Report: Audit Committees Meet More Often Than Others

By: Emily Chasan, The Wall Street Journal

Audit committee members are the hardest working corporate board members, and also tend to be the youngest members of corporate boards with the shortest tenures, according to a new study this week.

On corporate boards of directors, audit committees have the most committee meetings by a wide margin, whether they are small-, mid- or large-cap companies, according to a report this week from the Society of Corporate Secretaries & Governance Professionals and Ernst & Young.  The study examined governance and board practices disclosed in SEC filings of Russell 3000 companies.

At small-cap companies, audit committees met an average 7.1 times a year, while mid-cap audit committees met 7.9 times a year. Large-cap company audit committees averaged 8.9  meetings a year. By comparison, the compensation committees of these companies met 5.5 times a year on average for small caps, 6 times a year on average for mid caps and 6.4 times a year for large caps.

Nominating committees held the least frequent meetings, ranging from 3.3 times a year at small-cap companies to 4.8 times a year at large caps.

As CFO Journal has previously reported, compensation for non-employee directors at large companies has risen sharply in the past few years, as directors are said to be putting in more hours. Committee chairs often take home larger paychecks for additional work, and at the 100 largest U.S. companies audit committee chairs saw a median 33% increase in pay compared to 2011.

All board members have seen an increase in pay over the past 5 years, with director pay rising on average to $171,000 in 2012, up from $142,000 in 2007, according to the study. However, the number of meetings boards and committees hold has remained about the same over that time, with companies holding an average 8.3 board meetings in 2012, down from 8.5 board meetings in 2007. Audit committees held fewer meetings in 2012 on average, meeting 7.5 times on average last year, down from 8.7 times on average in 2007 when the financial crisis was beginning.

Audit committee members also tend to be the youngest on corporate boards with the least amount of tenure, according to the study. Audit committee members at all the companies studied were on average 62.1 years old and had a tenure of 7.9 years. Directors on compensation committees were an average 62.4 years old and had an average tenure of 8.6 years. Nominating committee members were the oldest group, with an average age of 62.7 years and an average 8.9 year tenure. Audit committee members were the youngest at small cap companies where they averaged 62 years of age.