Corporate Governance

Our Corporate Governance activities are an integral part of our investment process and go beyond the fiduciary duty to exercise our voting rights. As fiduciary, we act independently and solely in the best interest of our client investors. We believe that good Corporate Governance is an important source of higher relative shareholder returns on equity investments^[1] in the long-term.

Going beyond

fiduciary duty

to exercise our voting rights

" Corporate governance has been a key element of our investment process for more than 20 years. We engage closely with our investees and have developed a comprehensive and distinctive corporate governance philosophy.

Nicolas Huber Head of Corporate Governance

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
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
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 view critically any 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
We support proxy access proposals, given that they are structured in a manner that does not contradict the shareholder interests

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

ESG Issues

Key requirements on companies regarding the disclosure and management of ESG issues
Consideration of company-specific ESG controversies and their materiality as part of the analysis (with a possibility of a negative vote on the discharge of directors)
Evaluation of ESG-related shareholder proposals on the basis of recognized standards, i.e. The Ceres Roadmap for Sustainability, The Ceres Blueprint for Sustainable Investing, the Sustainability Development Goals and the UN Global Compact

Corporate Governance & Voting Policy

Proxy Voting and Governance Engagement Report

Statement of Compliance with the Stewardship Code

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 20 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 2019:

2,043 meetings voted in 57 markets globally, representing 78% of our equity assets under management.
21% of the vote casts were voted against management recommendation (regarding director, auditor, executive remuneration issues etc.)
250 dedicated governance engagements held with 240 companies via meetings/calls.
Yearly governance engagement letter sent to 1,200 investees globally with key expectations and new policy
26% of our governance engagements were related to board composition and transparency

24% of our governance engagements were related to executive compensation
29% of our governance engagements were related to ESG risk an management

Client Focus

Corporate governance services by the dedicated Corporate Governance Center of DWS are offered also to institutional clients on request, including the following, among others:

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

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:

Questions Zalando AG (German only)

Questions Deutsche Telekom AG (German only)

Questions BASF SE (German only)

Questions K+S (German only)

Questions SAP SE (German only)

Questions Bayer AG (German only)

Questions Beiersdorf AG (German only)

Questions Lufthansa AG (German only)

Questions Allianz SE (German only)

Questions BMW Group AG (German only)

Question Enel S.p.A.

Questions E.ON SE (German only)

Question Exxon

Voting results

Germany

Luxembourg

U.S.

Governance Engagement Approach

We follow a stringent step-by-step approach in order to engage with our portfolio-companies. Engagements are documented and monitored constantly.

Engagement letter

^1. For our debt investments and related bondholder meetings, a dedicated and separate process is set up and managed by the Fixed Income Platform of DWS in order to avoid any potential conflicts of interests

Corporate Governance

Corporate Governance Services