Shareholder representatives

Foreign shareholder representatives

Among DAX 40 companies, the average proportion of foreign shareholder representatives fell to 26%, from 28% in 2021. This 7% drop arrests the upward trend seen among proportions of foreign shareholder representatives noted in previous years.

Average percentage of foreign shareholder representatives

Among individual boards, the range of international diversity is extremely wide: from zero to 100%. However, the sample of shareholder representatives records three different nationalities on average, including Germans, a figure little changed from 2014. Among foreign shareholder representatives, Europeans (EU plus UK) form the largest group (>60%), followed by Americans.

Female shareholder representatives

In DAX 40 companies, women account for 45% of the shareholder representatives, a 10% increase compared to the previous year (2021). Within that group of female shareholder representatives, 44% are foreign nationals.

The percentage of women among the newly elected shareholder representatives has grown significantly from 34% in 2021 to 52.6% in 2022.

Men continue to dominate German DAX 40 supervisory boards. Only a few DAX companies have more female board members (considering all non-executive directors plus employee representatives) than the law requires.

Of the 343 shareholder representatives on DAX supervisory boards among the sample under review, 154 are women (45%). Comparing gender diversity in the chair role, there are only three female chairs (7.5%).

Mix of expertise

The 2017 German Corporate Governance Code (GCGC) recommends that competency and experience profiles be drawn up for shareholder representatives. Alongside investor demands, this has led to rising attention being paid to the mix of expertise present on the supervisory board. At least 95% of the DAX 40 companies have compiled such profiles.

For many supervisory boards, experience in corporate management is a prerequisite on any competency profile. About three-quarters of shareholder representatives bring such experience, a proportion virtually unchanged since 2018.

Financial expertise is an increasingly dominant expectation on competency profiles, not least because of GCGC recommendations. Additional pressure comes from the supervisory bodies of listed companies, where it is a now a legal requirement for a second financial expert to sit on the supervisory boards (and therefore on the audit committees). These twin demands have created an urgent need for additional financial expertise.

Sector experience is identified among >45% of shareholder representatives. Boards are acutely aware that, in accordance with §100 (5) AktG (Stock Corporation Act), sector competence is essential if board members are to effectively oversee and advise the management board.

Shareholder representatives with consulting and law backgrounds continue to maintain a significant presence; however, demand for these fields of expertise has slowed in the past six years.

Competence in digitalisation/technology and more recently a focus on experience on topics such as cyber security and AI, is rising above the 31% level noted in 2020. This is mainly because more digital/tech companies have entered the DAX 40, and the digital transformation of business systems is reflected among the boards.

As with sector competence and digitalisation/technology, the profile of active managers in supervisory boards has settled at a stable level. As seen in 2020, active managers account for about 40% of shareholder representatives. Sitting executives and active managers are highly sought-after for their breadth of experience, contacts, and a more outward-facing approach to business.

Especially in post-Covid times, companies are seeking recent first-hand input on how to manage multi-crisis scenarios. However, this demand coincides with rising average numbers of supervisory board meetings and stricter regulations governing the number of permitted mandates.

At the same time, supervisory board work, alongside increasing liability risks, is becoming more complex and challenging. The result is that it is not getting any easier to find active managers able to fulfil the full extent of a supervisory board role.  

Age of shareholder directors

The average age of shareholder directors in the DAX 40 is around 60, rising from 59 in 2021. However, the average age has fallen, from 61 in 2018. The average age of individual boards, including employee representatives, ranges widely, from 47 to 66. In 2020 the oldest board averaged 68 years old. In 47% of the DAX 40 supervisory boards, shareholder representatives are between 60 and 66 years old.

Average percentage of foreign shareholder representatives

As boards sought to meet gender quota requirements, more women, many of them younger than their male board colleagues, were elected to supervisory boards. Additionally, the number of supervisory board directors aged under 60 has increased during the past couple of years, resulting in a gradual rejuvenation of the DAX 40 shareholder representative cohort. However, only one company (Zalando) had a shareholder representative aged under 50.

Age limits

99% of the DAX 40 companies supply information on age limits, just as they did in 2020. More than 90% of the DAX 40 state a maximum age; however, in some cases that age refers not to when a member must step down, but to the maximum age at which they can seek election. The specified maximum age limit falls in a range between 70 and 72 years. Fewer than 15% of the DAX 40 companies require board members to retire when they are 75 or older.

Tenure

The average tenure of non-executive board directors has increased slowly during the past six years to reach 5.7 years. Previously, most supervisory boards had set an upper ceiling of three terms. Since 2021, the German Corporate Governance Code has advised reducing board tenure from 15 to 12 years maximum.

Recognising the significance of tenure for a member’s independence, the Code instead recommends disclosing tenure of individual non-executive directors.

2022 Tenure by role, male/female (in years)

Independence

Independence has been defined in the German Corporate Governance Code since 2020. Supervisory boards must disclose what they regard as the appropriate number of independent shareholder representatives, alongside the names of these members. The Code states: “a Supervisory Board member is considered independent if he/she is independent from the company and its Management Board, and independent from any controlling shareholder” (C6). From C7 to C12 more specifics are described.

Meanwhile, and in compliance with the Code’s recommendations, companies are using their websites to provide information on the independence of individual shareholder representatives.