Introduction

This cross-market comparison has been developed focusing on the United Kingdom and Germany, arguably two of the most sophisticated capital markets in Europe. Distinctions in specific voting guidelines and corporate governance expectations between these jurisdictions are not viewed as compromising the validity of this high-level statistical comparison.

To facilitate a robust dataset for meaningful analysis, the FTSE 100 was utilized for the United Kingdom, while a synthetic “DAX 90“ -comprising an aggregation of the DAX 40 and MDAX 50- was established to provide a comparable German peer group.

Therefore, we examined the voting activity of 15 top-tier global investors across 85 FTSE 100 and 82 DAX 90 constituents throughout 2025, with a total volume of 24,535 and 19,414 recorded investor votes, respectively. It is considered a substantial basis for evaluating voting behaviour against Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) recommendations, the two preeminent global proxy advisory firms.

Key Findings

• Within the FTSE 100 and DAX 90 indices, alignment with positive ISS recommendations appears consistently high. In the FTSE 100, twelve investors exhibit an alignment of 99% or greater, whereas ten investors attain this threshold within the DAX 90. The remaining institutional investors nevertheless maintain substantial alignment rates, ranging between 91.7% and 98.7%.
• The negative ISS recommendations reveal a starkly different landscape. The peak alignment in the FTSE 100 reaches 96%, and 88.3% in the DAX 90. Furthermore, alignment rates fluctuate significantly, descending to as low as 19.1% in the FTSE 100 and 14.2% in the DAX 90.
• Regarding positive GL recommendations, the degree of alignment across both the FTSE 100 and the DAX 90 tends to be lower. While ten investors in the FTSE 100 maintain an alignment of 99% or greater, only three investors reach this level within the DAX 90.
• Concluding with negative GL recommendations, the highest alignment within the FTSE 100 stands at 72.2%, with a notable decrease to a floor of 17.7%. In contrast, the DAX 90 exhibits a higher peak alignment of 86.3%, while the minimum alignment observed is 29%.

Deconstructing the “Blind Following” Narrative

The high degree of alignment with positive proxy advisory recommendations suggests that proxy advisory mirrors an established consensus on core corporate governance topics.

In contrast, the lower alignment with negative recommendations indicates that investors’ internal voting guidelines are less rigid and thus frequently support agenda items even when ISS and/or Glass Lewis recommend against them. This highlights a distinct misalignment between the standardized recommendations of proxy advisors and the independent stewardship policies of individual institutional investors.

The (Secret) “Decision-Maker” Narrative

The discourse surrounding proxy advisory firms frequently invokes the narrative of a “secret decision-maker,” a theme that remains a staple of both professional discussions and media coverage.

While it cannot be entirely discounted that certain individual AGMs, if viewed in isolation, might suggest that proxy advice served as the primary catalyst for a voting outcome, our empirical data appears to challenge this assumption.

From Ex-Post Observation to Ex-Ante Strategy

ISS and Glass Lewis recommendations are strong statistical indicators, but their review is essentially passive and retrospective.

While our clients already benefit from a proprietary database granular enough to track & analyse specific agenda item types, achieving success at an AGM requires moving beyond reactive damage control. By shifting the focus to a proactive analysis of individual investor guidelines, companies can bridge the ‘governance gap’ long before a proxy advisory analysis is even published.

Ultimately, a positive outcome is determined by aligning corporate decisions and the meeting agenda with investors’ expectations well in advance of the shareholder meeting.

Statistics: FTSE 100 & DAX 90 vs. ISS & Glass Lewis

Comparison of the Peers: FTSE 100 & DAX 90

The following dataset details the voting activity of the fifteen selected institutional investors alongside their disclosed utilization of ISS and/or Glass Lewis (“GL”) advisory services. This data serves as the empirical foundation for the subsequent analysis of alignment or divergence with the proxy advisory recommendations.

