Corporate Governance

Expressing our view

Governance Engagement Approach

DWS relies on the active dialogue with investee companies in order to support positive transformation. We have identified 3 topics and sent letters to the management to explain our concrete corporate governance expectations. Based on these requirements, we design further engagement steps and also define escalation levels. We regularly report the results of our corporate governance activities in our Active Ownership Report.

Engagement Letter 2021

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 more than 220 companies from various industries worldwide in June 2021.

  • Analysis focuses on Scope 1 and 2 emissions, climate transition risk rating, and Climate Action 100+ Net Zero Benchmark constituents

Net-Zero Letter: June, 2021

Thematic engagement: Climate change in the energy sector

Climate change and the risks arising from it were one of our focus areas in 2020 and will remain focus also in 2021 and beyond. In particular, we expect energy companies facing substantial climate and transition risks and/or are seriously violating internationally recognized ESG standards to significantly increase their efforts to set ambitious and material ESG targets and to transparently and understandably outline their strategy in this regard.

  • Letter sent to 53 international companies in the energy sector in December 2020.

  • Analysis focuses on climate change risks and violations of international standards

Climate Change Letter: Dec, 2020

Thematic Engagement: Nuclear Weapons

Companies that are potentially involved in the production of nuclear weapons received our letter, requesting a clear disclosure about the level of involvement and on how a potential involvement would be handled in the future. Bilateral discussions have already begun based on our engagement letters and will continue in 2021 and beyond.

Nuclear Weapon Letter: June, 2021

DWS ESG engagements and proxy voting activities 2020

In 2020, DWS participated in various industry initiatives and dynamic discussions with investee companies and substantially increased the number of engagements over the course of the year. The focus lay on board oversight, material sustainability issues as well as executive compensation and capital decisions.

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" We are convinced that governance remains the key element for unlocking the potentials and overseeing the risks arising from the environmental and social dimensions of sustainability.

Nicolas Huber Head of Corporate Governance

Our involvement in annual general meetings

Considering the current restrictions on public meetings in the context of COVID-19, many of this years’ annual general meetings will take place online, without the physical presence of shareholders. 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
    • 50% or more 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
    • a direct and clear responsibility on ESG matters should be assigned to a director in the board
    • The ESG performance assessment by external rating agencies influences DWS’s voting decisions on re-elections and the discharge of the Board of directors
  • 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
  • Integration of material ESG linked performance indicators into the remuneration of board members
  • Relevant peer /pay comparison should be considered
  • 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

ESG Issues

  • Consideration of international standards regarding the ESG disclosure (e.g. TCFD, SASB, GRI, IIRC, SBT

  • Compliance with international standards and frameworks, such as: CERES-Principles, UN Principles for Responsible Investments (PRI), UN Global Compact, OECD Guidelines for Multinational Corporations, Cluster Munitions Convention und der UN Sustainable Development Goals (SDGs), the Carbon Disclosure Program (CDP), ILO-Norms, Human Rights, Modern Slavery Act Consideration of severe ESG controversies in our voting decisions when it comes to the re-election or the discharge of directors
  • The ESG performance assessment by external rating agencies influences DWS`s voting decisions on re-elections and the discharge of the Board of directors
  • Support of relevant ESG-related shareholder proposals

Governance Expertise and Content Development

 
  • Dedicated Corporate Governance Center of the Chief Investment Office with a strong expertise on governance topics (e.g. Board Composition, Executive Remuneration, Equity Issuance)
  • More than 25 years of experience in governance matters (first AGM attended in Germany in 1994)
  • Quality-driven proxy voting process with a thorough analysis by DWS’s Corporate Governance Center and discussions with the analysts/portfolio managers
  • Strong positioning of DWS’s governance understanding and interests in the relevant international:
    • working groups (EFAMA CG Working Group, BVI CG Working Group)
    • commissions (DVFA CG Commission)
    • networks (ICGN, Ceres)
  • Review of local stewardship codes, national and international regulations and EU directives on corporate governance matters
 

Reporting and Communication

 

Fulfilling our fiduciary duty

Voting highlights 2020:

  • 2,355 meetings voted in 59 markets globally, representing 86% of our equity assets under management.
  • 24% of the vote casts were voted against management recommendation (regarding director, auditor, executive remuneration issues etc.)
  • 450 dedicated engagements held with companies via meetings/calls.
  • Yearly governance engagement letter sent to 1,300 investees globally with key expectations and new policy
  • In 102 engagements we discussed the topic of climate change 52% of our governance engagements were related to executive compensation
  • in 32 engagements the focus was on Human Rights

Client Focus

 

Corporate governance services by the dedicated Corporate Governance Center of DWS are offered also to institutional clients on request, including but not limited to the following:

  • review and monitoring of relevant stewardship codes as to ensure our institutional clients are compliant with the principles 
  • exercise of voting rights with a dedicated Corporate Governance and Proxy Voting Policy and a quality-driven voting process
  • dedicated governance engagement with portfolio companies
  • tailored reporting
 

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.

Voting advisors publish information annually:

 

Corporate Governance & Proxy Voting Policy

 

Active Ownership Engagement and Proxy Voting Report 2020

 

Engagement Policy

 
  1. Methods and models used and main sources of information
    (DWS Corporate Governance & Proxy Voting Policy, p. 8)
  2. Quality management
    (DWS Corporate Governance & Proxy Voting Policy, p. 8)
  3. Potential conflicts of interest
    (Engagement Policy, p. 7)
  4. Qualification of employees
    (DWS Active Ownership Engagement and Proxy Voting Report, p. 38)
  5. Consideration of national market conditions as well as legal, regulatory and company-specific conditions
    (DWS Corporate Governance & Proxy Voting Policy, p. 8 und 9)
  6. Essential elements of the voting policy pursued for the individual markets
    (DWS Corporate Governance & Proxy Voting Policy, p. 9 ff., Japan p. 24)
  7. Discussions/engagements with affected companies and stakeholders
    (DWS Active Ownership Engagement and Proxy Voting Report)

Voting results

Corporate Engagement Process

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

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