Now in its 13th edition, the 2024 Germany Spencer Stuart Board Index covers the DAX 40 companies. Its purpose is to provide a substantial review of governance practices and significant trends and developments in these largest and publicly traded German companies according to market value. It highlights key themes affecting the DAX 40, such as diversity, the international composition of boards, and ESG topics (environmental, social, and governance) and more.
Information has been compiled from publicly available sources. In 10 companies (25%), a family is the main shareholder. Company data relates to the 2023 fiscal year (corresponding to the 2023 annual reporting season). Personal data, however, such as age or tenure, relates to the 31 August 2024 cut-off date, as do AGM elections to the supervisory boards.
A note on rounding: Rounding up or down according to mathematical principles is allowed by law.
A note on terminology: The presidential committee (“Präsidialausschuss” or “Präsidium”) is also referred to as the presidial and presiding committee.
Legal structure
The Aktiengesellschaft (AG, stock corporation) continues to be the most commonly seen structure among DAX 40 companies, with 26 companies (65%) adopting this format, 8% more than the 24 companies recorded in our 2023 Board Index.The number of DAX 40 companies adopting the Societas Europaea (SE) form has risen to 10 (25%), slightly up from nine companies. Other legal forms such as AG & Co KGaA (Henkel), SE & Co KGaA (Fresenius), KGaA (Merck), and NV (Qiagen) are less frequently seen, representing only 10% of the cohort under review.
Publicly listed AG companies in Germany typically follow a dual-board system [two-tier board]. However, the SE form allows companies to operate under a unitary board. Four SE companies (Airbus, Brenntag, Porsche Automobil Holding, Vonovia) and Qiagen NV have chosen this model, three more than recorded in the 2023 Board Index.
Companies abroad are exempt from Germany’s Co-Determination Act, which regulates employee participation in the supervisory bodies of the companies they work for. Within the current survey group, this exemption applies to Airbus and Qiagen.
European public limited companies (SEs) that were not subject to co-determination at their founding are permitted to maintain this status, even in the event of subsequent changes such as the size of the company, as seen at Brenntag and Vonovia. Financial holding companies such as Porsche Automobil Holding are exceptions.
Germany’s supervisory board model reflects the two-tier corporate governance system, ensuring separation between company management (executive or management board) and oversight (supervisory board). The supervisory board (“Aufsichtsrat”) monitors and advises the management, while the executive committee (“Vorstand”) manages daily operations.
Both boards are typically kept separate to ensure independence, with only independent non-executive directors (NEDs) eligible to chair the supervisory board