• Sample Size and Investor Profile: The dataset encompasses the aggregate number of agenda items voted upon by each constituent investor across both indices. For instance, Amundi recorded votes on 1,798 items within the FTSE 100 and 1,570 within the DAX 90. It appears that investors utilizing index-tracking strategies naturally exhibit a higher volume of voted agenda items. Conversely, more concentrated or selective investors, characterized by a narrower scope of investee companies, demonstrate a correspondingly lower number of voted items.
• Weighting and Distribution: Within this peer group, the total volume of votes amounts to 43,949. The FTSE 100 accounts for 24,535 of these votes (55.8%), while the DAX 90 represents 19,414 (44.2%).
• Market Variance: The higher volume observed within the FTSE 100 appears to be driven by a greater aggregate number of votable agenda items per company in the UK market, rather than being a result of investor selection. As delineated in the “Methodology & Database” section, the analysis encompasses 85 of the FTSE 100 and 82 of the DAX 90 companies, reflecting a balanced corporate peer group despite the variance in absolute vote counts.

ISS Recommendations Alignment: FTSE 100 & DAX 90

Further illustrations can be found on the heatmaps and bar charts below.

ISS + = Voting +

This dataset shows the percentage of “For” votes cast for agenda items that received a positive ISS recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive ISS recommendation.

• High Alignment: Alignment with “For” recommendations remains exceptionally high across both markets; indeed, the degree of alignment exceeds 99% in twelve instances within the FTSE 100 and in ten cases within the DAX 90.
  Market Comparison: The unweighted average alignment for positive recommendations is slightly higher in the DAX 90 (~98.8%) than in the FTSE 100 (~98.1%).
• Regional Trend: In 11 out of 15 cases, investors show higher alignment with ISS “For” recommendations in the DAX 90 compared to the FTSE 100.

ISS – = Voting –

This dataset shows the percentage of “Against” votes cast for agenda items that received a negative ISS recommendation. Any deviation from 100% occurs when an investor votes for an item despite a negative ISS recommendation.

• Low Alignment: Alignment with “Against” recommendations remains low across both markets.
  Market Comparison: In contrast to the consensus observed regarding positive recommendations, the unweighted average alignment for negative recommendations decreases substantially to approximately 41.5% in the FTSE 100 and 51.5% in the DAX 90. Furthermore, individual alignment levels exhibit significant volatility, descending to a floor of 19.1% within the FTSE 100 and 14.2% within the DAX 90.
• Regional Trend: In 10 out of 15 cases, investors demonstrate a relatively stricter adherence to ISS “Against” recommendations in the German market than in the UK.

Glass Lewis (“GL”) Recommendations Alignment: FTSE 100 & DAX 90

Further illustrations can be found on the heatmaps and bar charts below.

GL + = Voting +

This dataset shows the percentage of “For” votes cast for agenda items that received a positive GL recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive GL recommendation.
Strong Alignment : Similar to ISS, alignment with positive GL recommendations remains exceptionally high, with nearly all investors exceeding 90% across both markets.

• Market Comparison: The unweighted average alignment for positive recommendations is slightly higher in the FTSE 100 (~98.3%) compared to the DAX 90 (~96.3%).
• Regional Trend: 10 of 15 investors show a higher alignment with GL “For” recommendations in the FTSE 100 compared to the DAX 90.

GL – = Voting –

This dataset shows the percentage of “Against” votes cast for agenda items that received a negative GL recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive GL recommendation.

• Low Alignment: Alignment with “Against” recommendations is notably low across both markets.
• Significant Drop in Alignment: Consistent with the ISS data, the unweighted average alignment for negative recommendations is much lower than for positive ones, at approximately 34.1% in the FTSE 100 and 52.2% in the DAX 90. Furthermore, individual alignment levels exhibit significant volatility, descending to a floor of 16.7% within the FTSE 100 and 29% within the DAX 90.
• Regional Trend: 12 of 15 investors demonstrate a stricter adherence to GL “Against” recommendations in the German market than in the UK.

Interpreting Congruence: Why High Alignment Is Not Proof of Causation

According to a paper by Robert Matthews in 2000 titled “Storks Deliver Babies (p=0.008)”, a highly statistically significant correlation exists between stork populations & human birth rates across Europe.

As the paper showed that a high correlation does not inherently imply causality, the author noted: “While storks may not deliver babies, unthinking interpretation of correlation and p-values can certainly deliver unreliable conclusions.”

