{"id":50088,"date":"2024-08-10T08:34:19","date_gmt":"2024-08-10T12:34:19","guid":{"rendered":"https:\/\/allianceadvisors.org\/?p=50088"},"modified":"2025-03-17T14:51:30","modified_gmt":"2025-03-17T18:51:30","slug":"2024-germanys-sdax-agm-season-review-key-takeaways","status":"publish","type":"post","link":"https:\/\/allianceadvisors.org\/es\/2024-germanys-sdax-agm-season-review-key-takeaways\/","title":{"rendered":"2024 Germany\u2019s SDAX AGM Season Review – Key Takeaways"},"content":{"rendered":"
For the German small-cap index (“SDAX<\/strong>”) Alliance Advisors has analyzed all available voting results for AGMs held between 1 January 2024 until 31 July 2024, for all cases where also the recommendations from ISS and Glass Lewis were available. Where applicable, we also excluded non-Germany incorporated companies, as the voting guidelines<\/a> and expectations from investors and proxy advisors can be different.<\/p>\n This meant that we could compare the voting results of 58 companies for the purposes of this report.<\/p>\n A total of 59 directors have been (re-)elected to the supervisory board at the observed SDAX companies.<\/p>\n Within the observed companies, we have found eight relevant shareholder proposals. This means that these agenda items have been put on the agenda not by the management, but on shareholder request and a vote has been casted and\/or disclosed.<\/p>\n Only one company had a virtual-AGM related item on their agenda.<\/p>\n Authorizations limited up to two years<\/strong> were a common standard in 2023. Therefore, for the 2025 AGM season, it can be expected that many German companies will ask their shareholders<\/a> to support a renewal of their authorization to hold virtual meetings, too. As already shown in 2023 – and according to our conversations with investors – mainly German and French investors will again oppose such as a matter of principle.<\/p>\n Interestingly, overall, our research for Austria showed investors to be less rigid.<\/p>\n The discharge voting has an outstanding importance in Germany. First, the supervisory board members are not elected on an annual basis. Second, the management board members are appointed, but not elected. Thus, at companies where shareholders are dissatisfied, they may opt to use this instrument to express it through a negative vote.<\/p>\n We have separated the analysis for bundled and individual discharge of each board<\/strong>.<\/p>\n Within our analyzed SDAX group of 58 companies, eleven (=19%<\/strong>) are Kommanditgesellschaft auf Aktien (”KGaA<\/strong>”). The KGaA is a hybrid legal form, which has elements from both, a limited partnership and a stock corporation. For them, the authority and scope for influence of the supervisory board of a KGaA is limited in comparison to a supervisory board of a pure stock corporation. The general partner instead has a lot of the competencies which a supervisory board normally has.<\/p>\n In the past, we have observed that this multiple board setup can be confusing for international institutional investors. Negative votes against KGaA’s supervisory boards maybe sometimes should have fallen to the general partner, as the matters criticized were often under their influence or responsibility.<\/p>\n So, we asked the question if the discharge voting for a company’s supervisory board was higher or lower relative to the discharge voting of their general partner.<\/p>\n Shareholders are becoming more engaged and vocal, demanding transparency, accountability, and alignment with their expectations on issues like compensation<\/a> or board diversity. Companies need to adapt by enhancing transparency, demonstrating strong corporate governance<\/a>, and addressing shareholder concerns to maintain investor support. Boards play a crucial role in this process and are expected to proactively form a relationship with the relevant stewardship<\/a> teams prior to the next Shareholder Meeting<\/a> Season.<\/p>\n Whilst some institutional investors will only file their voting behaviour from votes submitted at Shareholder Meetings in 2024 in late Q3 of 2024, we anticipate that the engagement efforts of German corporates will have to address these concerns. The aim needs to be to provide further transparency and explanatory information to prove that the feedback of investors has been heard and incorporated.<\/p>\n<\/div>\n<\/div>\n If you would like to receive our suggestions on how to tackle your shareholder dissent prior to your next Shareholder Meeting, please contact us<\/a>.[\/vc_column_text][\/vc_column][\/vc_row][vc_section css=».vc_custom_1716540341709{padding: 20px !important;background-color: #f1f1f1 !important;}»][vc_row][vc_column][vc_column_text css=»»]Alliance Advisors has built a team of industry specialists with deep experience relating to all our product lines. If you would like to receive a copy of our reports and reviews in future, please enter your details in the form below.[\/vc_column_text][\/vc_column][\/vc_row][vc_row][vc_column]Executive Remuneration-Related Items<\/span><\/h3>\n
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Virtual AGMs<\/span><\/h3>\n
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Discharges of Management & Supervisory Board Members<\/span><\/h3>\n
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The Kommanditgesellschaft auf Aktien<\/span><\/h3>\n
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What is next?<\/span><\/h3>\n