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Africa’s Non-Executive and Independent Directors’ Fees, Performance and Diversity Survey for Privately-held and Family Businesses Second Edition | 2019

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Page 1: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Second Edition | 2019

Boards with at least

one independent director are outperforming

boards without one

Cape Town South Africa

2019-2020 copy Sirdar Group Cape Town South Africa

3

Executive Summary 4

Independent Directors Add Value 6

Non-Executive and Independent Directorsrsquo Fees 9

Diversity in the Boardroom 18

African Board Perspectives ndash A Deeper Look 21

Conclusion 26

Data and Sampling 28

Pre-register for 2020 33

Learn More About The Sirdar Group 35

Expedition Partners 37

Resources and Bibliography 39

Table of Contents

2019-2020 copy Sirdar Group Cape Town South Africa

4

Carl BatesChief Executive of Sirdar Group

Executive Summary

Introduction

The Sirdar Group focuses on educating appointing and guiding high-performance boards across the African continent In our capacity as a trusted advisor to boards we have found a lack of empirical data to support the decision-making of privately-held companies and family businesses when it comes to fees performance and diversity in their boardrooms In 2018 we decided to fill this void and further contribute to improving board performance

In this second edition of the survey we analysed three key questions supporting improvement in board performance across Africa bull The perceived performance of these boards and obstacles they face according

to those who sit on thembull The structure and quantum of fees earned by non-executive and independent

directors (and) bull Board diversity with respect to gender ethnicity and the impact if any of board

diversity on the perceived performance of these boards

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5

Report highlights

The Sirdar Group report is filled with insights into the state of boardrooms in Africa Some of the highlights of this yearrsquos key findings include

bull Turnover and industry continue to be the main drivers of directorsrsquo fees

bull Not enough females are represented in the boardroom bull Female directors earn slightly more on average (6 percent) than

their male counterparts bull Racial diversity is on the increase however it still needs

significant attention bull Boards with independent directors outperform those which do

not bull Boards have an average of 58 members however independent

directors remain under-represented bull Boards have an average of four in-person meetings per year bull The majority of boards do not conduct formal board evaluationsbull Independent directors add value to boards 82 percent of

respondents who have independent directors reported that they would not remove any of this type of director from the board

bull Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director

bull Boards undertaking an evaluation at least once a year show an increase in EBITDA and stated their board was a high-performing one Those businesses that never conduct board evaluations or did so less than once per year did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

Now let us take a deeper look at the results and findings of Africarsquos Second Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Yours in boardroom performance

Carl BatesChief ExecutiveSirdar Group

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

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12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

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14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

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15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 2: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Boards with at least

one independent director are outperforming

boards without one

Cape Town South Africa

2019-2020 copy Sirdar Group Cape Town South Africa

3

Executive Summary 4

Independent Directors Add Value 6

Non-Executive and Independent Directorsrsquo Fees 9

Diversity in the Boardroom 18

African Board Perspectives ndash A Deeper Look 21

Conclusion 26

Data and Sampling 28

Pre-register for 2020 33

Learn More About The Sirdar Group 35

Expedition Partners 37

Resources and Bibliography 39

Table of Contents

2019-2020 copy Sirdar Group Cape Town South Africa

4

Carl BatesChief Executive of Sirdar Group

Executive Summary

Introduction

The Sirdar Group focuses on educating appointing and guiding high-performance boards across the African continent In our capacity as a trusted advisor to boards we have found a lack of empirical data to support the decision-making of privately-held companies and family businesses when it comes to fees performance and diversity in their boardrooms In 2018 we decided to fill this void and further contribute to improving board performance

In this second edition of the survey we analysed three key questions supporting improvement in board performance across Africa bull The perceived performance of these boards and obstacles they face according

to those who sit on thembull The structure and quantum of fees earned by non-executive and independent

directors (and) bull Board diversity with respect to gender ethnicity and the impact if any of board

diversity on the perceived performance of these boards

2019-2020 copy Sirdar Group Cape Town South Africa

5

Report highlights

The Sirdar Group report is filled with insights into the state of boardrooms in Africa Some of the highlights of this yearrsquos key findings include

bull Turnover and industry continue to be the main drivers of directorsrsquo fees

bull Not enough females are represented in the boardroom bull Female directors earn slightly more on average (6 percent) than

their male counterparts bull Racial diversity is on the increase however it still needs

significant attention bull Boards with independent directors outperform those which do

not bull Boards have an average of 58 members however independent

directors remain under-represented bull Boards have an average of four in-person meetings per year bull The majority of boards do not conduct formal board evaluationsbull Independent directors add value to boards 82 percent of

respondents who have independent directors reported that they would not remove any of this type of director from the board

bull Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director

bull Boards undertaking an evaluation at least once a year show an increase in EBITDA and stated their board was a high-performing one Those businesses that never conduct board evaluations or did so less than once per year did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

Now let us take a deeper look at the results and findings of Africarsquos Second Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Yours in boardroom performance

Carl BatesChief ExecutiveSirdar Group

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 3: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

