PwC has released its annual non-executive directors report, detailing the average salaries and increases given to South African executives across every major sector.
The data is based on PwC’s internal resource base and the 343 active companies listed on the Main Board of the JSE.
The total market capitalisation of these companies on the cut-off date was R16.49 trillion. This excludes preference shares, special purpose listings and suspended companies.
Because fees rarely follow a normal distribution curve, the report used a quartile/percentile range in preference to averages and standard deviations that assume normality.
It further broke down the earnings for large, medium and small-cap companies:
- Large-cap: The top-40 JSE-listed companies, valued by market capitalisation;
- Medium-cap: 41 to 100 of the JSE-listed companies, valued by market capitalisation; and
- Small-cap: 101 to 343 of the JSE-listed companies, valued by market capitalisation.
Chairpersons and deputy chairpersons|
The report found that median chairperson fee across the entire JSE was R566,000 in 2017 – a 8.8% increase year on year.
Some listed companies also appoint a deputy chairperson. The purpose of the appointment is to deputise for the chairperson in the event of the absence of the latter from scheduled board meetings or to represent the chairperson due to time or other constraints.
The median salary for a deputy-chairperson was R933,000 in 2017.
This substantial difference in earnings is likely due to the fact that only large and medium-cap companies tend to appoint deputy-chairpersons.
Lead independent directors
Lead independent directors serve as independent directors and may help deal with difficult or underperforming executives as well—a task that has traditionally fallen to the chairperson.
Possibly the most significant contribution is the lead director’s dialogue with the CEO about substantive business matters or governance issues.
Most lead independent directors say they speak with CEOs many times between board meetings. Relations between CEOs and boards can be rocky and lead directors help maintain open communication in the boardroom.
“As companies gain more experience and feel higher levels of comfort with lead directors, their role is likely to continue to evolve. This role has proved to be successful for most, with 65% saying their positions have provided significant benefit for their companies,” the report said.
The median remuneration for lead independent directors was R1,007,000 in 2017.
Non-executive company directors saw some of the biggest increases among South African executives in 2017, with the median earning R377,000 (2016: R345,000).
“Although the increase awarded to incumbents is above CPI, when considering the shortage of talent to fill the positions and the responsibility shouldered under current regulations, we believe effective NEDs fulfilling these roles in JSE-listed companies are underpaid,” PwC said.
Remuneration among “super-caps”
This year’s analysis included 343 companies listed on the JSE, excluding preference shares and special purpose listings. It is of interest to note that only five (2016: 6) companies account for 50% of the total market capitalisation and 29 account for 80% (2016: 34).
In examining other large stock exchanges, similar market-cap scenarios appear most notably on the LSE and NYSE.
In categorising the top 10 full-year trading companies by market cap as the ‘super caps’ and perform an analysis of the fees paid to NEDs on their boards, PwC found that their fees are exponentially higher than our analysis of all 343 trading companies.
The median remuneration for chairpersons at these “super-cap” companies was R5,190,000.
The median remuneration for non-executive directors was R2,134,000.