Possible Factors Influencing Voting Alignments

• Shared Best Practices: Both investors and proxy advisors frequently operate from the same global governance playbooks. Frameworks established by organizations such as the ICGN, UN PRI, and the OECD, alongside national Corporate Governance Codes, create a common baseline. Consequently, high alignments with positive proxy advisory recommendations might just reflect a shared adherence.
• Feedback Loops: ISS and Glass Lewis conduct comprehensive annual policy surveys and regular client consultations to ensure their benchmarks remain aligned. By considering also this direct input for their guidelines, there might be a certain self-reinforcing cycle.
• Routine Consensus: A certain portion of AGM agendas consist of “routine” and rarely controversial items. In these cases, there is a natural market-wide overlap in positive recommendation & voting, which mathematically inflates alignment percentages.
• Common Perspectives: The high degree of alignment with positive recommendations suggests that proxy advisors mirror an established consensus on basic corporate governance best practices.

Possible Factor Influencing Voting Divergences

• Diverging Perspectives: In contrast, the lower alignment with negative recommendations might indicate that investors’ internal voting guidelines are less rigid and thus frequently support agenda items even when ISS and/or Glass Lewis recommend against them. Consequently, this highlights a clear misalignment between the recommendations of proxy advisors and the independent views and voting policies of individual institutional investors.

Methodology Market Peer Comparison & Index Selection

• Our study examines 15 of the largest international institutional investors, selected based on average investment size and strategic shareholder structures.
• The underlying voting behavior has been curated directly from the investors’ respective public disclosure platforms. This approach ensures that the dataset reflects the official, ex-post records of their stewardship activities, providing a transparent and verifiable basis for our analysis.
• Furthermore, the analysis utilizes original ISS and Glass Lewis recommendation data, deliberately avoiding datasets reconstructed ex-post from the disclosed voting records of investors assumed to have outsourced their voting decisions. Our direct access to primary advisory data ensures that the dataset remains both reliable and comprehensive; consequently, this approach facilitates a high degree of analytical precision by eliminating the risks of secondary data degradation.
• We tracked the correlation of ‘For’ and ‘Against’ votes relative to ISS and Glass Lewis guidance, omitting ‘Abstain’ votes from the scope. Abstentions represent a marginal fraction of the total—never exceeding a 0.01% threshold of votes cast—and are frequently non-existent among the investors in our study.To establish peer groups comparable between the UK and Germany, we opted for the FTSE 100 on the one side, and we aggregated the DAX 40 and MDAX 50 to create a synthetic DAX 90.
• By utilizing this synthetic index, we not only achieved a highly balanced sample sizes for our analysis but also concentrated on the German side to large-cap and mid-cap companies, which better reflects the set-up of the FTSE 100.
• To ensure a consistent baseline for voting guidelines and investor expectations, we excluded companies without full proxy coverage—typically, though not exclusively, due to insufficient free float.
• We also excluded companies incorporated outside the target market to ensure a consistent comparison, as foreign entities may be subject to different regulatory expectations and voting guidelines.
• In total, the analysis covers 167 companies: 85 FTSE 100 companies with 24,535 agenda items (55.8% of total votes) and 82 DAX 90 companies with 19,414 agenda items (44.2% of total votes).

The institutional investors’ vote, when it relates to a corporate board, is typically not to appoint the Executive Board. The investor can only appoint the Supervisory Board, who then in turn appoints the Executive Board.

It is therefore imperative for all investors to consider and guide their voting choices very carefully.

But without sufficient information, it is impossible to make an informed voting decision.

Companies typically publish the candidates and their CV, which should contain a certain set of information. But for many investors and proxy advisors, this is not enough. Therefore, the demand of insightful board matrices is growing.

A good board matrix helps investors and proxy advisors to assess the board and its candidates in relation to age, gender, nationality, relevant expertise, skills and knowledge, cultural background and so on.

Imagine your board matrix as the business card of the company.

(Investor statement during a corporate governance engagement call)

But such a matrix is not exclusively useful for shareholders. It provides also benefits for the company itself. Having a structured approach and overview about the single directors per se and as a board, provides important insights about areas of improvement and necessary future changes.

Even though this paper is mostly about the (non-executive) supervisory board, its members and candidates, similar rules and expectations are rising about the management board.