3

Executive Summary 4

Independent Directors Add Value 6

Non-Executive and Independent Directorsrsquo Fees 9

Diversity in the Boardroom 18

African Board Perspectives ndash A Deeper Look 21

Conclusion 26

Data and Sampling 28

Pre-register for 2020 33

Learn More About The Sirdar Group 35

Expedition Partners 37

Resources and Bibliography 39

Table of Contents

2019-2020 copy Sirdar Group Cape Town South Africa

4

Carl BatesChief Executive of Sirdar Group

Executive Summary

Introduction

The Sirdar Group focuses on educating appointing and guiding high-performance boards across the African continent In our capacity as a trusted advisor to boards we have found a lack of empirical data to support the decision-making of privately-held companies and family businesses when it comes to fees performance and diversity in their boardrooms In 2018 we decided to fill this void and further contribute to improving board performance

In this second edition of the survey we analysed three key questions supporting improvement in board performance across Africa bull The perceived performance of these boards and obstacles they face according

to those who sit on thembull The structure and quantum of fees earned by non-executive and independent

directors (and) bull Board diversity with respect to gender ethnicity and the impact if any of board

diversity on the perceived performance of these boards

2019-2020 copy Sirdar Group Cape Town South Africa

5

Report highlights

The Sirdar Group report is filled with insights into the state of boardrooms in Africa Some of the highlights of this yearrsquos key findings include

bull Turnover and industry continue to be the main drivers of directorsrsquo fees

bull Not enough females are represented in the boardroom bull Female directors earn slightly more on average (6 percent) than

their male counterparts bull Racial diversity is on the increase however it still needs

significant attention bull Boards with independent directors outperform those which do

not bull Boards have an average of 58 members however independent

directors remain under-represented bull Boards have an average of four in-person meetings per year bull The majority of boards do not conduct formal board evaluationsbull Independent directors add value to boards 82 percent of

respondents who have independent directors reported that they would not remove any of this type of director from the board

bull Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director

bull Boards undertaking an evaluation at least once a year show an increase in EBITDA and stated their board was a high-performing one Those businesses that never conduct board evaluations or did so less than once per year did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

Now let us take a deeper look at the results and findings of Africarsquos Second Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Yours in boardroom performance

Carl BatesChief ExecutiveSirdar Group

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 4: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

4

Carl BatesChief Executive of Sirdar Group

Executive Summary

Introduction

The Sirdar Group focuses on educating appointing and guiding high-performance boards across the African continent In our capacity as a trusted advisor to boards we have found a lack of empirical data to support the decision-making of privately-held companies and family businesses when it comes to fees performance and diversity in their boardrooms In 2018 we decided to fill this void and further contribute to improving board performance

In this second edition of the survey we analysed three key questions supporting improvement in board performance across Africa bull The perceived performance of these boards and obstacles they face according

to those who sit on thembull The structure and quantum of fees earned by non-executive and independent

directors (and) bull Board diversity with respect to gender ethnicity and the impact if any of board

diversity on the perceived performance of these boards

2019-2020 copy Sirdar Group Cape Town South Africa

5

Report highlights

The Sirdar Group report is filled with insights into the state of boardrooms in Africa Some of the highlights of this yearrsquos key findings include

bull Turnover and industry continue to be the main drivers of directorsrsquo fees

bull Not enough females are represented in the boardroom bull Female directors earn slightly more on average (6 percent) than

their male counterparts bull Racial diversity is on the increase however it still needs

significant attention bull Boards with independent directors outperform those which do

not bull Boards have an average of 58 members however independent

directors remain under-represented bull Boards have an average of four in-person meetings per year bull The majority of boards do not conduct formal board evaluationsbull Independent directors add value to boards 82 percent of

respondents who have independent directors reported that they would not remove any of this type of director from the board

bull Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director

bull Boards undertaking an evaluation at least once a year show an increase in EBITDA and stated their board was a high-performing one Those businesses that never conduct board evaluations or did so less than once per year did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

Now let us take a deeper look at the results and findings of Africarsquos Second Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Yours in boardroom performance

Carl BatesChief ExecutiveSirdar Group

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 5: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

5

Report highlights

The Sirdar Group report is filled with insights into the state of boardrooms in Africa Some of the highlights of this yearrsquos key findings include

bull Turnover and industry continue to be the main drivers of directorsrsquo fees

bull Not enough females are represented in the boardroom bull Female directors earn slightly more on average (6 percent) than

their male counterparts bull Racial diversity is on the increase however it still needs

significant attention bull Boards with independent directors outperform those which do

not bull Boards have an average of 58 members however independent

directors remain under-represented bull Boards have an average of four in-person meetings per year bull The majority of boards do not conduct formal board evaluationsbull Independent directors add value to boards 82 percent of

respondents who have independent directors reported that they would not remove any of this type of director from the board

bull Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director

bull Boards undertaking an evaluation at least once a year show an increase in EBITDA and stated their board was a high-performing one Those businesses that never conduct board evaluations or did so less than once per year did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

Now let us take a deeper look at the results and findings of Africarsquos Second Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses

Yours in boardroom performance

Carl BatesChief ExecutiveSirdar Group

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 6: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Independent DirectorsAdd ValueExcept from Traversing the Avalanche by Carl Bates

