Global Corporate Governance Guidelines appointment of a combined support such an appointment in some AllianzGI expects executive and non- Chairperson/CEO where: circumstances, including the following: executive directors to have sufficient – T he combination of the roles is – The arrangement is temporary to capacity and energy to discharge their temporary and covers a cover a specified restructuring or board and committee responsibilities restructuring or a transition period transition/ succession period of no both under normal circumstances and of no longer than three years; or longer than three years; when special situations or unexpected – The board meets AllianzGI’s – After a cooling-off period of ≥ five developments require substantial independence criteria, has a Senior/ years and provided there is an additional time commitment. Over- Lead Independent Director appropriate balance of commitment by directors is a serious appointed to counterbalance the independence on the board; concern for investors as it can concentration of power at the top, – The Chairperson to be is a founder compromise the quality of boards and there are no major concerns and/or a major shareholder with and, where directors hold full-time over governance practices at the a significant influence over the executive positions, their executive company. company; or responsibilities. While each director’s – There is a convincing rationale circumstances will be different, we will AllianzGI has a strong preference for provided by the company (eg, question all instances where: an independent non-executive strong need for specific expertise – A n on-executive director has more Chairperson of the board. However, and skills that are difficult to find than six non-executive roles in we may support the election of a non- outside the company). public or private companies2. We independent Chairperson if his/her expect the total number of board election is well justified and deemed In all instances, we will be looking at mandates to be even smaller where to be in the interests of the company the quality and independence of the directors have board committee and its investors, and provided the board to ensure appropriate checks responsibilities or other significant board has an appropriate balance of and balances are in place and the external commitments; independence. AllianzGI expects a interests of minority shareholders are – A n on-executive Chairperson has Senior/Lead Independent Director to protected. more than one additional non- be appointed in such circumstances. executive chairmanship, or more Considerations when voting than three additional non-executive AllianzGI values the role of a Senior/ on director election directorships in public or private Lead Independent director and companies; recommends that all companies AllianzGI cannot make an informed – A f ull-time executive director, create this role. A Senior/Lead decision in the absence of sufficient including an Executive Chairperson, Independent Director is important information on nominees at the time of has more than one non-executive for investors as he/she is expected to voting. Hence, we expect all role in a private or public company. be a strong independent voice on the companies to disclose: the names, core board, able to advise and challenge competencies and qualifications of the AllianzGI believes that in companies the Chairperson. This is why any candidates, diversity characteristics with a dual board structure, the candidate for this role should be and skills the candidates bring to the Supervisory Board should comprise no unquestionably independent. A board, as well as professional and more than one former executive to Senior/Lead Independent Director other background, recent and current maintain a proper balance of should support the Chairperson, board and management mandates at authority and responsibility between ensure appropriate checks and other public and private companies, executive and supervisory bodies and balances on the board where the factors affecting independence, and to encourage independence and fresh Chairperson is not independent, attendance at board and committee perspectives on the board. implement an orderly succession plan meetings. for the Chairperson, and act as a point AllianzGI does not approve of age or of contact for investors, non-executive AllianzGI expects directors to attend tenure limits for directors, as our directors and senior executives where all board and committee meetings preference is for boards with a good normal channels of communication held during the year. We expect balance of continuity and fresh through the Chairperson are disclosure of individual directors’ perspectives. However, where limits considered inappropriate. attendance in the annual report. The have to be set, we prefer to see these company must explain all instances of expressed as a maximum number of AllianzGI does not approve of a nonattendance. We will not consider terms that directors can serve rather former CEO being appointed as “other professional or personal than the age of individual board Chairperson of the board as this can commitments” as an appropriate members. In companies and markets affect the balance of authority and justification for a director’s non- where board tenure is not seen as a responsibility between the board and attendance except in the first year factor affecting directors’ management. Exceptionally, we may following the appointment. independence, we will normally vote 7