Voting Guideline Excerpts – Institutional Investors

Allianz Global Investors

• We expect all companies to disclose: the names, core competencies and qualifications of the candidates, diversity characteristics and skills the candidates bring to the board, as well as professional and other background (…).

Amundi

• With regard to Directors’ profiles, we consider it essential to have detailed information on each nominee before the vote at the Meeting (curriculum vitae, skills brought to the Board of Directors that justify the choice of this candidate, current mandates).

BlackRock

• When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates.
• These disclosures should give an understanding of how the collective experience and expertise of the board, as well as the particular skill sets of individual directors, aligns with the company’s long-term strategy and business model.

BNP Paribas Asset Management

• Board Elections, FOR: There is sufficient biographical information for shareholders to vote on an informed basis.

Calvert

• Support proposals requesting companies to disclose a board diversity and qualifications matrix.

Candriam

• Mere biographical details do not suffice; as a general rule, shareholders should be provided with a detailed report of the skills and competences of Board members including a clear Board skills matrix.

Capital Group

• We evaluate director nominees not only on an individual basis but also in the context of the whole board.
• We believe boards, as a whole, should have appropriate industry knowledge, skills, business experience and understanding of all relevant stakeholders of the company in order to discharge their duties effectively.

Colorado PERA

• Companies should include a skills matrix in their proxy statements. It should outline items such as the skills, experiences, background, and qualifications of individual directors, providing shareholders with a clear understanding of the board’s collective capabilities.

CPP (Canada Pension Plan)

• Support disclosure of each director nominee’s experience, qualifications and attributes in the form of a matrix to summarize the strengths and potential gaps on the board as a whole.

Deka

• The supervisory board must (…) prepare a profile detailing the competency of the board as a whole; a qualification matrix must be produced to explain how the details in the competency profile have been arrived at.

Dimensional

• Dimensional believes information about a portfolio company’s assessment and refreshment process should be disclosed and should generally include: (…) The alignment between the skills and expertise of each board member and the key competencies identified in the board assessment process.

DWS

• DWS will generally vote AGAINST if (…) There is no comprehensive disclosure on the qualifications and suitability (through, for example, a competence profile and qualifications matrix) of the board nominee.

Neuberger Berman

• We expect companies to disclose a board skills matrix that identifies the skills, experience, and qualifications of key importance to the board and the relevant skills held by each director. We believe a skills matrix can be a helpful tool to evaluate a board’s composition of skills and experience, identify skills gaps, and support succession planning and the director nomination process.

Nomura Asset Management

• Disclosing the skills of each director in a matrix format is not only clear but also useful for selecting successors.

Norges Bank Investment Management

• The board should ensure that it can bring a broad range of perspectives and approaches to its decision-making process.
• The board should have an appropriate balance of competences and backgrounds.

Ontario Teachers’ Pension Plan

• We encourage and support proposals requesting the adoption and disclosure of a board skills matrix – which should highlight skills and areas of expertise that are relevant in the context of the company’s strategy and material risks to the company as a best practice tool to achieve this.

State Street Global Advisors

• We also believe the right mix of skills, independence, diversity, and qualifications among directors provides boards with the knowledge and experience to manage risks and operating structures that are often complex and industry-specific.

Union Investment

• General requirements (…) A competence matrix with clear allocation of the individual members should illustrate the coverage of relevant competencies.
• The qualifications and key details of Supervisory Board and Management Board members should be published permanently.

Vanguard: Proxy voting policy for U.K. and Europe

• Disclosure should include the range of skills, background, and experience that each board member provides and their alignment with the company’s strategy (typically presented as a skills matrix).

Additional Insights

Glass Lewis: Board Skills Appendix Document

• Traditionally, directors’ biographies have read like an abridged C.V.; comprising a list of past appointments, with an emphasis on board-level experience both past & present.
• Having an appropriate mix of certain attributes on the board — in particular skills, experience, diversity, and independence — is essential to ensure that the board as a whole can satisfactorily perform its oversight duty, have informed opinions on all topics relevant to the company and effectively advise management on important strategic decisions.

Glass Lewis: Disclosure of Board Skills & Experience – Emerging Best Practice Document

• By highlighting the key skills and experience of new nominees to the board in the context of the overall board profile, shareholders will be able to better understand why these individuals were chosen by the board for nomination.

Austrian Corporate Governance Code

• Before the election, the persons proposed for the supervisory board must disclose to the general meeting their professional qualifications, their professional or comparable functions, and any circumstances that could give rise to concerns about bias.

German Corporate Governance Code

• The Supervisory Board shall determine specific objectives regarding its composition, and shall prepare a profile of skills and expertise for the entire Board while taking the principle of diversity into account
• The implementation status shall be disclosed in the form of a qualification matrix in the Corporate Governance Statement.

DVFA Position Paper: Qualification matrix for supervisory boards and management boards, September 2025

• The majority of competencies are regularly stated as being possessed by almost all supervisory board members.
• In most cases, a self-assessment by the supervisory board members concerned is sufficient to fill in the matrix, and there is a lack of comprehensible, objective criteria that contribute to credibility.
• The CVs of the respective members often do not adequately reflect the competencies stated.