Alliance Advisors has extensive experience in creating board matrices from scratch or refining existing ones. Our approach combines impactful personal director information with relevant & meaningful skills disclosure. Contact us today to learn more about optimizing your board’s composition and disclosure.

The Set-up

In a column-oriented board matrix, the upper part should include insights about the following categories:

Tenure, Biographical & Gender

• General identity, start/end dates, duration of service and gender.

Role & Classifications

• The director’s status within the board and committees.

Background & Experiences

• Professional background, expertise, international experiences.

Governance & Assessment

• Metrics to rate the director’s compliance.

The lower part is dedicated to the set of board skills, and how the single director rates against them. For this bottom part, there is no one-size-fits-all approach. Different markets and each industry requires a customized approach.

For example, a company with an M&A related growth strategy, skills and experiences in it should be represented on board level, and be represented in the board matrix, too.

Best Practice

Some additional best-practice recommendations to consider:

Connectivity with the CV

• All information from the matrix should be reflected in the CV, being comprehensible and verifiable.

Objectivity

Many such matrices are based on self-assessments. To increase the credibility of the entire matrix, an external assessment is preferrable.

Differentiation

• Not having a skill in every single category is not a sign of lack of awareness, but rather demonstrates a realistic self-assessment.

Degrees of Fulfilment

• Skills should not be shown as yes/no only. There are shades between a limited and an expert level, which should be expressed in the matrix.

Example

While our own customized approach goes even beyond this detailed example from the DWS Corporate Governance and Proxy Voting Policy 2025, it shows the approach of an upper section with details about the director, and the lower section with a skills rating.

Voting Guideline Excerpts – Proxy Advisory

Proxy Advisors Institutional Shareholder Services (“ISS”) guidelines and the Glass, Lewis & Co. (“Glass Lewis”) approach differ as they issue a Continental Europe guideline which is accompanied by the German and Austrian market-dedicated specific guideline. The Continental Europe guidelines and the additional market-specific versions complement each other.

ISS: Continental Europe

• “Adequate disclosure“ expected for director elections.

Glass Lewis: Continental Europe

Information that Glass Lewis considers particularly critical for shareholder review when evaluating a candidate for election include the following:

• the independence of the nominee;
• the nature of any relationships between the nominee and the company, its directors and executives, major shareholders and any other related parties;
• the current occupation and outside directorships held by a nominee; and
• the relevant experience and skills possessed by a nominee.

Glass Lewis: Guidelines for Germany

• The supervisory board is recommended to prepare a profile of skills and expertise for the entire supervisory board. The profile of skills and expertise should be disclosed in the format of a qualification matrix.

Glass Lewis: Guidelines for Austria

• Glass Lewis believes companies should disclose sufficient information to allow a meaningful assessment of a board’s skills and competencies.

IVOX (applying BVI rules)

• The critical factors for electing and discharging the members of the executive and non-executive supervisory board or board of directors are (…) missing clear allocation of the required qualifications, as indicated in the profile of competencies of the entire supervisor board, to the individual candidates in the form of a qualification matrix.
• The critical factors for discharge of the members of the executive/management board, the supervisory board or the board of directors are (…) lack of expertise of the supervisory board in  relation to sustainability issues and/or failure  to disclose sustainability expertise in the form of a qualification matrix.

1. Introduction & Findings

Introduction

The TecDAX is an index composed of the 30 largest companies listed on the German stock exchange, which are connected to tech business. Due to their core business, investor expectation is that the relevant skills and expertise are represented at supervisory board level.

Challenge questions

1: Do TecDAX supervisory boards possess relevant technological expertise?

2: Do TecDAX supervisory boards in addition possess cyber/data security expertise?

Findings

• Only 19 of the 30 TecDAX companies have disclosed a skills matrix (=63%) of their supervisory board.

Considering these 19 companies only:

• 12 of 19 companies had director/s with IT, Digitalization or Technology skills (=63%).
• Two of 19 companies had director/s with explicit Data or Cyber security skills. (=11%).

Considering all 30 TecDAX companies:

• 12 of all 30 companies had director/s with IT, Digitalization or Technology skills (=40%).
• Two of all 30 companies had director/s with explicit Data or Cyber security skills (=7%).