Non-executive directors are not employees of the company and ldquoare not involved in the day-to-day management of the company Their role is to provide an objective perspective on the businesshellip [and] oversight on the key aspects of effective governance including strategic direction accountability for performance sustainability and conformancerdquo

Non-executive directors can either be independent or not independent The essential difference is ldquoindependent directors have no material investment or any relationship with the company that may influence decisions made A relationship includes being a customer supplier [a former employee] or advisorrdquo

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 7: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

72019-2020 copy Sirdar Group Cape Town South Africa

The research reinforced the value of independent directors on boards as demonstrated by the following key insight

Independent directors were considered toadd the most value to the boards surveyed

Respondents were asked which directors they would remove from the board because they are not adding value ndash for those with that type of director

Independent directors were the least likely to be removed only 18 percent of the directors surveyed said they would remove at least one independent director 82 percent would remove none In 2018 22 percent of respondents would remove an independent director

25 percent of respondents reported they would remove executive directors from the board for not adding value 46 percent would remove non-executive directors for the same reason (from 36 percent in 2018)

Boards with at least one independent director are outperforming boards without any independent directors Respondents were asked to self-evaluate their board against various key performance indicators (KPIs) These KPIs were selected to represent the activities of a high-performance board

The questions were framed as follows

To what extent do you agree with the following statementbull This board defines and approves clear financial and strategic

objectives for the executive team (quantitative and qualitative)Respondents were invited to select from the following answersbull Completely disagreebull Disagreebull Agreebull Completely disagree

Boards without independent directors evaluated themselves poorly compared to boards with at least one independent director Only 36 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 78 percent for boards with at least one independent director ndash significantly higher than the 2018 findings In 2018 only 273 percent of the boards without any independent directors were satisfied with the impact of their board on company performance compared to 512 percent for boards with at least one independent director We also saw boards with independent directors were more likely to implement a performance evaluation process as strongly encouraged in most African governance codes such as King IV in South Africa

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 8: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

82019-2020 copy Sirdar Group Cape Town South AfricaKilimanjaro Tanzania

Boards without independent directors

are less likely to report an increase of EBIDTA

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 9: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Non-Executive and Independent Directorsrsquo FeesClear and transparent remuneration policies have become a growing concern for boards in recent years due to heavy shareholder and media scrutiny Privately-held and family businesses struggle to determine a reference point for the amount their non-executive directors should earn In this section directorsrsquo fees are analysed according to three perspectivesbull The main drivers of the fee levelsbull The equity component of fees andbull The average fees according to the sector

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 10: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

10

Directorsrsquo remunerations have been the subject of extensive conceptualisation and empirical research over many years Internationally this research has typically dealt with European and American-based companies Alternatively and particularly in Africa it has focused on listed companies and public entities This has left a knowledge-gap regarding non-listed African board practices particularly relating to privately-held companies and family businesses board fees These firms have few guidelines to assist in building a high-performing board and assess their directorsrsquo rightful compensations

This data has been collected in the currency chosen by the respondents and was mostly in the currency the company uses as its main currency of operation Fees were converted into US dollars at the exchange rate for comparison purposes and it is recommended this become the starting point for local comparisons

Due diligence was taken by Sirdar Group in excluding respondents who reported they did not receive non-executive or independent director fees This accounted for 28 percent of the data set

The survey evidenced a huge diversity in fees reflecting the company diversity participation in terms of industry size country gender and company ownership type

What drives board fees

While this survey provides insight into non-executive and independent director fees a company should always seek appropriate professional advice when determining the specific fees relating to their companyrsquos circumstances

The level and structure of fees for non-executive directors are principally driven by enterprise size International reports reference industry segmentation taking into account the complexity of the operations business risks and challenges and market factors Director-specific factors like the scarcity of qualified non-executive directors qualifications and experience also play a role in the final fee-setting process Within a board the main distinction between fees relates to workload the chairmanrsquos role verses other directors and recognising committee involvement in addition to the standard board process

What is being paid

25 percent of the non-executive directors are paid less than US$4 000 annually compared with 29 percent being paid between US$4 000 and US$7 999 A further 18 percent are being paid between US$8 000 and US$14 999 and the balance (28 percent) are being paid more than US$15 000 However extreme data is driving this spread When the top and bottom 10 percent are excluded the data shows annual payments between US$1 800 and US$48 000 The average across all businesses

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 11: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

11

and industries for non-executive and independent directors surveyed is US$14 074 with a median of US$8 230

The 2018 results showed a quarter of the non-executive directors were paid less than US$3 716 annually (slightly lower than the 29 percent for 2019) compared with 50 percent being paid more than US$8 000 and the balance more than US$14 000

The main but not sole driver of directorsrsquo fees appears to be annual turnover Other factors include location company size age and gender of respondent and industry classification

Director fees by country (average)

The average annual fee paid to non-executive and independent directors ranges across all African territories surveyed is US$14 074 The following is the regional representation (percentage of respondents per region)

Director fees on average were higher for East African countries (Kenya and Mauritius) followed by West African countries (Ghana and Nigeria) Southern Africa (South Africa Namibia and Zambia) had the lowest director fees

