Board Compensation Design

What should your directors be paid? Answer with evidence, not anecdotes

We design director remuneration frameworks that are benchmarked against real market data, differentiated by role and workload, compliant with your code, and defensible in front of any shareholder.

Our members, alumni and clients come from iconic organizations

NHS Google Amazon PwC HSBC Apple Majid Al Futtaim Ahlibank
Why It Matters

Director pay set by anecdote invites every problem it was meant to avoid

Most boards set director fees by informal reference: what a fellow chair mentioned, what the company has always paid, what nobody objected to. The result is predictable: underpaid boards that can't attract the independent talent their composition plan calls for, or packages that surprise shareholders at the AGM with no benchmark to defend them.

This is acute in the GCC, where reliable director-fee data is scarce and regulatory caps (such as UAE rules linking board remuneration to net profit) add constraints international benchmarks ignore. A defensible framework needs regional evidence, role-weighted structure, and documentation your shareholders can interrogate.

3+
data lenses per benchmark: regional peers, international comparators, and role/workload analysis
10%
of net profit, the statutory cap on aggregate board remuneration for UAE listed companies
UAE Commercial Companies Law
5
components structured: base fee, chair premium, committee fees, attendance, and benefits policy
What You Get

A remuneration framework you can defend line by line

Every engagement is scoped to your board after a short brief, no off-the-shelf documents, no generic templates.

Director fee benchmark report

Role-by-role benchmarking against regional and international comparators, screened for size, sector and ownership model, with sources documented.

Fee structure design

Base fees, chair and committee-chair differentials, committee membership fees, and attendance policy, weighted by actual workload, not title alone.

Regulatory compliance check

Alignment with your jurisdiction's rules: profit-linked caps, disclosure requirements, shareholder approval thresholds, flagged and documented.

Shareholder approval pack

The board resolution, AGM agenda item and disclosure language, drafted and ready for your legal counsel's review.

Contribution-linked options

Where appropriate: how to reflect exceptional workload (transactions, crises, transformations) without compromising independence.

Review cycle design

A defined cadence and triggers for future reviews, so fees never again drift years behind market or workload.

How It Works

A clear process, designed around your board's calendar

We keep demands on director time deliberately light. Most of the work happens between meetings, not in them.

1

Brief & data gathering

We take the brief from your chair or remuneration committee and gather current fees, workload data, and governance documents.

Week 1
2

Benchmarking

We build the comparator set and benchmark every role (chair, SID, committee chairs, members) across regional and international data.

Weeks 2-3
3

Framework design

We design the fee structure and test scenarios against your regulatory caps and shareholder optics.

Week 4
4

Committee session

We present findings and the recommended framework to your remuneration or nomination committee and refine based on their direction.

Week 5
5

Approval support

Final framework plus the board resolution and AGM documentation, ready for counsel and shareholders.

Week 6
Our Approach

The GBI FairBoard™ Method

Director pay has to satisfy four constituencies at once: directors, shareholders, regulators and future candidates. Our method tests every recommendation against all four.

01

Benchmarked

Grounded in documented regional and international comparator data, never anecdote.

02

Role-weighted

Differentiated by real workload: chairing, committee load, meeting cadence and special situations.

03

Compliant

Tested against statutory caps, disclosure rules and approval requirements in your jurisdiction.

04

Defensible

Documented so thoroughly that any shareholder question at the AGM has a written answer.

Free Download

The GCC Director Remuneration Briefing

A concise briefing on how director fees are structured across the GCC: fee components, committee differentials, regulatory caps by jurisdiction, and the questions shareholders now ask.

  • How GCC director fee structures are typically built, role by role
  • Regulatory caps and approval requirements by jurisdiction (UAE, KSA, Qatar)
  • The 7 questions institutional shareholders ask about board pay
  • Fee review triggers: when your framework is officially out of date

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Who Leads This Work

Advisory led by practitioners, not theorists

Wassim Karkabi, Founder and Executive Chairman, Global Board Institute

Wassim Karkabi

Founder & Executive Chairman, Global Board Institute

Wassim advises boards, chairs and shareholders across the GCC and internationally on governance, board effectiveness and director development. He leads every advisory engagement personally, supported by GBI's global faculty of experienced chairs and directors.

“We went to the AGM with a benchmark report behind every number. The remuneration item passed in four minutes. It used to take forty.”

Remuneration committee chair, listed company
Common Questions

Frequently asked questions

Where does your benchmark data come from?

We combine published disclosures (annual reports, AGM materials, governance reports), reputable published surveys, and GBI's own regional engagement experience. Every data source in your report is documented, and we are explicit about confidence levels where regional disclosure is thin.

Can you handle UAE profit-linked remuneration caps?

Yes. Designing within statutory caps such as the UAE's profit-linked limit on aggregate board remuneration is core to our GCC work, including structures for years when profits are low and fee alternatives that remain compliant. Final legal sign-off always sits with your counsel, and we prepare the material they need.

Do you cover executive pay too?

Our focus is board and committee remuneration for non-executive roles. Where an engagement needs executive pay analysis, we say so plainly and can work alongside your compensation consultant rather than pretending to replace them.

Should director pay be linked to performance?

For non-executives, performance-linked pay can compromise independence, and most codes discourage it. We generally recommend workload-linked structure instead, and where clients want contribution recognition, we design it to survive regulator and investor scrutiny.

How often should fees be reviewed?

Every two to three years, or on trigger events: major strategy change, significantly increased committee load, or difficulty attracting candidates at current fees. The framework we deliver includes your review cycle.

How is the engagement priced?

By scope: number of roles, entities and jurisdictions benchmarked. Fixed proposal after a short brief. Book a call to start.

Put a defensible number on every seat at your table

Book a consultation. We will review your current fee structure against the market and tell you honestly whether a full review is warranted.

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