Allianz Global Investors (AllianzGI) has carried out its annual analysis of the exercise of its voting rights at general meetings (proxy voting), based on its participation to 9,137 (2022: 10,205) shareholder meetings and its vote on nearly 100,000 (95, 512 ) resolutions tabled by the Board of Directors and shareholders.

AllianzGI has voted against, abstained or refrained from voting on at least one agenda item at 71% of meetings worldwide (2022:  69% Globally, the company opposed 18% of capital proposals, 24% of director elections and 41% of remuneration proposals, reflecting its high expectations of corporate governance.

Focus on Belgium

Overall, votes against resolutions tabled by the Board of Directors increased from 16% to 23% in 2023, mainly due to votes against executive remuneration.

Executive pay: We voted against 61% of the remuneration reports (44% in 2022), due to a lack of information on the structure of variable remuneration; and in particular concerning the robustness of the target-setting mechanisms and the inclusion of specific, measurable and relevant ESG-related performance indicators, as well as the discretionary power of the remuneration committee. ​

Election of directors and matters relating to directors : We voted against 13% of these resolutions (8% in 2022). Votes against the election of directors were the highest, at 26% (16% last year). The votes against were motivated by concerns about multiple directorships and excessively long terms of office, as well as the lack of independence of the directors sitting on the Audit Committee. ​ Capital resolutions: AllianzGI voted against 28% of the capital proposals (21.7% last year). These votes were mainly motivated by concerns about the high dilution of these plans. Auditors: We voted against 14% of the proposals relating to auditors (18% in 2022). We note that some companies continue to employ the same auditors over a long period or pay non-audit fees that are too high in relation to audit fees without providing sufficient justification.

Remuneration ​

AllianzGI notes that remuneration continues to cause concern in Europe, with the highest number of votes against in Germany (48%), Italy (55%) and Belgium (61%). Concerns about transparency are highlighted, particularly in Germany and Italy, with regard to the clear publication of the link between performance and remuneration. The vast majority of large European companies now include ESG performance indicators in their remuneration policies, which represents progress. AllianzGI has been recommending this for several years. ​

At 70%, AllianzGI's opposition rate to remuneration-related proposals remained high in the US in 2023, although it decreased slightly compared to 2022. AllianzGI continues to note that many US companies use remuneration systems that reward short-term market trends rather than reflecting executive outperformance.

Shareholder resolutions

There were a record number of shareholder resolutions last year, but lower average levels of support - falling to around 22% from a peak of 33% in 2021. ​

AllianzGI voted on 629 resolutions in the United States, including 60 on corporate governance, 62 on remuneration, 211 on various social issues and the remainder on environmental and other resolutions. In the US, AllianzGI supported 86% of all climate-related shareholder resolutions, 100% of human rights resolutions and 91% of resolutions on greater transparency of political contributions and lobbying. ​ ​

Matt Christensen, Global Head of Sustainable and Impact Investment at AllianzGI, comments: " As several market surveys show, shareholder support for key ESG resolutions in the US has fallen in 2023. Against this trend, AllianzGI has shown a continued commitment to key ESG resolutions, in line with the stronger ESG beliefs of European investors. We intend to continue to use the power of our votes to help shape a more sustainable future for the companies and businesses in which we hold stakes." 

Climate resolutions ​

AllianzGI has noted a significant drop in the number of "Say on Climate" resolutions in 2023, with only around thirty being passed, compared with around fifty in 2022. In Europe, most of these resolutions are still tabled in France and the United Kingdom, while Australia is the most active country outside Europe in this area. ​

Promoting high-quality boards of directors

AllianzGI attaches great importance to the quality of boards of directors, because good governance goes hand in hand with better financial performance and high sustainability standards. In 2023, AllianzGI continued to vote against nearly a quarter (24%) of the directors standing for election, and against the proposals of several companies whose boards and/or board committees were not sufficiently independent (2022: 25%), either because the directors' terms of office were too long or because they were representatives of the main shareholders. ​ ​

Antje Stobbe, comments: " We continue to reinforce our expectations of independence and ask boards to introduce an independent chair of the audit and remuneration committee from 2024. Multiple mandates are a major concern in many markets. As the demands on non-executive directors increase in times of economic uncertainty and geopolitical risk, we have raised our concerns and generally voted against candidates where they hold an executive position and have more than one directorship or where non-executive directors accept too many appointments in listed or unlisted companies."