Non-Executive Director Remuneration Benchmarks for ASX Companies: What Peers Are Paying and Why

When an ASX board reviews non-executive director (NED) fees, it is tempting to begin with a question about the market median. That number is useful, but it rarely tells the full story. The more valuable question is whether the board is comparing itself with companies that have similar responsibilities, scale and governance demands.

A look at FY2026 disclosures from major ASX companies shows meaningful differences in chair, ordinary director and committee fees. Those differences are not necessarily evidence that one board is overpaying or another is underpaying. They are a reason to examine the peer group and fee structure before making a recommendation.

What are ASX companies paying non-executive directors?

The following figures are annual fee schedules published for FY2026, in Australian dollars and inclusive of superannuation. They are selected large-company examples, not an ASX-wide survey or a representative market median.

Sources: Wesfarmers FY2026 Annual Report, Woolworths Group FY2026 Annual Report, Telstra FY2026 Annual Report and Coles FY2026 Annual Report.

Woolworths' ordinary NED base fee is slightly higher than Wesfarmers', yet Wesfarmers' board chair fee is substantially higher. This illustrates why chair fees and ordinary NED fees should be benchmarked separately. Annual fee schedules should also not be confused with amounts reported for individual directors, which can reflect partial-year appointments, committee fees and other benefits.

Why are NED remuneration benchmarks so different?

Scale and business complexity. Market capitalisation is a common starting point, but directors at companies of comparable size can face different demands because of acquisitions, geographic reach, operating risks, workforce size and regulatory oversight.

Peer group selection. Coles disclosed that it benchmarks against the ASX 10–40 by market capitalisation, while Wesfarmers referred to ASX 25 benchmarking when explaining its FY2026 fee adjustments. These are deliberate reference markets, not interchangeable definitions of an ASX-wide median.

Committee responsibilities. The base NED fee is only one part of the structure. Committee chairs and members can receive additional fees for specialised oversight.

Director recruitment requirements. Telstra disclosed an additional annual $40,000 payment for each of two named overseas directors from 1 July 2025, reflecting specialised telecommunications experience and the demands of offshore service. This was not a standard payment to every overseas director.

What are ASX companies paying committee chairs?

FY2026 audit-related committee fees illustrate how additional responsibilities are recognised.

These are additional scheduled annual fees, where applicable, from the same FY2026 reports. The committees have different remits, and overall board chairs may receive inclusive fees rather than separate committee payments.

Consider a hypothetical Wesfarmers NED on the disclosed FY2026 schedule who receives an ordinary base fee of $260,000 and the Audit and Risk Committee chair fee of $75,000. The combined scheduled amount would be $335,000 before considering any other applicable arrangements. That calculation is illustrative; it is not a claim about a particular director's remuneration.

Question for your board: Have your committee fees changed when committee responsibilities increased, or have you simply carried forward the previous schedule?

Are board fees increasing?

Not every board is moving in the same direction.

Wesfarmers increased its ordinary board member fee from $240,000 to $260,000 and chair fee from $825,000 to $950,000 for FY2026 after benchmarking indicated that its fees had become less competitive. It subsequently disclosed no change for FY2027.

Coles reported no increase in its board and committee fees during FY2026 following its annual review.

Woolworths reported that board chair and member fees would rise by 2% effective 1 September 2026, after the FY2026 period shown in the comparison table. This distinction matters whenever an article compares historical fee schedules with newly announced changes.

A board can therefore decide to increase fees, hold them steady or make a targeted change while still following a reasonable benchmarking process. The decision should follow the evidence rather than a fixed annual percentage assumption.

How to choose the right ASX peer group

A practical first pass is to select around 10 to 20 companies and record why each belongs. The goal is a credible comparator group, not the largest possible dataset.

Start with market capitalisation and then test industry, revenue, assets, operational complexity, geography and governance risk. A smaller regulated company might need directors with expertise comparable to those of a considerably larger organisation, while a geographically concentrated business might have a simpler board workload than a similarly sized international group.

Prepare a peer selection table using these columns:

Once the disclosures are normalised, calculate the 25th percentile, median and 75th percentile separately for base NED, board chair and relevant committee fees. A percentile calculated from four selected examples is not an appropriate substitute for a properly constructed market reference group.

What should a board do if it pays below the median?

First ask whether the comparison is valid. If the peer group is appropriate and the gap is meaningful, consider recruitment difficulty, increased responsibilities and the time since the last fee review. An organisation does not automatically need to match the median, particularly if its size and governance demands sit toward the lower end of its peer group.

Instead of recommending a blanket increase, present three scenarios: no change, targeted adjustment for specific roles, and a phased movement towards the agreed market position. Show the total annual cost of each scenario, including relevant on-costs, and compare it with the company's approved aggregate NED fee pool.

Governance and independence still matter

NED remuneration should support independent judgement rather than resemble executive incentive pay. Australian listed companies commonly rely on fixed board and committee fees, not performance bonuses for NEDs. Shareholding policies may support alignment with shareholders, but they need careful governance design.

Before changing fees, check the company's constitution, applicable Corporations Act provisions, shareholder-approved aggregate fee pool and ASX Listing Rules, including Listing Rule 10.17 where relevant. Also confirm the treatment of superannuation and any exceptions, rather than assuming every published fee amount is calculated on the same basis.

Board remuneration review: a quick checklist

• We have selected peers based on size and governance complexity, not just familiar names.
• We have checked the financial year and effective date of each disclosed fee.
• Chair, ordinary NED and committee fees are compared separately.
• Superannuation and other fee inclusions are consistent.
• We have identified outliers and special arrangements.
• Proposed changes are costed against the approved fee pool.
• The recommendation explains market positioning and any exceptions.
• Relevant approvals and conflicts have been considered.

The takeaway

ASX annual reports give boards useful, publicly available evidence about NED fees. What they do not give is a ready-made answer for every organisation. A sound benchmark reflects the work directors actually perform, tests the relevance of the peers and translates the findings into a transparent fee recommendation.

Need a defensible ASX board fee comparison? Contact Remunera for non-executive director remuneration benchmarking, tailored peer groups and board-ready reporting.