2. Conclusion & Recommendations

Conclusion

• In the view several investors and proxy advisors, cyber risk management is also a supervisory board responsibility. (See “4. Selected Voting Policy Extracts”)
• Cyber & data security incidents are not limited to specific businesses. Therefore, we consider cyber & data risk management and supervision material for all companies. (See “5. Selected Cyber & Data Incidents“)
• Especially to companies in a technology-index, we had higher expectations than our findings show with regards to both, IT, Digitalization or Technology skills and Data or Cyber Security skills.

Recommendations

• Every company should publish a board matrix.
• Skills matrices should and be meaningful, and ideally be connected to additional board member information, such as for example year of birth or nationality.
• Skills matrices should always be up to date, including additional education and qualification achieved and easy to find, ideally on the relevant supervisory board internet page.
• Creating the own supervisory board matrix should also consider several examples from similar business companies and best-practice templates.
• The prior point is not only connected to companies without available skills matrix, also companies with one should check and eventually amend the existing one.
• From experience, these measures can mean that it becomes clear that a relevant skill is not represented in the own supervisory board.
• Until there will be upcoming supervisory board elections that would enable to fill such a gap with a new board member, there are measures to limit the risk from proxy advisors and investors in the meantime.

3.0 All TecDAX Companies

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for 19 of the 30 TecDAX companies (63%). • The following analysis is based on these 19 companies.

IT, Digitalization, and Technology Skills

• Twelve of the 19 companies (63%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• Only two companies (11%) explicitly mentioned directors with skills in cybersecurity or data security.

3.1 Electronic Components Sector

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for all five Electronic Components companies (100%). • The following analysis is based on these five companies.

IT, Digitalization, and Technology Skills

• Four of the five companies (80%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• None of the five companies (0%) explicitly mentioned a director with skills in cybersecurity or data security.

3.2 Hardware, Software & IT Services Sector

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for five of the ten Hardware, Software & IT Services sector companies (50%). • The following analysis is based on these five companies.

IT, Digitalization, and Technology Skills

• Two of the five companies (40%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• None of the five companies (0%) explicitly mentioned a director with skills in cybersecurity or data security.

3.3 Healthcare Sector

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for three of the six Healthcare sector companies (50%). • The following analysis is based on these three companies.

IT, Digitalization, and Technology Skills

• Two of the three companies (67%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• One of the three companies (33%) explicitly mentioned a director with skills in cybersecurity or data security.

3.4 Manufacturing & Services Sector

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for four of the five Manufacturing & Services sector companies (80%). • The following analysis is based on these four companies.

IT, Digitalization, and Technology Skills

• Three of the four companies (60%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• None of the four companies (0%) explicitly mentioned a director with skills in cybersecurity or data security.

3.5 Telecommunication Sector

Skills Matrix Available

Skills Matrix Availability

• A skills matrix was available for two of the four Telecommunication sector companies (50%).
• The following analysis is based on these two companies.

IT, Digitalization, and Technology Skills

• One of the two companies (50%) identified one or more directors with skills in IT, digitalization, or technology.

Data/Cyber Security Skills

• One of the two companies (25%) explicitly mentioned a director with skills in cybersecurity or data security.

4. Selected Voting Policy Extracts

Allianz Global Investors

• Allianz GI expect disclosures around cyber security governance, including key roles within the company responsible for cyber resilience of the business, and the board’s approach to ensuring robust oversight.

DWS

• Generally supportive of proposals asking investee companies to report on their environmental and social, (e.g., human rights, product safety, data security) practices, policies and impacts, including environmental damage and health risks resulting from operations, and the impact of environmental liabilities on shareholder value.

Glass Lewis Continental Europe Guidelines

• Companies and consumers are exposed to a growing risk of cyber-attacks.
• In instances where cyber-attacks have caused significant harm to shareholders we will closely evaluate the board’s oversight of cybersecurity as well as the company’s response and disclosures.

Legal & General Investment Management

• The vulnerability of a company’s IT systems can lead to a material financial impact and reputational damage.
• It should be integrated into the business’s control functions and (…) Cybersecurity should be a regular board agenda item.

