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‘Not surprising’: GCs seeing big remuneration, bonus increases

With risk management experts in such demand for governance purposes, general counsel and company secretaries are seeing sizable remuneration increases and performance bonuses, new research has found.

user iconJerome Doraisamy 14 June 2023 Corporate Counsel
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The Governance Institute of Australia has released its annual Board & Executive Remuneration Report, which seeks to determine the current financial year (ended 30 June 2023) levels of remuneration relating to myriad executive C-suite positions as well as performance bonuses.

The report was produced by McGuirk Management Consultants, in collaboration with the Governance Institute, and surveyed 1,167 boards from across the public, private, and not-for-profit sectors, including 226 listed companies. It also draws on publicly available data.

In total, there were 91 respondents who serve as both general counsel and company secretary and 73 respondents who serve as GCs.



According to the findings, Australian professionals who serve as both GC and co sec secured an average remuneration package of $307,243 in FY23, while the median figure was $278,459. Respondents in the 90th percentile are earning an average of $448,000 while operating in both roles.

Incredibly, three GCs and co secs who responded to the survey and whose companies reported revenue of $4 billion or more have an average remuneration package of more than $797,000.

Those who serve just as GC are not too far behind: the average remuneration package for such respondents was $294,876, with a median figure of $257,500. GCs in ASX 200 companies earned far and away the most this past year, with those in the 90th percentile earning over $850,000.

Interestingly, GCs working for companies with revenue of less than $1 million reported an average salary of $375,997, beating out those whose companies that generated revenue between $800 million to $1 billion annually ($341,750).

Remuneration increases, on top of one’s fixed package, were also generous in FY23.

In survey responses to questions about remuneration increase percentages given in the last year to executive and governance positions, those who serve as both GC and co sec had an average increase of 11 per cent in the past year. GCs, on the other hand, saw an average increase of 9 per cent. The median increase for both types of professionals was 4 per cent.

The average fixed pay increases by percentage across listed, unlisted, private, NFP, and government entities hovered around the 10 per cent mark for most, however, there were two stark outliers: those serving as GC and co sec in the NFP space saw an average of 18 per cent increase in their remuneration, while GCs in private companies received an average rise of 22 per cent.

Performance bonuses

GCs, and such professionals with additional co sec duties, are also receiving significant executive bonuses in this financial year.

Such bonuses — “calculated as a performance bonus percentage of fixed remuneration achievable, not what was paid, for each executive who receives performance bonuses each year”, according to the report — are reflective of the bonus opportunity for one that reaches or exceeds all relevant performance hurdles, but not necessarily the amount of performance bonus that they will actually receive once their performance has been assessed, Governance Institute and McGuirk wrote.

More than half (48 out of 91) GCs and co secs noted they could receive performance bonuses: the median such bonus will be 20 per cent, the average is 49 per cent, and those in the 90th percentile could earn up to a 109 per cent bonus.

For GCs, just under half (35 out of 73) could receive a performance bonus: the median bonus will be 30 per cent and the average will be 34 per cent.

Across almost all sectors, GCs who also have co sec duties and are eligible for bonuses will likely receive substantially higher lump sums than such eligible standalone GCs.

The split between such professionals in government is 58 per cent versus 20 per cent; in unlisted companies, it is 39 per cent to 21 per cent; and in listed companies, the gap is 74 per cent to 47 per cent.

Reasons for big increases

In a statement provided to Lawyers Weekly, Governance Institute chief executive Megan Motto said: “Skills for professionals that can manage increasingly challenging risks in a changing regulator environment are in high demand. GCs and company secretaries are a specific skill set that organisations need to maintain good governance.

“We know there are thousands of jobs being advertised for roles like ‘risk manager’ without there being an actual job classification with this title. This report shows that the increases for these types of roles are higher than some other executive positions.

“With such a complex set of demands to navigate across organisations, it’s not surprising we’re seeing big pay rises to attract the best talent.”

Fixed pay rises of more than 10 per cent for the roles of GC, co sec, chief digital officer, and chief people and culture officer, Governance Institute noted, point to organisations focusing on recruitment in a changing regulatory environment, shifting work and organisation practices, cyber security, and digital transformation.

“Remuneration is a key factor for candidates, and with roles like co sec now on the skills shortage list, it’s not surprising we’re seeing some really big jumps in base salaries for these positions,” Ms Motto submitted.

Other findings

Elsewhere, the report found that base salaries of managing directors across ASX-listed companies rose an average of 14 per cent in the past year; CEO salaries rose an average of 15 per cent; 42 per cent of ASX-listed board directors and 71 per cent of ASX-listed senior executives received a pay rise in the last 12 months; and 51 per cent of listed CEOs were eligible to receive a performance bonus, with the average maximum bonus being 72 per cent.

Ms Motto reflected that the findings are an indication that a tight labour market and the rising cost of living are playing out at the executive level.

“These are significant increases off the back of several years of relatively small rises in fixed pay for executives,” she said.

“With AGM season looming, boards will need to have a strong narrative around their remuneration policies to stand up to shareholder scrutiny and manage reputation risks.”