- The working group of well-known supervisory board chairs, institutional investors, academics and corporate governance experts presents an updated version of the Guidelines for Sustainable Management Board Remuneration.
- Amendments made to the requirements as a result of implementing the II. European Shareholders' Rights Directive (ARUG II) and the new version of the German Corporate Governance Code (DCGK)
- Major amendments scheduled for autumn 2021
Frankfurt, December 16, 2020. The Guidelines for Sustainable Management Board Remuneration, published for the first time in July 2018, are available now in an updated version in line with legal and regulatory changes. The best-practice guide relating to management board remuneration, drafted by well-known supervisory board chairs and representatives of institutional investors, academics and corporate governance experts, had to be updated in the light of the new provisions of the II. European Shareholders' Rights Directive (ARUG II) and the revised version of the German Corporate Governance Code (DCGK).
The amendments affect in particular share-based remuneration, change-of-control benefits and sign-on bonuses. The objective was to draft a version regarding the new legal and regulatory provisions, avoiding any inconsistencies, without compromising simplicity and focus on industry practice.
Because of the timely amendments, the updated Guidelines for Sustainable management board Remuneration can be considered with respect to the pending 2021 annual general meeting season. For autumn 2021, major amendments are also expected. The aim is to review the current development of management board remuneration and to include issues such as the incorporation of sustainability targets/ESG criteria for remuneration and transparency issues in the remuneration report.
The Guidelines for Sustainable Management Board Remuneration were drafted and published in 2018 by a working group of well-known supervisory board chairs, institutional investors, academics and corporate governance experts. Their aim was and continue to be to harmonize investor requirements with corporate realities in terms of management board remuneration and to promote a constructive dialog between companies and investors. Following publication, the guidelines were well received by the wider public and were often integrated into remuneration policies of companies or investors' requirements. The guidelines make important recommendations for the structure of sustainable management board remuneration in listed companies and give guidance for linking their remuneration systems to investor expectations and relevant legal and regulatory requirements.
Changes in the working group
The importance of the guidelines is particularly emphasized by the composition of the working group. Following the departure of Dr Jürgen Hambrecht and Werner Wenning from the group of supervisory board members, Dr Kurt Bock (Chair of the Supervisory Board, BASF), Martin Jetter (Chair of the Supervisory Board, Deutsche Börse), and Prof Dr Norbert Winkeljohann (Chair of the Supervisory Board, Bayer) joined the working group.
At present, the following members are part of the working group for Guidelines for Sustainable Management Board Remuneration:
Members of the Supervisory Board:
- Dr. Kurt Bock - BASF (Chair), Fuchs Petrolub (Chair), BMW (Member)
- Dr. Werner Brandt - ProSiebenSat.1 (Chair), RWE (Chair), Siemens (Member)
- Dr John Feldmann - Hornbach Holding (Chair), Hornbach Management (Deputy Chairman)
- Jürgen Fitschen - Vonovia (Chairman), Ceconomy (Chair)
- Martin Jetter - Deutsche Börse (Chair)
- Prof. Dr. Ulrich Lehner - Deutsche Telekom (Chair), Shareholders' Committee Henkel AG & Co. KGaA (Member), Porsche Automobil Holding (Member)
Representatives of institutional investors:
- Dr. Vanda Heinen (Union Investment)
- Nicolas Huber, Hendrik Schmidt (DWS)
- Ingo Speich (Deka Investment)
- Dr. Antje Stobbe (Allianz Global Investors)
- Prof. Dr. Christina Bannier (Professor for Banking & Finance Justus Liebig University Gießen & Lecturer Institute for Law & Finance, Goethe University Frankfurt/Main)
- Prof. Christian Strenger (Deputy Head of DVFA Commission Corporate Governance; Academic Director of the Center for Corporate Governance HHL Leipzig)
- Prof. Dr. Michael Wolff (Professor for Business Administration, with a focus on Management and Controlling, Georg August University of Göttingen)
Corporate Governance Experts:
- Dr. Jan Dörrwächter (hkp/// group)
- Dr. Georg Franzmann (BASF)
- Lisa Lange (Hermes EOS)
- Dr. Stephan Semrau (Bayer)
- Regine Siepmann (hkp/// group)
Organizers and coordinators:
- Dr. Hans-Christoph Hirt (Hermes EOS)
- Michael H. Kramarsch (hkp/// group)
Download and additional information
The full text of the Guidelines for Sustainable Management Board Remuneration, together with additional information on the working group and its members, is available for download at www.leitlinien-vorstandsverguetung.de.
- Thomas Müller, hkp/// group, +49 176 100 88 237, firstname.lastname@example.org
- Press Office, Hermes Investment Mgmt, +44 20 7680 8064, email@example.com