0 10 3020 5040 60

PERCENTAGE oF RESPoNDENTS PER REGIoN

Percentage

East Africa 17

West Africa 28

Table of African countries by territory

East Africa

Southern Africa

West Africa

Kenya Mauritius

South Africa Namibia Zambia

Ghana Nigeria

1 00000 6 00000 16 0000011 00000 21 00000 26 00000

DIRECToR FEES By CouNTRy (AVERAGE)

West Africa $14 710

Southern Africa $10 391

East Africa $24 983

Southern Africa 55

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 12: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

12

Directors fees by company size

Companies of over 5000 people pay the highest director fees according to this yearrsquos results This figure drops steadily for smaller businesses with the exception of businesses with less than 20 employees which shows higher fees than businesses with up to 500 employees Lowest fees are paid to directors of businesses with between 21 and 50 employees

0 10 000 20 000 30 000 40 000 50 000

DIRECToRS FEES By CoMPANy SIzE

5001 or more $45 009

501 - 1000 $26 364

51 - 100 $8 886

2001 - 5000 $36 000

201- 500 $17 362

21 - 50 $4 304

1001 - 2000 $13 004

101 - 200 $12 362

Less than 20 $20 217

Directors fees

Com

pany

size

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 13: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

13

Director fees by gender

Findings from our 2019 study reveal females earn slightly more (6 percent) than their male counterparts when it comes to non-executive and independent director fees The average fees for females was US$14 616 against US$13 765 for males

MaleFemale

$14 616

$13 765

6

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 14: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

14

Company turnover is the largest driver

of directorsrsquo fees in Africa

Addis Ababa Ethiopia

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 15: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

15

Non-executive and independent director fees on average are highest for companies with the highest turnover and lowest when the company turnover is lower

- 5 000 10 000 25 00015 000 20 000 30 000 35 000 40 000

Directors fees

0 - 10 million $10 692

21 - 40 million $19 944

81 - 100 million $18 518

11 - 20 million $24 695

41 - 60 million $29 258

100+ million $36 000

Turn

ove

rNon-executive and independent director fees against turnover

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 16: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

16

Industries paying the highest directorsrsquo fees include manufacturing of basic metals metal mining and quarrying other administrative activities and other (not listed)

Non-executive and independent director fees against industry

0 45 00040 00035 00030 00025 00020 00015 00010 0005 000

Manufacturing of basic metals $39 011

Other administrative activities $22 318

Metal mining and quarrying $31 209

Director fees

Indust

ryFishing $2 340

Construction $12 028

Extraction of crude $5 486

Education $7 184

Veterinary activities $3 185

Real estate $6 501

Crop and animal production $8 287

Human health $2 639

Transportation $17 560

Legal and accounting $18 118

Other manufacturing $6 350

Accommodation and food services $7 600

Wholesale and retail $5 078

Financial $18 889

Architectural and engineering activities $6 501

Waste collection $11 502

Other $21 549

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 17: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

17

Fee increases

We asked respondents approximately how much the total fees received by non-executive directors andor independent directors had increased against the previous year 37 percent reported the fees remained the same and 18 percent did not know A collective 37 percent saw an increase and eight percent a decrease in fees

Non-executive and independent director fees equity and supplementary remuneration

We asked respondents if non-executive and independent directors received any equity in addition to the cash component and whether they could earn any supplementary remuneration

0 105 2015 25 30 35 40

Percentage

FEE INCREASES

Decrease between 11 and 20 1

Increase of more than 20 5

Decrease of more than 20 3

Increase between 6 and 10 16

Decrease between 6 and 10 1

Increase between 1 and 5 15

Decrease between 1 and 5 3

I do not know 18

Remainedthe same 37

Fee incr

ease

s

They had this to say bull 92 percent said directors did not receive equity or if they

did independent directors did not bull 496 percent said they did not receive any supplementary

remuneration to the fixed cash component and 504 percent said they did (in the form of attendance fees for meetings committee membership fees and other reimbursements or benefits)

bull 23 percent said they receive an attendance fee per in-person meeting

bull Five percent said they receive an attendance fee per teleconference

bull Nine percent said they receive committee membership fees

bull 10 percent said they receive other reimbursements or benefits (commission travel accommodation bonuses)

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 18: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Diversity in the BoardroomAccording to the King IV Report on Corporate Governance the recommended practices the governing body should perform include promoting diversity in its board membership (age culture race gender and fields of expertise) and setting targets for race and gender representation in its composition With regards to nomination election and member appointment of this governing body the board should consider the collective attributes and diversity needed as well as whether the candidate is lsquofit and properrsquo prior to potential member nomination

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 19: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

192019-2020 copy Sirdar Group Cape Town South Africa

What is considered a lsquodiversersquo board

A diverse boardroom is one not homogenous (one that does not have a single type of member when it comes to race and gender) Diverse boardrooms have a mix of ethnic origins and cater to all genders and are how the best boardroom decisions are made According to Deloittersquos Diversity in the Boardroom Perspectives and Practices report a principal argument in favour of diverse boards is the wide range of perspectives each individual brings to the boardroom table Their paper notes a diverse board better understands its customer base and the environment in which the business operates They argue having a wide range of perspectives in the room also means the status quo is constantly challenged and critically reassessed guarding against the notorious lsquogroup thinkrsquo

