A year on from having achieved the 30% quota, fewer women are joining DAX-30 supervisory boards
- The DAX-30 supervisory boards elected in 2019 did not achieve the women's quota
- Number of digital experts in supervisory boards is growing rapidly
- Internationalisation still elusive: 70% of supervisory board members are German
- Linkage of DAX-30 companies via supervisory boards has declined strongly, but the new corporate governance code would still require board members to relinquish 82 seats
- Deutsche Bank supervisory board members earn the most of all DAX members
A year after having made the statutory women's quota of 30% in DAX-30 supervisory boards (shareholders), numbers of newly elected female supervisory board members have shrunk. Women made up only 23% among newly elected supervisory board members, the smallest number since 2010. The overall quota did not decline because proportionately more men retired than women. The current quota is thus 32.3%.
Supervisory board chairs or committee chairs were likewise not filled with women for the most part. Of 30 supervisory board chairs, two are women in 2019, one more than in 2018. The addition is Martina Merz at Thyssen Krupp. Of 132 committees, 17 are chaired by women. While this is six more than 2018, five positions are held by Martina Merz.
This is the result of a survey done by Russell Reynolds Associates, a global leadership advisory and search firm. For the past nine years the company, which specialises in recruiting candidates for top-tier positions, has been analysing the composition of DAX-30 supervisory boards by conducting an annual survey.
"The dynamic increase of female representation has clearly lost momentum in 2019. Likewise, women's influence on DAX-30 supervisory boards is only increasing slowly. Measured by board and committee chairs, the unequal distribution of power between men and women persists.", says Jens-Thomas Pietralla, head of the European CEO and board practice at Russell Reynolds Associates. "This is also true for executive boards. While eight DAX-30 companies have 20% or more women in their executive boards, seven have none."
The recruitment of digital experts to DAX-30 supervisory boards on the other hand has shown significant progress. Ten new digital experts were selected for supervisory board seats in 2019 and more than two-thirds of all DAX-30 companies now have digital expertise on their supervisory bodies.
The impact of the new German corporate governance code
The Russell Reynolds survey also concluded that linkage of DAX-30 supervisory board members has been much reduced.
Seven companies are connected to five or more other DAX-30 companies via their supervisory board members. 16 companies are entwined with up to four other DAX-30 companies. Seven companies have no ties to supervisory board members at other DAX-30 companies.
Analogously, the accumulation of offices declined in DAX-30 companies. In 2016, there were still three supervisory board members with four DAX-30 seats each, 13 with three, and 15 with two. In 2019, there was only one supervisory board member left with four seats, five had three, and 22 had one.
"Unbundling is moving ahead", concludes Dr Thomas Tomkos, head of the German CEO and board practice at Russell Reynolds Associates, "the accumulation of board roles is being reduced, and the cross-linkage previously known and criticised as Deutschland AG no longer exists in that form."
However, should all recommendations of the new German corporate governance code – even following its latest revision – be implemented, the survey reveals the current composition of the DAX-30 supervisory boards would have to be changed dramatically.
The new code definition would deem seven supervisory board chairs and 14 supervisory board members not independent, i.e. occupying their respective seats for more than 12 years. 38 supervisory board members would be considered 'overboarding-endangered', i.e. would have too many seats.
To meet the code in its latest iteration, supervisory board members would have to vacate 23 seats and 'normal' supervisory board members would have to vacate 59 seats. In other words, the current DAX-30 board members would have to resign from a total of 82 seats in supervisory boards or similar controlling bodies. "Strictly implementing the new governance code would be explosive.", reckons Thomas Tomkos.
Internationalisation remains elusive
Internationalisation of supervisory bodies saw a slight increase in 2019; the percentage of supervisory board members without a German passport grew from 28% to 30%. But half of that increase came by virtue of the Linde/Praxair merger that resulted in four Americans joining the DAX 30.
"Regarding internationalisation, Germany is lagging behind other countries.", says Tomkos. By way of comparison: The Swiss equivalent of the DAX 30, the SMI, has almost twice as many non-Swiss members (57%).
2018 remuneration was also examined by Russell Reynolds' survey. A steep gradient was observed in the DAX. Top spot goes to Deutsche Bank. A Deutsche Bank supervisory board member gets six times as much as a Merck supervisory board member. On average, DAX supervisory board members received EUR 191,000, an increase of 7.3% compared to 2017.
The gap between incomes earned by supervisory board members and CEOs is likewise large. On average, a CEO gets 14 times as much as a supervisory board chair. Total remuneration of DAX board members also differs greatly. Last year, Deutsche Bank paid its ten board members more than EUR 70m, which was eleven times as much as RWE paid its two board members.
The Russell Reynolds survey is conducted annually and examines DAX-30 supervisory board members according to the criteria of gender, nationality, experience gathered abroad, length of term, breadth of experience, and number of seats held. Results are expressed by a mark, and the average mark rose from 2.2 in 2018 to 2.0 in 2019. This year, Daimler, Lufthansa, and SAP ranked highest.
The survey was based on analysing the composition of DAX-30 supervisory board members following 28 of the 30 AGMs in 2019. Since the two remaining AGMs (Wirecard and Linde Praxair) will only be concerning themselves with re-elections and not with replacements, it may safely be assumed that the composition of the supervisory boards will not change.
Digital experts are IT and Internet executives with operational digitisation experience, chief information officers (CIOs), chief digital officers (CDOs), company heads of IT, and experts regarding IT, Industry 4.0, digital media, digital marketing, and digital content (professors, researchers, members of institutes).
About Russell Reynolds Associates
Russell Reynolds Associates is a global leadership advisory and search firm. Our 425+ consultants in 46 offices work with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today's challenges and anticipate the digital, economic and political trends that are reshaping the global business environment. From helping boards with their structure, culture and effectiveness to identifying, assessing and defining the best leadership for organizations, our teams bring their decades of expertise to help clients address their most complex leadership issues. www.russellreynolds.com
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