New York State Common Retirement Fund

• Director attributes and skills should be relevant to a board’s capacity to effectively oversee risk, including operational, regulatory, climate-related and environmental, workforce, geopolitical, macroeconomic, financial, and cyber risks.

RBC Global Asset Management

• We believe that cyber security is a material risk in several industries and we will generally support requests for enhanced disclosure on how the board and senior management are overseeing, managing, and mitigating these risks.

Wellington Management

• Through engagement, we aim to compare companies’ approaches to cyber threats, regardless of region or sector, to distinguish businesses that lag from those that are better prepared.

5. Selected Cyber & Data Incidents

Any company may fall victim to a cyberattack.
These German examples highlight some of the most notorious incidents.

Aurubis in 2022

• Aurubis, an important company from Mining & Mineral sector was victim of an attack.
• Numerous systems at Aurubis sites had to be shut down but production was largely maintained.

Continental in 2022

• Automotive supplier Continental was the victim of a ransomware attack. • 40 terabytes of data were stolen.

Evotec in 2023

• Evotec, the Healthcare sector company, was affected by an attack in early 2024. • IT systems were shut down.
• Following, they were not able to provide their audited financial statements timely. • In line with the applicable rules, they were therefore excluded from the MDAX.

Rheinmetall in 2023

• Rheinmetall has important civilian and defense business. This attack was reported to have affected the civilian part (mostly automotive) only.
• In 2024, the company disclosed the costs of this attack of around 10 million Euros.

Varta in 2024

• Varta, the Batteries Manufacturing company, was affected by an attack in early 2024. • IT systems and production were shut down or reduced.
• Following, they were not able to provide their audited financial statements timely.
• In line with the applicable rules, they were excluded from the SDAX.

6. Methodology

Methodology

• We collected skills matrices from company websites, documents, and presentations, allocating a reasonable amount of time for research.
• Skills matrices not found within this timeframe were deemed non-existent, aligning with the practices of most proxy advisors and institutional investors.
• We considered only capital-elected board members, excluding employee representatives.
• Our analysis focused on the available supervisory board skills matrices for both, IT and data/cyber
• security.
• Due to the lack of standardized categories and clear terminology, disclosed skills in digitalization or technology were also considered as IT expertise, applying a principle of doubt. Similarly, cyber and data security were considered interchangeably.
• It’s important to note that IT skills do not automatically translate to cyber/data security expertise. Therefore, we only considered the latter when explicitly mentioned.
• We divided the 30 TecDAX companies also into five different sectors. These categorizations were decided according to FactSet and SASB Materiality Finder data.

1. Electronic components (5 companies)
2. Hardware, Software & IT Services (10 companies)
3. Healthcare (6 companies)
4. Manufacturing & Services (5 companies)
5. Telecommunications (4 companies)

7. Data Table

2024 Germany’s SDAX AGM Season Review – Key Takeaways

For the German small-cap index (“SDAX”) 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 and expectations from investors and proxy advisors can be different.

This meant that we could compare the voting results of 58 companies for the purposes of this report.

Executive Remuneration-Related Items

• For 56 different remuneration reports, ISS recommended 33 times against (=59%) and Glass Lewis 23 times against them (=41%). This also includes 19 times where both proxy advisors recommended against the same report (=34%). The lowest support of such an item was at 29.3% of the votes cast only, and the average support being 85.3% of the voted shares cast. Two companies had no voting on their remuneration report on the agenda.
• For the 22 different remuneration policies, the situation is similar. ISS recommended to vote against 12 times (=55%) and Glass Lewis recommended 4 times (=18%) against. This also includes 4 times where both were against the same report (=18%). The lowest support was 33.9% of the votes cast, and the average support 88.0%.Supervisory Board (Re-)Elections

A total of 59 directors have been (re-)elected to the supervisory board at the observed SDAX companies.

• Only 19 of these 59 candidates were female (=32%). ISS recommended against four of these candidates (=21%) and Glass Lewis against five (=26%). This also includes one case where both proxy advisors recommended against the same female director. The lowest support was 75.1% of the shares voted and the average support was at 92.2%.
• 40 of these 59 candidates were male (=68%). ISS recommended to vote against them 17 times (=48%) and Glass Lewis five times (=13%). This also includes four cases where both Proxy Advisors recommended against the same male director. The lowest support was 59.2% and the average support was at 90.5%.Shareholder Proposals

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.