Are African boards considered diverse

Findings from our 2019 research suggest African boards still lag when it comes to gender diversity We found of the companies assessed 305 percent had no female board members in 2019

In 2018 the research found 279 percent of boards did not have any female directors while they only represented 218 percent of the total board compositions

Interestingly businesses indicating they had two or more female board members also reported a higher instance of performance in terms of the boardrsquos impact on the company Boards with female members were considered generally more effective and had a 5-10 percent increase in EBITDA over the previous year while businesses with no female board members reported their boards were either not effective or could be more effective

74

26

GENDER SPLIT

MaleFemale

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 20: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

202019-2020 copy Sirdar Group Cape Town South Africa

When it comes to diversity of ethnic origins we found 44 percent of boards only have one ethnic origin represented in the boardroom Less than 12 percent are represented by fully diversified boards

0 5 10 2015 3025 4035 45

Percentage

DIVERSITy oF EThNIC oRIGINS

4 ethnicities 8

2 ethnicities 33

3 ethnicities 15

1 ethnicity 44Eth

nic

ori

gin

While we are seeing an increasing trend when it comes to ethnic origins represented in the boardroom businesses need to focus on creating more diverse boards to make better decisions

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 21: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

African Board Practices ndash A Deeper LookIn this section we explore the African boards from a size composition and experience perspective while discussing board meetings board evaluations and board effectiveness

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 22: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

222019-2020 copy Sirdar Group Cape Town South Africa

Board size

In our previous report we stated there is no perfect board size but there are some best practices boards can observe to make their board perform better In truth the most appropriate board size is linked to the company size and structure as well as the depth and issue complexities facing the business

According to Segalrsquos 2019 article Evaluating the Board of Directors there is no universal agreement on the optimum size of a board of directors A large number represents a challenge in terms of using them effectively andor having any meaningful individual participation It is however generally accepted a board with less than eight members can make better decisions not to mention the less onerous recruitment process and lower board management costs (Governance Today 2019) This year we found the average number of board members sitting on African boards was 58

Number of board positions held

Each respondent was asked how many board positions they held 28 percent hold two positions 21 percent sit on one or three boards 16 percent hold four board positions eight percent sit on five boards and five percent have six or more board positions

0 5 10 2515 20 30

Percentage

NuMBER oF BoARD PoSITIoNS hELD

6 positions 1

5 positions 8

1 position 21

7+ positions 4

3 positions 21

4 positions 16

2 positions 28

Num

ber

of

posi

tions

held

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 23: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

232019-2020 copy Sirdar Group Cape Town South Africa

Board composition

As shown in the graph below the average number of executive directors on a board is 24 (44 percent of the boardrsquos composition) the average number of non-executive directors is 21 (36 percent) and the average number of independent directors is 12 (20 percent) This has changed significantly for the former and latter from 2018 where the percentage of executive directors was 371 percent and independent directors 282 percent The percentage of non-executive directors remained stable It is difficult to draw a direct conclusion from this other than to have it as a reference point In 2020 we will be looking to significantly increase the number of participants in the data set to draw larger conclusions

Board meetings

At The Sirdar Group we believe board meetings should be held regularly (at least every second month) These meetings are held to conduct essential health checks on the business and its profitability To that end itrsquos not only vital these meetings happen regularly but that all directors attend

Sonnenfeld (2002) noted in the Harvard Business Review regular meeting attendance is considered a hallmark of the conscientious director yet still some big names on the boards barely show up due to other commitments and when they show theyrsquore not prepared Itrsquos vital for all members to attend these regular meetings

For the second consecutive year The Sirdar Grouprsquos anecdotal evidence shows there is trend between board performance and regular meetings for privately-held companies and family businesses in particular meeting monthly or six times a year Annually the boards surveyed held between one and 10 face-to-face or teleconferencing meetings Face-to-face meetings on average were held 41 times per year and 14 teleconferences during the year In 2018 these were 46 and 33 average meetings respectively This is a large shift from the 2018 data set and we shall look to increase the number of respondents for 2020 to understand this phenomenon

The numbers

Total board size (average)

58

6

year

2019

2018

Average executive directors

24(44 percent)

23(37 percent)

Average non-executive directors

21(36 percent)

21(34 percent)

Average independent directors

12(20 percent)

17(28 percent)

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 24: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

242019-2020 copy Sirdar Group Cape Town South Africa

Board evaluations

So the question becomes Is your board performing well and how do you know it is The surest way to find out is to conduct a formal board evaluation but are businesses doing this

According to this yearrsquos data 11 percent of boards conduct formal evaluations less than once a year 38 percent do so every year four percent do so more than once per year three percent are unsure of how often they evaluate their boards and most startlingly a majority of 44 percent never evaluate their board

Of these results we also found every board where formal evaluations are conducted less than once a year only do so through an internal review with no outside expertise Only 62 percent of these businesses are satisfied by these evaluations and 38 percent find themselves unsatisfied

