Director Remuneration Guide

Director Remuneration Guide

​​Ruth Medd, December  2021

Women on Boards is often asked whether you can you make a living out of directorship. As with most things about directorship, the answer is not simple. So what remuneration can you expect as a director?

Typically, director remuneration paid to a board is the same for each board member plus additional fees for committee work done.  The Chair usually receives a higher fee.

Unlike executive remuneration, which can vary widely between roles, all directors on a board receive the same base fee and the same fee for their committee roles. 

How is renumeration set?

Director remuneration is usually set at the AGM and remains unchanged for a number of years as boards are reluctant to ask shareholders for a pay rise too often. Shareholders can be resistant to director remuneration increases.  The remuneration agreed at the AGM is usually a total amount, which gives some flexibility to accommodate new appointments or additional committee roles.

What are directors remunerated?

  1. Listed companies
    • Director rem is available in the annual report at the remuneration report section.
    • Remuneration is usually based on company size, as measured by the market capitalization of a company.  This means a top 50 director will receive more than the next 50 companies etc. 
  2. Private companies
    • Information about private companies and their director remuneration is not readily available but generally they follow the listed model; with rem based on company size.
  3. Government entities
    • The information is available, but some jurisdictions require determination to find and interpret it. NB – WOB covers this in the Govt Marketplaces workshop 
    • The easiest to navigate is federal government boards -see https://bit.ly/3F6VaJy
  4. Not for profit paid or unpaid
    • Information is not readily publicly available.
    • Ask WOB if you need some guidance  
  5. Startups
    • Not readily available but there are standard approaches.
    • These is no remuneration, shares only, a mix of cash and shares, issue of options 
Director remuneration is taxable, so consider your tax position if you are issued shares.

Director Remuneration Guide 

 
Entity Market cap  Rembase level
Listed – large ASX1: Comm Bank   $166B $242,000 avg
  ASX186: Bapcor $2.3Bb $135,000 (avg for Chair + 5 NEDs. Excludes Superannuation)
  ASX288: Appen  $1.17B $105,000
Listed - small Bluechiip BCP $30m $40,000
  Hexima HXL $50m Small rem plus options
Government Australia Post   $97,000
  Australian Sports Commission   $47,000
  Climate Change Authority   $30,000
Private companies Various   See equivalent sized listed company; with a small discount
NFP Paid Seen in 2021   $10,000 - $50,000

To see an example of the variation in ‘take home pay’ across the listed sector look at the following annual report extracts shown below.

CBA

 

Source Commonwealth Bank Annual Report 2021, page 108
 
Appen


Source Appen Annual Report 202, page 78
 
Bapcor
See Bapcor Annual Report 2021, see page 73

What does it take to make a living out of directorship?

An interesting way to view director remuneration is look at it as a daily rate and compare this to the consulting rate.
A board portfolio of 3-4 paid roles, including a voluntary role plus other activities could well fill your dance card. When putting your ideal board portfolio together, consider if, say, three mid ranking roles at $50,000 pa make it viable for you.
Perhaps you have a start-up / early-stage entity in your portfolio. This is like a long odds lottery ticket – very low odds of a large reward; but we can dream. To enable dreaming, below are references to the articles about ‘interesting companies’ written over the last couple of years.  None have yet made a fortune.

Find out more

Listen to Ruth’s SNAP Vacancy recording, ‘Noah’s Ark’ here , where she discusses a wide range of vacancies offered on the WOB jobs board, ranging from well-paid ASX roles to unpaid startups and not for profits.

References

Gender Diversity on Boards at  https://www.womenonboards.net/resources/boardroom-diversity-index
Market Index https://www.marketindex.com.au/asx-listed-companies

Update on Ruth’s interesting companies – original articles referenced below

  • Australian Chocolate Pty Ltd - small private company, helping to develop cocoa industry in Australia. Trying hard.   
  • Bluechiip (ASX: BCT) - seems to be on the up after a decade of struggle.  It’s a medical devices company.
  • Hexima (ASX:HXL) – biotechnology company that was slow to progress but is now in stage 2b trials for its cure for fungal nail infection.
  • Vennu: Transforming the use of community spaces - small founder funded private company, emerging from covid
  • Old Quarter Coffee Merchants -  sources quality coffee and supports African farmers
  • Drinks Trolley – emerged during COVID lockdown offering good wines in time of isolation

And another addition to the stable is SAN-AIR, chaired by Rob Shaw, chair of the Susan Oliver WOBSX syndicate www.SAn-AIr.com.au   Likely to be looking for directors in 2022. 

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