2024 Corporate Governance and Executive Pay Report

Escalating demand for transparency and accountability in corporate remuneration practices and board composition

• As public awareness grows around how CEOs are rewarded, Belgian listed companies are tending to review CEO remuneration more thoroughly and with greater scrutiny.

• Shareholders are increasingly focusing on integrating ESG-related goals into executive compensation schemes.

• Although companies recognise the necessity of diversity in the boardroom, they are not always able to put their wishes into practice.

Greater scrutiny of executive remuneration

More attention is being paid to remuneration, both in the boardroom and in public debate. Most companies analysed in the survey carry out annual remuneration package reviews for executive (73%)  and non-executive (70%) directors. Since 2017, shareholders have had the right to vote on executive compensation packages presented by the company. Shareholders are being more discerning, showing a decline in acceptance of the proposed remuneration packages.

From a pay-for-performance to a pay-for-sustainability philosophy

Today executive performance is, still, largely measured in relation to financial performance, with financial KPIs representing on average at least two thirds of the weighting criteria for short-term incentive (STI) and long-term incentive (LTI) plans, as determinants of the variable pay components in directors’ remuneration packages. However, executives are increasingly being held accountable for delivering on sustainability goals. Pressure to integrate sustainability (ESG) goals into executive compensation schemes – alongside traditional performance metrics – is building from all sides: from shareholders and the public, and from increased legislation and non-financial reporting regulations.  

The glass ceiling is still intact

Board composition is also increasingly under scrutiny by investors, regulators and others in the governance community. Although awareness of the need for more diverse boards may be rising, in practice boards are mostly still composed of men over 50. Within PwC’s sample, only 13% of executive directors are women. It’s a disparity that companies don’t seem able to overcome, being stuck at the status quo with almost no to minimal improvement in the last 5 years.

The gender gap pervades top leadership positions: in the 80 companies surveyed, only 4 CEOs are women. By contrast, 42% of non-executive directors are women and 58% men. 

While directors say they believe in the added value of diversity in the boardroom, engaging in difficult conversations regarding necessary changes and the dedicated effort required for long-term board succession planning continue to pose significant challenges.

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* Information correct at time of publication - February 2024