Foreign shareholder representatives
In 2020 around 30% of the total sample of shareholder representatives are foreign, up from 26% in 2018. The figure confirms a long-term trend of rising proportions of foreign supervisory board members, after a weak slowdown in 2016. Among DAX companies, the percentage of foreign shareholder representatives is slightly higher at 31%, up from 29% in 2018.
Average percentage of foreign shareholder representatives
|
2010 |
2012 |
2014 |
2016 |
2018 |
2020 |
| Total sample |
22% |
23% |
24% |
23% |
26% |
30% |
| Dax |
24% |
26% |
27% |
28% |
29% |
31% |
Among individual boards, the range of international diversity is extremely wide: from zero to 83%. However, the total sample of shareholder representatives records three different nationalities on average, including Germans, a figure unchanged from 2018. Among foreign shareholder representatives, Europeans form the largest group (just under 66%); among the DAX companies they account for 62%.
Female shareholder representatives
In both the total sample and DAX companies, women on average account for around 33% of shareholder representatives. Four years after the quota law came into force, the growth rate has flattened off because most of those companies affected by the law have held the necessary board elections. It follows that the percentage of women among newly elected shareholder representatives has also fallen.
Growth rate of female representation
Former management board members (Vorstand)
Former management board members account for around 7% of shareholder representatives, a proportion unchanged from 2018. 29% of chairs are former members of the management board of their respective companies, compared with around 27% in 2018.
At DAX boards however, the percentage of chairs who are previous management board members at the same company continues to decrease, albeit from a higher point: in 2020 they account for 33%, down from 40% in 2018 and 43% in 2016.
Mix of expertise
Since 2017 the German Corporate Governance Code has recommended that competency and experience profiles be drawn up for, and met by, shareholder representatives. This, and investor demands, have led to increased attention being paid to the mix of expertise present on the supervisory board. 93% of the companies covered in the Board Index have published such a profile.
Experience in managing companies is a key prerequisite for many supervisory boards when drawing up such competency profiles: 75% of shareholder representatives bring such experience, a proportion virtually unchanged since 2018. Financial competence too is an increasingly urgent requirement of shareholder representatives, and in 2020 the proportion bringing that to the board table has risen to 56%, from 49% in 2018.
Sector competence is identified among 41% of shareholder representatives in 2020, two percentage points less than in 2018. This means a slight variation within a range of around 40%. Boards are conscious that, in accordance with §100 (5) AktG (Stock Corporation Act), sector competence is essential for board members to effectively oversee and advise the management board.
Shareholder representatives with consulting and law backgrounds continue to maintain a significant presence; however, growth in these fields of expertise has slowed since 2016. The proportion with law/compliance experience has risen from nearly 15% in 2018 to around 16% in 2020 and consulting by three percentage points to 15%.
At 31%, competence in digitalisation/technology has remained at the same level as it was in 2018, following a sharp increase in 2016. This is mainly because first, more digital/tech companies have entered the indices under review and second, the digital transformation of business systems is reflected in the boards.
As with sector competence and digitalisation/technology, the profile of active management has also settled at a stable level. In 2020 active managers account for around 41% of shareholder representatives. The percentage of 41% is surprisingly high because on the one hand active managers are sought after for their up-to-date business knowledge, but on the other hand especially members of German management boards are reluctant to assume outside non-executive directorships (see section on the Management Board).
Competency profile of shareholder representatives
|
Total |
Women |
|
2016 |
2018 |
2020 |
2016 |
2018 |
2020 |
| Management experience |
68,2% |
75,8% |
75,4% |
54,0% |
62,9% |
63,0% |
| Sector competence |
39,3% |
43,3% |
41,0% |
35,0% |
36,5% |
31,2% |
| Financial competence |
47,8% |
49,2% |
56,2% |
48,9% |
44,9% |
53,8% |
| Digitalisation/technology |
19,8% |
31,5% |
31,3% |
16,1% |
28,1% |
25,4% |
| Law/compliance |
9,1% |
14,5% |
16.2% |
9,5% |
14,4% |
16,2% |
| Consulting |
3,9% |
11,8% |
14,8% |
5,1% |
9,0% |
15,0% |
| Active management |
39,3% |
41,8% |
41,0% |
42,3% |
46,7% |
46,8% |
Age of shareholder directors
The average age of shareholder representatives is around 60*, down from 61 which had been the long-term average until 2016. Among DAX companies the average age remains around 61. The average age of individual boards shows a wide range, from 48 to 68 years.
55% of shareholder representatives are between 60 and 70 years old. This age cohort had decreased for several years but is returning to the level seen in 2014.
Age of shareholder representatives
|
2014 |
2016 |
2018 |
2020 |
| 60 and older |
56% |
54% |
53% |
56% |
| Under 60 |
41% |
45% |
47% |
44% |
Age limits
99% of the boards covered in the Board Index supply information on age limits. Of these, 7% do not stipulate any age limit (down from 12% in 2018). 93% state a maximum age; however, in some cases that age refers not to when a member must step down, but the maximum age at which they can seek election.
76% of the supervisory boards specify a maximum age, in a range that falls between 70 and 74 years. About 17% require board members to retire when they are 75 or older.
Age limits for shareholder representatives
|
2016 |
2018 |
2020 |
| 70 to 74 |
31% |
68% |
76% |
| 75 and older |
49% |
20% |
17% |
| No limit |
20% |
12% |
7% |
Tenure
The average tenure of shareholder representatives is 5,6 years, a figure that has been constant since 2016. At 63% the vast majority of supervisory boards set an upper ceiling of three terms; 9% stipulate a four-term maximum.
Independence
The latest version of the German Corporate Governance Code defines independence for the first time. 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.
As this version of the Code took effect only in early 2020, its provisions are not yet reflected in annual reports. Only a few companies have used their websites to provide information on the independence of individual shareholder representatives. Richer detail should become more widely available in the 2021 annual reports.
Previously, supervisory boards have disclosed only their own targets relating to numbers of independent shareholders. The average target is for 59% of independent shareholder representatives.