• These eight cases have occurred at only three companies. One company had five such agenda items, another two and the last one only one such agenda item.
• ISS was against six of the shareholder proposal (=75%), and Glass Lewis was against seven (=88%).

If you would like to receive our suggestions on how to tackle your shareholder dissent prior to your next Shareholder Meeting, please contact us.

2024 Germany’s DAX AGM Season Review – Key Takeaways

For the German large-cap index (“DAX”) 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 and expectations from investors and proxy advisors can be different.

This meant that we could compare the voting results of 35 companies for the purposes of this report.

Executive Remuneration-Related Items

• For 35 different remuneration reports, ISS was three times against (=9%) and Glass Lewis eight times (=23%) against them. This also includes two cases where both were against the same report. The lowest support of such an item was at 58.3% only, and the average support 89.7%.
• At 12 different remuneration policies, the situation is similar. ISS was two times against (=17%) and Glass Lewis one time against (=8%) them. The lowest support was 40.4%, and the average support 85.0%.Supervisory Board (Re-)Elections

A total of 131 directors have been (re-)elected to the supervisory board.

• 50 of these 131 candidates have been female (=38%). ISS was against them 7 times (=14%) and Glass Lewisnot even one time. The lowest support was 76.4% and the average support was at 94.2%.

• 81 of these 131 candidates have been male (=62%). ISS was against them 28 times (=35%) and Glass Lewis9 times (=11%). The lowest support was 69.7% and the average support was at 93.5%. Discharges of Management & Supervisory Board Members

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.

We have separated the analysis for bundled discharge and individual discharge.

• For the bundled management board discharges, in all 18 cases ISS and Glass Lewis have been in favour. Thelowest support was at 92.8% and the average support at 97.4%.
• For the individual management board discharges, in all 102 cases ISS has been in favour. Glass Lewis was 90 times in favour and abstained on the remaining cases. The lowest support was at 93.0% and the average support at 97.8%.
• For the bundled supervisory board discharges, in all 19 cases both ISS and Glass Lewis have been in favour. The lowest support was at 86.1% and the average support at 98.7%.
• For the individual supervisory board discharges, in all 288 cases ISS has been in favour, and Glass Lewis against 22 cases (=8%). The lowest support was at 93.0% and the average support at 97.8%.

Virtual AGMs

Only one DAX company has renewed their authorization to hold a virtual AGM, limited to two years.

• Both ISS and Glass Lewis were in favour and the support was at 85.4%.

Authorizations limited up to two years were a common standard in 2023. Therefore, for the 2025 AGM season, it can be expected that many German companies will ask their shareholders 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.

Interestingly, overall, our research for Austria showed investors to be less rigid.

Only one company limited the authorization until 2026, whereas five companies limited it until 2027, 10 companies until 2028 and two companies until 2029. Both ISS and Glass Lewis supported them all and none of them failed.

Transact Other Business

Whereas this is a standard item for example in Switzerland or Italy, it is somewhat new in Germany. ISS defines such agenda items as “Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM.“

The issue is quite simple. Certain ad hoc proposals can be requested during the AGM. If a shareholder representative has not been instructed for such an ad hoc proposal, the representative is not entitled to vote. Which means that the quorum for such a proposal could be very low. Thus, an investor (activist) with a relatively small stake could win the voting. To avoid it, Transact Other Business can be implemented into the AGM agenda. In that way, the quorum will not drop. Both, ISS and Glass Lewis can be expected to be against any such ad hoc proposal, thus in favour of the company.

• In the analysis-universe, two companies have implemented this agenda item. For both Brenntag and Bayer, proxy advisors backed the company.

What Is Next?

Shareholders are becoming more engaged and vocal, demanding transparency, accountability, and alignment with their expectations on issues like compensation or board diversity. Companies need to adapt by enhancing transparency, demonstrating strong corporate governance, 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 teams prior to the next Shareholder Meeting Season.

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.

If you would like to receive our suggestions on how to tackle your shareholder dissent prior to your next Shareholder Meeting, please contact us.