Global Corporate Governance Guidelines AllianzGI will not support the election Voting on director elections own directors to the board. We will of candidates to Fiscal Councils, vote case-by-case on proposals to Boards of Statutory Auditors or any AllianzGI sees the power to elect or reimburse proxy solicitation expenses. other audit and control bodies unless remove company directors as a When voting in conjunction with the full information on the candidates is fundamental shareholder right. We support of a dissident slate, AllianzGI provided at the time of voting and the consider the majority-voting standard will support the reimbursement of candidates meet the criteria of to be an appropriate mechanism for appropriate proxy solicitation independence and expertise similar to electing/removing directors. expenses associated with the election. those for the Audit Committee. AllianzGI expects to be able to vote on Remuneration committee each director individually. We will only AllianzGI expects the Remuneration be able to support a bundled Committee to be at least 50% proposition on the election (or independent and comprise directors discharge) of directors if we are who have the qualifications, satisfied with the overall board experience, skills and capacity to composition and the performance of contribute effectively to the every director. committee’s work. In companies with co-determination structures, we AllianzGI believes that all directors expect the Remuneration Committee should be subject to re-election at to be at least one-third independent. regular intervals (ideally annually) to ensure effective board governance AllianzGI will vote against any and accountability to shareholders. executive director, including an Consequently, we will support efforts Executive Chairperson, standing for to declassify classified/staggered election if they are expected to serve boards with a view to helping on the Remuneration Committee. eliminate any barriers that hinder the board’s ability to adapt quickly in a Nomination committee changing environment. AllianzGI expects the Nomination Committee to be at least 50% Proxy Contests independent and comprise directors Proxy contests are among the most who have the qualifications, difficult corporate governance experience, skills and capacity to decisions because an investor must contribute effectively to the determine which group is best suited committee’s work. In companies with to manage the company. Factors co-determination structures, AllianzGI AllianzGI will consider in voting on expects the Nomination Committee to proxy contests include the following: be at least one-third independent. – S trategy of the incumbents versus the dissidents; We expect the Nomination – Past performance relative to peers; Committee to report to investors as – M easures taken by the board to regards the continuing address issues raised by the appropriateness of the board dissidents and other investors; composition and diversity, and steps – E xperience and skills of director taken to refresh the combination of candidates proposed by both sides; experience, skills and diversity of – G overnance profile of the company; perspectives on the board. and Furthermore, we expect the – E vidence of management Nomination Committee to have a entrenchment. succession plan in place for the key board and management positions, AllianzGI expects activist shareholders and would like to see a statement to to engage in a robust constructive this effect in the annual report and dialogue with the board of the target accounts. company before seeking to appoint 1) This guideline will not appl y to Japan, Hong Kong and Singapore where we believe a longer transition period will be needed to achieve 30% gender diversity on boards. 2) Directorships in subsidiaries of a group are considered as part of a single board position. 9