Corporate Governance

Expressing our view

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 Deutsche AM’s Corporate Governance Center and discussions with the analysts/portfolio managers
  • Strong positioning of Deutsche AM’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 [2]

2017 highlights:

  • 757 meetings voted in 42 markets globally, representing 70% of our equity assets under management [3] and an increase of 33% compared to 2016
  • 21% of the votes cast were voted with an “Against” (regarding director, auditor, executive remuneration issues etc.)
  • 81 dedicated governance engagements held with 71 companies via meetings/calls on 130 governance topics
  • Yearly governance engagement letter sent to 651 investees globally with key expectations and new policy
  • 34% of our governance engagements were related to board composition and transparency
  • 31% of our governance engagements were related to executive compensation
 

For more information, please refer to the Proxy Voting and Governance Engagement Report for 2017 below.

 

Proxy Voting and Governance Engagement Report

 
 

Client Focus

 

Corporate governance services by the dedicated Corporate Governance Center of Deutsche AM 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
 

Voting

Germany

Germany

Luxembourg

Luxembourg

U.S.

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

2. All data refers to the equity holdings of the following legal entities: Deutsche Asset Management Investment GmbH, Deutsche Asset Management International GmbH, Deutsche Asset Management S.A., Luxembourg SICAVs, Deutsche Asset Management S.G.I.I.C., S.A.

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