 7 1 0 2 100 000 0 N/A N/A 50 000 0 No

7.7 5.1 8 6 1 2 50 000 0 N/A N/A 25 000 0 No

N/A N/A 4 2 0 0 N/A N/A 0 0 No

10.7 5.9 4 3 0 2 £50 000 0 N/A N/A 30 000 0 Yes

SPENCER STUART PAGE 29

Board data
Number of directors Age
Ind. non- Vice Non- Mandatory
Total Women Foreign Executive executive chairmen Chairman CEO executives Executives retirement?

GIMV 12 4 1 1 3 0 59.0 46.0 57.6 46.0 65

GROUPE BRUXELLES 18 5 7 2 4 2 63.0 48.5 59.2 48.5 72

LAMBERT SA

IBA 9 3 2 2 4 0 53.0 47.0 56.2 55.7 No

INTERVEST 7 0 5 1 2 0 70.0 49.0 59.8 49.0 70

KBC GROUP NV 18 4 2 3 2 1 54.0 49.0 55.3 50.7 70

KINEPOLIS 8 2 1 2 5 0 55.0 56.5 56.7 56.5 70

LOTUS BAKERIES 10 3 0 2 4 0 69.0 48.0 53.4 48.0 70

MELEXIS 6 3 1 1 3 1 68.0 53.0 61.0 53.0 No

MOBISTAR 12 3 6 1 4 0 70.0 53.0 58.6 53.0 No

NYRSTAR 7 1 5 0 4 0 71.0 N/A 66.8 N/A No

ONTEX 7 1 4 3 2 0 60.0 53.0 55.0 53.0 No

PROXIMUS 14 7 1 1 7 0 63.0 50.0 59.0 50.0 70

RTL GROUP 12 1 11 3 3 1 49.0 55.0 59.2 52.3 No

SIPEF 9 2 2 1 2 0 72.0 54.0 60.8 54.0 70

SOFINA 12 2 6 1 6 1 64.0 50.0 58.0 57.0 70

SOLVAY SA 15 5 9 1 10 0 53.0 56.0 57.7 56.0 70

TELENET GROUP 10 2 7 1 2 0 60.0 57.0 53.8 57.0 70

HOLDING NV

TESSENDERLO 6 2 1 1 4 0 57.0 54.0 72.0 55.5 No

THROMBOGENICS 7 2 2 1 4 0 70.0 56.0 53.8 56.0 No

UCB SA 12 4 7 1 6 1 68.0 56.0 59.4 56.0 70

UMICORE SA 9 2 6 1 5 0 54.0 50.0 52.6 50.0 70

VAN DE VELDE 8 2 0 1 3 0 70.0 55.0 56.1 55.0 No

WAREHOUSES 6 2 0 2 3 0 64.0 46.0 60.0 55.0 65

DE PAUW

WERELDHAVE 5 0 1 2 2 0 60.0 56.0 65.3 56.0 No

BELGIUM

PAGE 30 SPENCER STUART

 Executive
Tenure committee Compensation
Vice Vice Non- Non- LTI/
Non- Chairman Chairman chairman chairman executive executive Stock
Chairman executive Members Foreign Women Committees retainer attendance retainer attendance retainer attendance options

4.0 2.3 9 3 0 3 222 953 0 N/A N/A 21 000 670 No

3.4 11.7 6 1 1 3 225 000 3 000 50 000 3 000 25 000 3 000 No

2.1 4.2 5 1 0 3 12 000 2 000 N/A N/A 6 000 1 000 No

5.2 3.5 4 2 1 1 15 000 0 N/A N/A 14 000 0 No

1.2 7.5 6 1 1 4 500 000 0 70 000 5 500 35 417 5 500 No

7.1 3.9 2 0 0 2 87 250 0 N/A N/A 32 500 0 No

3.1 8.8 4 0 1 2 40 000 0 N/A N/A 20 000 0 No

11.4 6.3 11 3 4 2 0 0 N/A N/A 15 000 0 No

11.4 3.0 10 4 2 4 66 000 0 N/A N/A 33 000 0 No

7.8 3.9 4 4 0 3 200 000 0 N/A N/A 50 000 0 No

0.2 1.2 13 8 3 2 150 000 0 N/A N/A 75 000 0 No

1.8 7.7 8 1 2 3 54 000 10 000 N/A N/A 27 000 5 000 No

3.2 4.8 4 4 1 2 0 0 N/A N/A 0 0 N/A

7.8 8.1 5 2 0 2 35 000 0 N/A N/A 20 000 0 No

1.1 4.8 22 2 6 2 150 000 0 N/A N/A N/A 0 Yes

3.1 7.0 5 4 0 4 250 000 0 N/A N/A 35 000 4 000 No

1.2 4.5 12 3 6 2 100 000 2 500 N/A N/A 45 000 2 500 No

1.4 5.1 6 2 0 3 50 000 0 N/A N/A 20 000 0 No

1.5 1.8 2 0 0 2 20 000 4 000 N/A N/A 10 000 2 000 No

3.1 5.8 10 9 2 3 210 000 0 105 000 1 500 70 000 1 000 No

6.6 3.0 7 1 0 2 40 000 5 000 N/A N/A 20 000 2 500 Yes

10.8 6.0 8 1 3 3 60 000 0 N/A N/A 15 000 0 No

9.4 3.3 2 0 0 4 0 0 N/A N/A 23 000 0 No

4.1 4.2 2 1 0 4 15 000 0 N/A N/A 15 000 0 No

SPENCER STUART PAGE 31

about spencer stuart

About Spencer Stuart

At Spencer Stuart, we know how much leadership matters. We are trusted by or-
ganizationsaround the world to help them make the senior-level leadership deci-
sions that have a lasting impact on their enterprises. Through our executive search,
board and leadership advisory services, we help build and enhance high-perform-
ing teams for select clients ranging from major multinationals to emerging compa-
nies to nonprofit institutions.

Privately held since 1956, we focus on delivering knowledge, insight and results
though the collaborative efforts of a team of experts — now spanning 56 offices,
30 countries and more than 50 practice specialties. Boards and leaders consist-
ently turn to Spencer Stuart to help address their evolving leadership needs in
areas such as senior-level executive search, board recruitment, board effectiveness,
succession planning, in-depth senior management assessment and many other
facets of organizational effectiveness.

For more information on Spencer Stuart, please visit www.spencerstuart.com.

PAGE 32 SPENCER STUART

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