The executive board is the decision-making body for a stock corporation’s strategic and operational business and should align the business with sustainable enterprise success. This means that it plays a particularly important role in the undertaking’s business development. We accept and recognise this without reservation.

We are clearly against golden parachutes and long contractual notice periods for terminations. Contracts should not be entered into for periods of more than three to five years. We support the limitation of personal liability for members of the executive board and senior managers, since otherwise decisions would be taken in line with the principle of risk aversion.

By contrast, we are of the opinion that it is permissible for entrepreneurial activities to be associated with a certain (controlled) risk. We therefore support the introduction of directors & officers (D&O) insurance, which provides cover for damages in the case of (non-negligent) management errors. In this context, we are in favour of awarding management incentives in the form of higher, performance-related pay.

The following factors are considered problematic when it comes to votes approving the actions of the executive board:

• Persistent underperformance in comparison to peers in the sector.
• Inadequate risk management procedures, failure to observe compliance rules and certain pending proceedings.
• Clear and persistent failure to comply with key ESG and governance guidelines.