Meetings and attendance
The frequency of scheduled meetings has risen steadily from four to six over the past decade. 11 companies scheduled
four meetings (one meeting per quarter) or fewer in 2022. The number of supervisory board meetings required by law is
unchanged, at four meetings.
During the financial year 2022, the average number of supervisory board meetings that actually took place was eight,
slightly up from seven in 2021. Overall, the average actual number of board meetings occurring among DAX 40 companies
ranged from four to 16 meetings.
Number of meetings (average)
|
2014 |
2016 |
2018 |
2020 |
2021
[Dax 40]
|
2022
[Dax 40]
|
| # |
6.1 |
6.7 |
6.8 |
7.1 |
7.2 |
7.6 |
Committees
All supervisory boards in the DAX 40 work through committees. The average number of committees is five. More than
half (56%) of the companies under review maintain five or more committees. 33% of companies (13) have more than five
committees .
Almost all companies maintain the three standard committees: audit, nomination, and remuneration (several companies
combine the remuneration and nomination committees into one).
Further examples of committees include: risk; strategy; people and HR; ESG and sustainability; technology and science;
finance. Examples of these committees are seen at companies such as Vonovia, Siemens Healthineers, SAP, Mercedes-Benz,
Deutsche Post, and Beiersdorf, among others.
There is a clear trend towards setting up specific committees (for example, innovation, mediation, technology,
transformation, etc.) as and when required.
Overall, increased attention is being paid to strategy, usually managed in a strategy committee.
Audit and risk committees
The audit committee is standard and is found in 100% of the boards. On average it has 5.3 members (up from 4.9 in
2021). Audit committees met on average six times a year, a slight increase from previous years, with the overall
number of audit meetings ranging from two to 12.
Risk committees, however, are rare, although supervisory boards are increasingly turning their attention to risk
issues. Only about 7.5% (or three) 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, risk committees meet four
times a year, unchanged from our last survey. The overall number of risk committee meetings ranges from two to six.
Our perspective
The frequency of meetings held by the control-related committees reflect those committees’ importance. In line
with Board Index analyses since 2010, they emphasise how substantially control duties and efforts on the part of
supervisory boards have increased.
The Act to Strengthen Financial Market Integrity (FISG) came into force on July 1, 2021. It extends the power of the
financial services regulator BaFin in matters relating to balance sheet control and money-laundering prevention. The
regulations also improve the independence of auditing firms and help to professionalise more fully the role of
supervisory boards and the work of committees. In addition to monitoring the quality of the audit of the financial
statements by the supervisory board, companies operating in the capital markets must appoint not one but two
financial experts to the supervisory board.
Committees dealing with strategy
In general, strategy remains the responsibility of the full board. Around 33% of the supervisory boards organise
dedicated strategy meetings or closed conferences relating to strategic issues, a decrease of 33% compared to 2020.
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.
Companies with dedicated strategy meetings/closed conferences (%)
|
2014 |
2016 |
2018 |
2020 |
2022
[Dax 40]
|
| % |
32% |
36% |
46% |
49% |
33% |
Committees dealing with ESG, sustainability, and social responsibility
ESG is an ongoing topic to which boardrooms are paying increasing attention. It is often associated with risk and
encompasses both purpose and social responsibility. ESG committees frequently have an impact on business operations
beyond the supervisory board, yet in 2021 only nine (22%) of the DAX 40 boards maintained an ESG/sustainability
committee.
By 2022, however, 38% of supervisory boards (or 15 companies) had established committees dealing with topics such as
ESG, sustainability and social responsibility under a broad range of committee titles.
Examples of individual committee names include: remuneration; nomination and governance; ethics; compliance and
sustainability; sustainability; ESG; transformation and sustainability; special emissions; strategy and
sustainability; innovation and sustainability; audit and corporate governance; presiding/presidial, and
sustainability; nomination and ESG; diversity and inclusion.
Compared to our 2020 Board Index and 2021 data, this growth in the number and variety of committees represents a
remarkable increase. In 2020 several special committees were set-up in response to specific company crisis situations,
such as glyphosate, diesel fuel, integrity, energy/renewable energy, infrastructure.
Committees dealing with management board and NED matters
More than 85% of the supervisory boards delegate preparatory activities and discussions concerning executive board
management to committees; these relate mainly to C-suite-level succession and remuneration decisions. In most
companies, the chair of the supervisory board also chairs these committees.
Six companies have established a Presiding / Presidial committee. All DAX 40 companies have established either a
nomination or nomination and remuneration committee. Some companies combine the nomination committee with the
Presiding, governance or ESG committee.
About 90% of the supervisory boards maintain a nomination committee to oversee preselection of shareholder
representatives for election by the AGM. On average, the nomination committee meets just twice a year, as members
convene only when necessary.
At an average 3.5 members, Germany’s nomination committees (including joint NomCo/RemCo committees) are the
smallest in Europe. (The largest nomination committees are seen in the UK, where they average 11 members.)
Supervisory board reviews
Supervisory board reviews (Effizienzprüfung) remain important means of assessing best practice in the boardroom, as
recommended by the GCGC [D.12]: “The Supervisory Board shall assess, at regular intervals, how effective the
Supervisory Board as a whole and its committees fulfil their tasks. The Supervisory Board shall report in the
Corporate Governance Statement if (and how) the self-assessment was conducted.”
Individual compliance statements show that 38 of the DAX 40 companies covered in the Board Index carry out board
reviews. Engaging an external consultant is rare — only eight (21% ) of the companies in this cohort used external
support, although the proportion has increased from three in 2021. External board reviews are conducted less
frequently than regular board reviews.
During 2022, 26 (65%) of the DAX 40 companies conducted a board review. Eighteen (47%) companies carried out an
internal board review — a marked decrease from the 32 companies that did so in 2021.
12 companies (32%) had no board review in 2022 (compared to four in 2021). One of the DAX 40 companies (versus two in
2021) did not disclose information on the subject.