For businesses conducting these reviews once per year 42 percent of the reviews are conducted by an external party and 58 percent

The numbers

The average number of in-person meetings held each year

41The average number of

teleconferences held each year

14

Segal 2019

ldquoYou can learn a lot from looking at the disclosures made about a companyrsquos boardof directors in its annual report but it takes time and knowledge to pick up clues on the level of quality of a companyrsquos governance

as reflected in its boardrsquos compositionand responsibilitiesrdquo

how often does the company conduct a formal evaluation of the boardrsquos performance

Less than once a year

Once a year

More than once a year

Never

Unknown

Percent

11 percent

38 percent

4 percent

44 percent

3 percent

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 25: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

252019-2020 copy Sirdar Group Cape Town South Africa

conducted internally There is a 100 percent satisfaction level with board evaluations conducted by external parties while when evaluations are conducted internally 88 percent of board members were satisfied and 12 percent unsatisfied

Businesses conducting these reviews more than once per year were 100 percent satisfied with the evaluations and the evaluations were wholly conducted internally

The most important finding to these results is the majority of businesses conducting reviews once a year or more showed an increase in EBITDA compared to the previous year and reported feeling their board was a high-performing one Those businesses never conducting board evaluations or doing so less than once per year and were unsatisfied with board evaluations did not agree their board was a high-performing one and the majority reported a decrease in EBITDA

We strongly advise businesses conduct at least annual board evaluations to stay ahead stay relevant and improve board performance

Board tenure

Of the respondents whose boards have non-executive and independent directors it is interesting to note 23 percent have served on a board for only one year 19 percent have served for six to 10 years and 12 percent have served on a board for three years The remaining 46 percent were spread across a wide range of tenure

25100 5 2015

Percentage

BoARD TENuRE

Twenty-one years or more 2

Two years 11

Eleven tofourteen years 6

Three years 12

Fifteen totwenty years 6

Five years 12

Four years 10

Six to ten years 19

One year 23

Num

ber

of

years

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 26: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

ConclusionThe Sirdar Group survey aims to support improving board performance by understanding director fees performance and diversity on the continent We believe this has been achieved The results will support boards and directors across the continent make better decisions in relation to these three aspects of a high performance board Findings from our 2019 survey point to three core concerns when it comes to non-executive and independent directors for privately-held companies and family businesses

1 Boards which do not have independent directors do not perform as well as those which are represented by independent directors

2 Diversity in the boardroom is still lagging and female members of the board continue to be under-represented

3 Boards are not conducting formal evaluations of performance often enough Those which do conduct frequent evaluations enjoy higher EBITDA and report increased board performance

Nairobi Kenya

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 27: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

272019-2020 copy Sirdar Group Cape Town South Africa

Remuneration policies for non-executive and independent directors have come under the media spotlight and will continue to do so into the foreseeable future We know they need to be clear and transparent as well as equitable and taking into account the time and investment directors bring to boards We trust the insight provided by this survey supports you to ensure this is the case in a privately-held company and family business context

Equally important is diversity among board members to ensure viewpoints and expectations can reflect the broader society in which companies work While this yearrsquos survey did not address this aspect to the degree we would have hoped your support for the 2020 survey will support the continuation of this initial work into better understanding directorship on the African continent

The results of Africarsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Private and Family-owned Businesses survey The Sirdar Grouprsquos second annual survey into this field can now provide a basis for comparison and assist companies further contribute to economic growth and development across Africa

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 28: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Data and Sampling The data in this report was collected via an online survey between April and September 2019 The survey was designed for completion by executive and non-executive directors currently serving on the board of an African privately-held or family business

Incomplete inaccurate irrelevant (public companies) or unverifiable (no company name or email address provided) responses were excluded of the 337 total responses collected 188 were used for analysis (56 percent of responses were usable)

The 188 responses represented 144 companies in 15 African countries ndash Kenya Mauritius Namibia South Africa zambia Ghana and Nigeria 82 percent of these companies are privately-held and 18 percent family businesses

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 29: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

292019-2020 copy Sirdar Group Cape Town South Africa

The 2019 usable data represents companies with a collective US$36 billion in turnover and an average of US$18 million in annual turnover Seven companies reported sales of US$50 million or above

In terms of company size 64 percent of surveyed companies have 100 employees or less 31 percent between 101 and 1000 employees and five percent more than 1000 employees

In 2018 we had 162 respondents representing 139 companies from 12 countries - South Africa Kenya

Mauritius Zimbabwe Ghana Nigeria Zambia Tanzania Algeria Cameroon Mozambique and Uganda ndash and 67

percent of the respondents were privately-held companies and 33

percent family businesses

Respondent demographics gender

The gender split among respondents was 74 percent male and 26 percent female

GENDER SPLIT

74

26

MaleFemale

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 30: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

302019-2020 copy Sirdar Group Cape Town South Africa

Respondent demographics age

A collective 39 percent of respondents who indicated they were non-executive or independent directors are between 40 and 49 years old 16 percent are between 55 and 59 12 percent between 60 and 64 and 10 percent between 50 and 54 years Directors less than 40 years old accounted for 17 percent of responses and directors above 65 years old accounted for seven percent of responses

