Hong Kong Board Pay Gap Hits 2,000-Fold, Raising Governance Red Flags

Hong Kong independent directors face extreme 2,000-fold pay disparity, raising governance concerns. New Stock Exchange reforms cap tenure and limit board positions to address overboarding issues.

Hong Kong Board Pay Gap Hits 2,000-Fold, Raising Governance Red Flags

Independent non-executive directors at Hong Kong-listed companies faced a staggering 2,000-fold pay gap in 2024, with the highest earner receiving US$1.67 million while the lowest took home just US$867.94, according to a survey by the Hong Kong Independent Non-Executive Director Association (HKINEDA) covering more than 2,600 companies.

The extreme disparity far exceeds international benchmarks and raises questions about board governance quality across one of Asia's most important financial markets. By comparison, director retainers at US S&P 500 companies varied by a factor of just 12 in 2024, ranging from US$28,000 to US$360,000, according to recruitment firm Spencer Stuart.

Pay Extremes Highlight Governance Risks

United Company Rusal, Russia's largest aluminium producer, employed Hong Kong's highest-paid independent non-executive director (INED) at US$1.67 million. At the opposite end, Haina Intelligent Equipment International, a Fujian-based manufacturer of automated machinery for disposable hygiene products, paid its lowest INED just 6,000 yuan (approximately US$868).

The top 10 INED earners averaged HK$4.34 million (US$555,333), which is 202 times higher than the bottom 10 earners' average of HK$21,466, HKINEDA's survey found.

"Too wide of a disparity may indicate quality issues with attracting talent in the case of low fees, or a lack of independence if fees are too high," said Robert Lee Wai-wang, Hong Kong lawmaker for financial services. "Striking a proper balance helps companies attract suitable personnel to join boards."

Market Context and Reform Efforts

The compensation crisis emerges as Hong Kong implements new governance rules to address longstanding concerns about board effectiveness. The Hong Kong Stock Exchange introduced regulations capping INED tenure at nine years with a three-year cooling-off period and limiting directors to six listed company board positions, taking effect after 2028 annual general meetings.

These reforms target overboarding issues affecting more than 120 directors serving on five or more boards in 2024. The changes received 69% investor support, signaling strong shareholder concern about directors' ability to provide adequate oversight when juggling multiple commitments.

PwC's 2023 review of Hong Kong boards documented similar extremes across different listing segments, with Main Board compensation ranging up to HK$13 million at the high end and just HK$390 at the low end, confirming the disparity extends throughout Hong Kong's market structure.

Regional Compensation Comparison

Hong Kong's overall INED compensation baseline remains substantially lower than other developed markets. Spencer Stuart's 2023 Hong Kong Board Index reported average INED pay of US$99,000 with three to four percent year-over-year growth, approximately three times lower than US and Swiss averages.

The conservative compensation environment reflects broader market conditions. Hong Kong salary budgets remained flat at four percent average increases for 2024, matching 2023 levels, with 37.7% of organizations reporting lower budgets due to inflation and cost management pressures.

Meanwhile, Hong Kong's attrition rate reached 14.1% in 2024, driven partly by emigration, creating talent challenges that compound difficulties in attracting qualified board members at competitive rates.

The governance improvements have not extended uniformly to INED compensation structures. While executive pay has evolved toward performance-linked models, with 51% of equity plans now incorporating individual performance targets (up from 16% previously), board-level accountability frameworks remain inconsistent across Hong Kong's listed company landscape.


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