„Sustainability is part of risk management“
Ms Rothacker, Ms Schroeder, in Union Investment's latest corporate governance ranking, the average score in the Dax has remained fairly stable, even though you have set somewhat stricter requirements. Have companies reacted quickly?
Rothacker: Companies always react to new requirements with a certain delay. The result reflects the fact that individual companies have significantly improved their corporate governance. However, there have also been significant deteriorations, so that the overall average score of 2.8 in the Dax in 2024 has remained roughly at the previous year's level, which was 2.7.
Who are the promoted and relegated companies?
Rothacker: Merck, Beiersdorf and Deutsche Telekom are the biggest climbers. Vonovia, SAP and MTU saw the biggest falls.
Infineon is top of the class this time. How did the company score its points?
Rothacker: Infineon presents the skills profile of the Supervisory Board very transparently. It is clear how the competences ascribed are reflected in the CVs of the board members. We very much welcome it when companies actively establish a link between CV and expertise. This makes the assessment of supervisory board members much easier. Unfortunately, only a few companies offer this, but Infineon is a role model here.
We were positively surprised that the discharge rates of supervisory board members at annual general meetings have increased.
Vanda Rothacker, Union Investment
Are there any other plus points?
Rothacker: Infineon also impresses with the broad independence of its Supervisory Board, which also applies to the Chairman and the Audit Committee. The remuneration structures are transparent, and there is no accumulation of positions on the Supervisory Board.
Overboarding and the independence of supervisory boards remain a constant source of poor governance?
Rothacker: Unfortunately, yes. Nevertheless, we are seeing slight improvements across all companies with regard to the issue of independence, for example in the appointment of the chair of the Remuneration Committee. There has also been a slight improvement in the accumulation of directorships, but it is still too great. We were positively surprised that the discharge rates of supervisory board members at annual general meetings have increased. Overall attendance at meetings is also higher than in previous years. In addition, there were no requests for special audits last year. More and more companies are setting up sustainability committees and committing to a biodiversity policy.
So there is lots to be positive about?
Rothacker: Companies are making progress, but still too slowly. The issues have been known for a long time, but implementation is dragging on.
Unfortunately, many board members are still of the opinion that a supervisory board position in their company is only an option for them if they take over the chairmanship of the board.
Carola Schroeder, Union Investment
The proxy advisor ISS has caused a stir with its new stipulation that former CEOs should generally not be allowed to take over the chairmanship of the supervisory board – regardless of whether they have had a cooling off period or not. Do you support this stance, which goes against German regulations?
Schroeder: Unfortunately, many board members are still of the opinion that a supervisory board position in their company is only an option for them if they take over the chairmanship of the board. If this is not the case, they reject the nomination. From our perspective, independence is always to be welcomed. However, our policy is aimed at the entire board. We demand that more than half of the shareholder bank is made up of independent individuals.
So in the view of Union Investment, the Chair of the Supervisory Board could not be viewed as independent in this instance?
Schroeder: An independent chairmanship of the Supervisory Board is our wish, but it is not a knock-out criterion. There may be reasons why very suitable candidates who are highly qualified for the position are the right choice, even if they do not fulfil certain independence criteria. This can be justified in individual cases as long as there is sufficient independence on the board as a whole.
Are there issues outside the supervisory board where companies have generally deteriorated or look bad?
Schroeder: In our view, a key shortcoming is the insufficient proportion of women on the Executive Board and the two management levels below it. Only 13 companies in the Dax achieve a 30% share of women on the Executive Board. Only eight companies show this ratio in the two management levels below. This is unsatisfactory, as such low percentages will not build up a pool of candidates. We believe that a threshold of 30% is necessary for the diversity criteria to lead to the desired result.
You also use the ranking for dialogue with companies. Do you get the attention you need in the dialogue, or is corporate governance now more of a commodity in companies?
Rothacker: The ranking is still very helpful in discussions with supervisory boards. Many companies come to us after publication to discuss the results – regardless of whether they have done well or badly. They get the critical points in black and white, which is very popular. During the year, the ranking helps us as a team because we can make a well-founded assessment of the sticking points and successes at any time.
Virtual annual general meetings are generally viewed critically by investors. More Dax companies have recently agreed to switch more frequently between in-person and online AGMs. Is this acceptable from your point of view?
Rothacker: The virtual AGM is still not our preferred format. However, we think it is good that there is movement on the topic and that companies want to switch on certain occasions. This should facilitate discussions about the format, after the fronts have hardened considerably in recent years. However, promises must also be kept.
It would be very much to be hoped that companies will finally dare to use the hybrid format.
Vanda Rothacker, Union Investment
On what occasions do you consider the face-to-face format of shareholder meetings to be essential?
Rothacker: In the case of supervisory board elections, changes to management board remuneration, structural changes or capital resolutions, there should definitely be an exchange in-person. It would be very much to be hoped that companies will finally dare to use the hybrid format.
Following the two pioneers Alzchem and Gea, there hasn't been much take-up on Say on Climate. Bayer has backpedalled and has not put the vote on the Climate Plan 2025 on the agenda after all. Would you like to see more initiative from companies here?
Schroeder: We will continue to call for this. We are clearly positioned here and believe it makes sense for companies to present their transformation plans to shareholders.
You don't understand why companies like Bayer are more cautious after the change of policy in the USA and the change of heart of US investors?
Schroeder: The USA is certainly taking a very different approach to climate protection than Europe. Companies with a larger US presence are now acting somewhat more cautiously, in anticipatory obedience, so as not to suffer any disadvantages. However, this does not diminish the relevance of the issue. Climate change continues to progress and must be limited.
There is also a shift in the USA when it comes to diversity. Is it acceptable for European companies to follow this change of heart in their US units and adapt ESG targets?
Schroeder: No. Sustainability is part of risk management. Diversity is not a fashionable topic. It has been proven that mixed teams are more successful. Some companies that reject climate targets are already at risk of no longer receiving insurance cover. Such developments confirm our position that we should stick to ESG. Of course, you have to bear in mind that companies can also expose themselves to risk if they become too heavily involved in the topic. Overall, however, the topic remains relevant in terms of opportunities and risks.
The risk of losing business as a diversity advocate in the USA is considered high by some companies.
Schroeder: It is of course important that companies act in a legally compliant manner. At the same time, we consider the developments in the USA to be worrying. It is to be hoped that only the packaging and terminology will change, but the content will remain the same.
Armaments are necessary, but not sustainable.
Carola Schroeder, Union Investment
In view of the geopolitical risks, some asset managers are now including defence stocks in sustainable funds. What is Union Investment's position?
Schroeder: We have taken a different decision and continue to follow the principle that armaments are necessary, but not categorised as sustainable. We only invest in defence stocks in conventional funds, but not in sustainable funds. Clarity and truth are very important to us in this area. The customer can decide in favour of or against sustainability. If they decide in favour, the fund must also be sustainable. The defence industry gets enough money through conventional funds.