Corporate Governance

Expressing our view

Letters to Investee Companies

Each year we send out various letters to investee companies and request to have a constructive dialogue. The letters address changes to our corporate governance and proxy voting policies, as well as developments in our governance and sustainability activities or expectations on focus topics (thematic). 

We, at DWS Investment GmbH, explain our expectations of enhanced governance practices that are aimed at protecting and promoting the interests of our clients in order to fulfill our fiduciary duties.

Pre-Season Letter 2025


We at DWS Investment GmbH reiterate our commitment to fulfill our fiduciary duties in the best interest of our clients. We believe that sound corporate governance practices among our investee companies are both precondition and catalyst to achieving meaningful progress and create long-term sustainable value.

Pre-Season Letter 2024

Thematic engagement: Net-Zero by 2050


We expect companies that face substantial climate transition risks to accelerate their efforts in setting ambitious emission reduction targets and providing enhanced transparency on their roadmap towards climate neutrality.

  • Letter sent to 30 companies from various industries worldwide.

Net Zero letter 2024


We at DWS Investment GmbH (DWS) remain fully committed to fulfill our duties as a fiduciary and we aim to protect the assets entrusted to us by our clients. Therefore, we continue to promote sound, robust governance standards and responsible transformations of business models. As a global fiduciary, we regard it as our responsibility to address challenges in the market.

Pre-Season Letter 2023

Thematic engagement: Net-Zero by 2050


We expect companies that face substantial climate transition risks to accelerate their efforts in setting ambitious emission reduction targets and providing enhanced transparency on their roadmap towards climate neutrality.

  • Letter sent to 80 companies from various industries worldwide in 2023

Net Zero letter 2023

Thematic engagement: DWS Coal Policy


In line with DWS’ commitment to drive towards net zero emissions in our portfolios well before 2050, DWS introduced the DWS Coal Policy in 2023. Guided by the science-based timelines for the phase out of thermal coal under the International Energy Agency (IEA) net zero pathway, our Coal Policy outlines specific actions, including investment restrictions and engagement strategies. We expect companies with a coal share of revenues between 5% and 25% to accelerate their phase-out from coal and publish transition plans by end of 2025 at the latest.

  • Letters sent to 27 companies in the utility and coal mining sectors in December 2023.

  • Our thematic engagement activities and follow-up dialogues with these companies aim to determine whether investees are committed to phasing out thermal coal activities and to encourage them to publish credible transition plans for implementing this coal phase-out by 2025 at the latest.

Coal Engagement Letter 2023

DWS ESG engagements and proxy voting activities 2022

Our 2022 Active Ownership report provides a detailed overview of our focus on effective governance as a crucial aspect to foster good management of environmental and social risks. DWS continued engagements with investee companies held both in actively and passively managed funds, as well as fixed income issuers. Our thematic engagements on net zero, human rights and blue economy have largely continued the work that began in 2021.

Read more

Our involvement in annual general meetings

Based on our continuous corporate governance activities and in line with our fiduciary duty, we have sent the following questions to the boards of some of our portfolio companies in written form:

Corporate Governance Services

DWS Corporate Governance and Proxy Voting Policy - Core Values 

Boards of Directors

  • Qualified, experienced, diverse and independent directors are mandatory for competent boards for an efficient decision-making process and long-term sustainable company performance. We understand diversity as a broader concept that encompasses gender, age, nationality, professional background, qualifications, and tenure:
    • extended transparency requirements on directors: CVs and board meeting attendance should be disclosed on the website
    • Over 50% of the board members should be independent
    • tenure is considered as a critical factor for independence (max. 10 years)
    • mandatory age limit set by the company is supported as to ensure a regular board refreshment
    • separation of CEO and Chairman roles is supported for an appropriate balance of power and impartiality
  • Board members need to spend sufficient time and have an appropriate degree of ‘independence in mind’ in fulfilling their responsibilities as directors:
    • maximum 3 board seats for executive directors
    • maximum 5 board seats for non-executive directors

Executive Compensation

  • Transparency and comprehensibility on qualitative and quantitative performance indicators are necessary to allow sufficient oversight of remuneration systems
  • Balance between fix and variable pay and appropriateness of total pay need to be ensured
  • Regular say-on-pay should take place as an important shareholder right
  • Relevant and adequate bonus-malus and claw-back mechanisms and reasonable deferral periods for executives need to be in place as key elements of a sustainable long-term oriented compensation structure

