Supervisory board work

Meetings and attendance

The frequency of meetings has risen steadily since 2008. In the financial year 2019 (or 2018/19) seven supervisory board meetings took place on average, ranging from four to 21 meetings. The data is the same for DAX boards.  

Number of meetings

Only 13% of the supervisory boards in our total sample limit themselves to the minimum four supervisory board meetings required by law.

91% of the boards disclosed attendance rates (or they provide information that allows the calculation of attendance rates); in 2018 86% disclosed attendance rates. The attendance was generally high: 95% on average and ranging between 80% and 100%.

Committees

Just under 99% of the supervisory boards covered have established committees that deal with specific topics. The average number of committees is four at both the total sample and the DAX boards. (The statutory mediation committee is considered only if a meeting took place.)

Audit and risk committees

The audit committee is standard and can be found in 97% of the boards. Risk committees, however, are rare, although lately supervisory boards are increasing their attention to risk issues. Only about 7% of the companies under review maintain a risk committee, all of them in the financial services sector and thus obliged to do so by law (§ 25d (8) KWG).

On average, audit and risk committees each meet five times per year, the number of audit meetings ranging from two to 11 and the number of risk meetings from two to seven.

Committees dealing with strategy

Issues of strategy may come under the remit of committees other than an explicit strategy committee — science and technology committees, for example, may be mandated on occasion to discuss strategy. Around 43% of supervisory boards have delegated strategic questions to a relevant committee, in line with 2018 analysis.

In general, strategy remains the responsibility of the full board. Around 49% of the supervisory boards organise dedicated strategy meetings or closed conferences relating to strategic issues, an increase of three percentage points since 2018.

Companies with dedicated strategy meetings or closed conferences

Committees dealing with management board matters

Around 88% of the boards delegate preparatory activities concerning management board matters to committees. In around 47% of cases, the personnel committee is in charge and in 48% of cases the presiding committee. The nomination committee accounts for 5% of cases; all of these are banks. In 2019, personnel committees met five times on average, and presiding committees six times.

For banks it is a legal requirement that the nomination committee deals with management board matters in addition to the preselection of shareholder representatives. At around 87% of the supervisory boards (down from 90% in 2018) a nomination committee is in charge of preselecting shareholder representatives for election by the General Meeting. On average, the nomination committee meets only twice a year, as members gather only when needed.

Supervisory board reviews

According to individual compliance statements, all boards covered in the Board Index carry out board reviews. Involving an external consultant remains the exception. Around 13% of the total sample and 17% of the DAX companies used external support. Due to the greater effort involved, external board reviews are conducted less frequently than internal, mostly questionnaire-based surveys.