Respondent business ownership structure

The Sirdar Group survey seeks to assess only family-owned and privately-held businesses Of the valid responses to the survey 18 percent of businesses are family-owned businesses and 82 percent are privately-held businesses

0 5 10 15 20

RESPoNDENT DEMoGRAPhICS By AGE

Percentage

70-74

65-69

60-64

55-59

50-54

45-49

40-44

35-39

30-34

5

2

12

16

10

19

19

12

5

Age r

anges

in y

ears

Family business

Privately-held

82

18

BuSINESS oWNERShIP STRuCTuRE

Privately-held companies Privately-held companies accounted for 82 percent of the total data set with 37 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 24 percent being private companies with a diversity of shareholders

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 31: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

312019-2020 copy Sirdar Group Cape Town South Africa

Family businesses Family businesses accounted for 18 percent of the total data set 58 percent of them as shareholder-managed companies (small group of shareholders holding a majority) and 17 percent being a private company with a diversity of shareholders

Respondent business industry classification

15 percent of respondent businesses were categorised as ldquootherrdquo or in an industry not listed closely followed by 13 percent ldquofinancial servicesrdquo 12 percent as ldquoother manufacturingrdquo and seven percent ldquolegal and accountingrdquo Including ldquootherrdquo we offered 23 industry classifications from which to select

0 2 4 6 8 10 12 14 16

Percentage

INDuSTRy CLASSIFICATIoN

Wholesale and retail

Other

Repair and installation

Information and communication

Extraction of crude

Veterinary activities

Manufacturing of basic metals

Other manufacturing

Fishing

Education

Architectural and engineering activities

Waste collection

Metal mining and quarrying

Real estate

Human health

Electricity

Construction

Transportation

Legal and accounting

Other administrative activities

Financial

Crop and animal production

Accomomodation and food services

Indust

ry

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 32: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

322019-2020 copy Sirdar Group Cape Town South Africa

Respondent business industry classification(by ownership type)

The following graph represents the industries listed above but separated by the ownership type privately-held or family businesses In most instances participant business industries indicated they were privately-held businesses

The rest of this report outlines the rich data provided by the research with a view to explore African boards of directors their fees boardroom diversity and perceived board performance

0 2 4 6 8 10 12 14 16

PercentageFamily businessPrivately-held company

INDuSTRy By oWNERShIP TyPE

Indust

ry

Other 213

Waste collection 2

Legal and accounting 25

Construction 3 1

Other manufacturing 210

Human health 15

Transportation 3 1

Financial 113

Veterinary activities 1

Fishing 1

Architectural and engineering activities 1

Real estate 1 1

Accomomodation and food services 1 1

Metal mining and quarrying 1 1

Wholesale and retail 15

1 1Manufacturing of basic metals

Education 4

1Electricity

Other administrative activities 7

1Repair and installation

Crop and animal production 13

1Information and communication

Extraction of crude 2 1

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 33: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

332019-2020 copy Sirdar Group Cape Town South Africa

Pre-register for 2020The research you just read is the second edition of The Sirdar Grouprsquos Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held Companies and Family Businesses annual report

These reports translate into a significant amount of data and insight for African directors and will continue to do so over time enabling The Sirdar Group to substantially support the development of companies on the continent and provide the platform from which boards can reference their performance and fees

In building this reference participation from more African boards is critical If you want insight into what African independent directors are being paid and understand how you can align your directorsrsquo fees to best practice preregister for the 2020 survey by clicking on the link below

It is estimated 775 percent of the people reading this document will preregister for next yearrsquos survey We thank you in advance for being one of them

Click to Pre-register for 2020

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 34: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

We are Africarsquos leader

in boardroom performance

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 35: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

352019-2020 copy Sirdar Group Cape Town South Africa

Learn more aboutThe Sirdar Group Sirdar is the name given to the lead Sherpa on a mountain expedition Where others view a high mountain as a great challenge or an insurmountable obstacle the sirdar sees it as a clear path of opportunity The sirdar builds the right team chooses the correct route and knows when to go for the summit At The Sirdar Group this strategy is applied in walking with companies on their journey to success

Meaningful Economic Impact

This serves as the promise against which we measure our behaviour and decisions It is underpinned by the understanding that effective boards grow companies These companies become more sustainable with less risk and better returns Stronger companies support a stronger economy Stronger economies can do more for their people

When the economy is flourishing and there is measurable reliable growth quality of life has the opportunity to improve on a national scale It makes both the lives of the people and the world a better and more meaningful place Facilitating long-term economic impact makes a meaningful impact on everyday people

The Sirdar Group delivers on its promise by providing three key services to the boards of privately-held companies and family businesses

Educate Appoint Guide

The first step in creating sustainable businesses is sharing the importance of the role of a board in a business

Boards are often incorrectly thought of firstly as a practice reserved for big businesses and corporates and secondly as a group whose key role is to ensure compliance In reality a board of directors is a critical business tool for privately-held companies and family businesses In so doing they improve performance increase company value and deliver a return to shareholders and other stakeholders