Shareholder Rights

  • We support the ‘one-share-one-vote’ principle and do not support voting caps
  • Interests of minority shareholders should be properly considered and necessary measures should be put in place
  • We support improved reporting practices on shareholder relevant information

Auditors

  • Key elements of appropriate disclosure as the term of appointment of the lead audit partner as to demonstrate his/her independence and objectivity: max. 5 year rotation for the audit partner

  • Disclosure of the non-auditing services and the appropriateness of the related fees to validate the independence of the external auditors

  • The audit firm has to be rotated after 10 years to ensure independence and objectivity

 Corporate Governance and Proxy Voting Policy (2025)

 Corporate Governance and Proxy Voting Policy (2024)

 Corporate Governance and Proxy Voting Policy (2023)

 DWS Stewardship Report (2023)

 Active Ownership: Engagement & Proxy Voting Report (2022)

 Active Ownership: Engagement & Proxy Voting Report (2021)

 Active Ownership: Engagement & Proxy Voting Report (2020)

 

The DWS commitment to stewardship is demonstrated by the official recognition of DWS Investments UK Limited as a UK stewardship code signatory.

In order to ensure effective and efficient fulfillment of the associated obligations, the relevant processes and facilities are organized centrally and carried out by the affiliates within the DWS Group or made available to them.

 

  UK Stewardship Code Report DWS Investment UK Limited
(nur in Englisch verfügbar)

DWS commitment to Stewardship is exemplified by the recognition of the UK-entity DWS Investments UK Limited as signatory to the UK Stewardship Code. To allow for an effective and efficient fulfillment of the related obligations, relevant processes and set-ups are organized centrally and are provided by and to other entities within DWS Group.

 

  Statement of Compliance with UK Stewardship Code 2021

 

Reporting and Communication

 

Fulfilling our fiduciary duty

Highlights 2023:

  • 5,563 meetings voted across markets globally.
  • 32% of the vote casts were voted against management recommendation (regarding director, auditor, executive remuneration issues etc.).
  • 624 dedicated engagements held with companies via meetings/calls.
  • Yearly pre-season engagement letter sent to 3,700 investees globally with key expectations and new policy.
  • In 214 engagements we discussed the topic of climate change.
  • In 194 engagements the focus was on social topics like health and safety, labor management and supply chain/contractor.

Proxy Voting Advisory

Best Practice Principles for Shareholder Voting Research

In the context of proxy voting advisory, DWS Investment GmbH complies with the requirements of the Best Practice Principles for Shareholder Voting Research.

All relevant policies and reports can be found here.

  1. Methods and models used and main sources of information
    (DWS Corporate Governance & Proxy Voting Policy)
  2. Quality management
    (DWS Corporate Governance & Proxy Voting Policy, DWS Stewardship Report 2023)
  3. Potential conflicts of interest
    (Engagement Policy)
  4. Qualification of employees
    (UK Stewardship Code Report 2022)
  5. Consideration of national market conditions as well as legal, regulatory and company-specific conditions
    (DWS Corporate Governance & Proxy Voting Policy)
  6. Essential elements of the voting policy pursued for the individual markets
    (DWS Corporate Governance & Proxy Voting Policy)
  7. Discussions/engagements with affected companies and stakeholders
    (DWS Stewardship Report 2023)

Voting results

Corporate Engagement Process

We follow a stringent step-by-step approach in order to engage with our portfolio companies

*Notice:

Corporate Governance is conducted for DWS Investment GmbH, DWS Investment S.A. and for specific portfolio management mandates of DWS International GmbH.

The primary responsibility for the engagements and the exercise of voting rights outlined on this website lies with DWS Investment GmbH. To ensure an effective, efficient and consistent process, the following DWS legal entities have delegated the voting rights of their funds (in case of DWS Investment S.A.) respectively their institutional mandates (in case of DWS International GmbH) to DWS Investment GmbH:

- DWS International GmbH (applicable to mandates where the voting rights have been delegated by the institutional client)

- DWS Investment S.A

 

Reflecting our fiduciary duty to our clients, the exercise of our voting rights is made fully independent from any views or interests of our principal shareholder Deutsche Bank AG and other DWS legal entities.

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