Global Corporate Governance Guidelines similar to those available under normal AllianzGI supports all-employee equity the Remuneration Committee and circumstances. We will vote against plans as we generally consider these fully disclosed to shareholders in a any severance payments or retirement beneficial in aligning employee Remuneration Report. bonuses when the amount paid is not interests with shareholders. However, disclosed or the recipient is moving to we may not be able to support AllianzGI supports annual votes on another position within the company. employee share plans, which appear executive remuneration, which provide to be excessively dilutive for the most consistent and clear AllianzGI expects disclosure of a policy shareholders. communication channel for addressing possible hedging of the shareholder concerns about company’s stock by its executives, Remuneration of Non- companies’ executive pay programs. where such activity is permitted. Using Executive Directors AllianzGI encourages moves to give hedging instruments to protect shareholders a vote on executive management against negative share AllianzGI believes that compensation remuneration. price movements undermines the of non-executive directors should be purpose of equity incentive plans and structured in a way that aligns their AllianzGI will vote against remuneration reduces alignment with shareholder interests with long-term interests of related proposals – either on policy or interests. shareholders, does not compromise the report – where insufficient their independence from management information has been provided to We note that, in some markets, or from controlling shareholders of the allow investors to make an informed companies seek approval of a so company, and does not encourage decision. called “budget” to pay its directors, excessive risk-taking behaviour. In without disclosing details of the particular, AllianzGI believes that non- AllianzGI expects all companies that remuneration policy or approach. In executive board members should not received high levels of dissent on their such cases, AllianzGI will review past receive variable remuneration, equity remuneration proposals to understand remuneration of directors and incentives or retirement benefits as the rationale behind negative votes management, as well as proposed pay these could compromise their and address investor concerns. We levels. We may not approve significant independence and ability to hold may vote against the Chairperson increases in board remuneration that management accountable. and members of the Remuneration are not linked to material changes in Committee where shareholder the business, or in the number, roles AllianzGI believes that non-executive concerns remain unaddressed despite and responsibilities of directors. We directors’ fees should be sufficient to significant shareholder dissent or would like to see all remuneration attract directors of appropriate calibre where we remain unsatisfied with related proposals to be sufficiently and experience, while all notable the remuneration policy following detailed to allow shareholders to differences in board members’ fees engagement with the company. assess the structure of and approach should reflect their responsibilities and to director remuneration. time commitment and be clearly AllianzGI expects all plans that allow explained and justified. grants of shares to executive directors Employee Remuneration to be put to a shareholder vote, We expect all non-executive directors regardless of whether the shares are Remuneration structures and to share their expertise and offer newly issued or purchased on the frameworks for employees should help advice to the board and management market. reinforce corporate culture and foster as part of their role. We therefore find performance. In this respect and in any chargeable consultancy services We also believe that all incentive accordance with applicable laws provided by directors inappropriate, as plans should be of a limited duration AllianzGI encourages companies to they compromise directors’ objectivity and require shareholder approval provide shareholders with information and ability to hold management prior to renewal. on the ratio between senior accountable. management compensation and that AllianzGI believes that the of the wider workforce, including AllianzGI cannot approve a substantial Remuneration Committee should have calculation methodology and changes increase in directors’ fees without a discretion to adjust pay levels under over time. robust justification by the company. the remuneration policy to reflect shareholder experience and help Performance measurement for staff Remuneration Committee avoid reputational and other risks to remuneration should incorporate risk and “Say on Pay” the business. However, we do not considerations to ensure that there are approve of unlimited discretion. no rewards for taking inappropriate The company’s remuneration policy risks at the expense of the company and the structure/quantum of pay for and its investors. each director should be determined by 18