The Sirdar Group therefore drives awareness about boards and in-depth and practical education surrounding their importance and how they function

The second step is appointing a high-performance board

Often the success of the board is seen as a function of the names who sit on it While critical to board success it is only one part of the three key areas comprising the foundation and sustaining of a high-performance board ndash people methodology and process The Sirdar Group ensures the foundation of the board through the selection of the right directors for the specific circumstances occurs Through

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 36: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

362019-2020 copy Sirdar Group Cape Town South Africa

understanding an individualrsquos commercial astuteness to testing their natural energy and ensuring their governance knowledge The Sirdar Group makes sure the right people are appointed to the team

And the third value-adding step is guiding the board on its journey of success and growth

To complete the picture The Sirdar Grouprsquos unique methodology to create and sustain high-performance boards blends best practice thinking holistic governance models the practical application of governance principles the provision and performance management of independent non-executive directors and a team to guide the board This delivers real value to the companies with which we are involved and we see an immediate positive impact as well as an increase in sustained profitability and value in the businesses in which we work It is how we deliver impactful and meaningful economic growth

Firdows Thebus Head of Educate

Carl Bates Chief Executive

Roger hitchcock Senior Partner

Tim holmes Senior Partner

Kieron McRae Head of Guide

Farah Esmail Head of Sirdar Kenya

Catherine Engmann Head of Sirdar Ghana

Beverley hancock Head of Appoint

Anthony Swart Head of Growth

Jenny Scheffers Marketing Specialist

The Sirdar Team

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 37: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Expedition PartnersThe Sirdar Group wishes to thank the following expedition partners who supported and promoted this survey in 2019 Without your support the survey would not have achieved the reach it did Thank you

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 38: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

2019-2020 copy Sirdar Group Cape Town South Africa

38

Institute of Directors Mozambiquewwwiodmzcom

Institute of Directors Nigeriawwwiodnigeriaorg

Cape Chamber ofCommerce and Industrywwwcapechambercoza

Family Business Association ofSouthern Africa (FABASA)

wwwfabasacozaLeading Women of Africa

wwwleadingwomenofafricacomJack hammer

wwwjhammercoza

Contribution Compasswwwcontributioncompasscom

young Presidentsrsquo organization Lagoswwwypoorg

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 39: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Resources and Bibliography

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online

Page 40: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

402019-2020 copy Sirdar Group Cape Town South Africa

Bizcommunity 2019 Lack of diversity The elephant in the boardroomAccessed httpswwwbizcommunitycom Article196820190351html

Barlow J 2016 Best Practices for Board Evaluations Accessed httpswwwboardeffectcomblogbest-practices-for-board-evaluations

Deloitte 2019 Diversity in the Boardroom Perspectives and practicesAccessed httpswww2deloittecomcontentdamDeloittezaDocumentsgovernance-risk-complianceZA_Board_Diversity_Full_ArticlePDF

Governance Today 2019 What is the optimum Board size Accessed httpswwwgovernancetodaycomGTArticlesWhat_is_the_optimum_Board_sizeaspx

KPMG 2016 King IV Summary Guide Accessed httpsassetskpmgcontentdamkpmgzapdf201611King-IV-Summary-Guidepdf

Segal T 2020 Evaluating the Board of Directors Investopedia Accessed httpswwwinvestopediacomarticlesanalyst03111903asp

Sonnenfeld J 2002 What Makes Great Boards Great Harvard Business ReviewAccessed httpshbrorg200209what-makes-great-boards-great

The Boardroom Africa 2019 The Boardroom Africa releases latest research on boardroom gender diversity in AfricaAccessed httpsmediumcomaccelerating-gender-diversity-in-the-boardroomwomenonboard2019-2407b8dd1c61

The Sirdar Group 2018 Africarsquos First Non-Executive and Independent Directorsrsquo Fees Performance and Diversity Survey for Privately-held and Family Businesses Accessed httpssirdargroupcomwp-contentuploads201810sirdarsurveyreportpdf

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+233 302 201 579

ghanasirdargroupcom

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southafricasirdargroupcom

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globalsirdargroupcom

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Connect with us online

Page 41: Africa’s Non-Executive and Independent ... - Sirdar Group...The Sirdar Group focuses on educating, appointing and guiding high-performance boards across the African continent. In

Contact us today

Cape Town - South Africa

13 Bell CrescentWestlake Business ParkCape Town 7945

+27 21 276 0540

southafricasirdargroupcom

Accra - Ghana

1 Watson Avenue Adabraka Accra 23321 Ghana

+233 302 201 579

ghanasirdargroupcom

Johannesburg - South Africa

The Woodlands Office Park 2nd Floor Building 13Woodmead Sandton

+27 21 276 0540

southafricasirdargroupcom

Wellington - New zealand

PO Box 23-100WellingtonNew Zealand

+64 21 242 9383

globalsirdargroupcom

Nairobi - Kenya

1st Floor Rivaan Centre Muguga GreenNairobi

+254 728 202 681

kenyasirdargroupcom

Connect with us online