Global Corporate Governance Guidelines Board of Directors Role, composition and Notwithstanding these differences, our maximum board effectiveness, effectiveness research and experience suggests that finding a balance between there are certain universal principles continuity and fresh perspectives Composition and effectiveness of the which help to create effective and taking timely action to address board of directors is fundamental to company boards that lead and emerging issues through board robust corporate governance contribute to long-term value creation refreshment. practices and is of utmost importance for both the company’s investors and – A scertain that all board members to the long-term success of businesses, other key stakeholders. We therefore have sufficient time and energy to their investors and other stakeholders. expect boards of all companies to: fulfil their responsibilities towards – Have a mix of competences, skills the company, its investors and other The key responsibilities of the board and experience that would enable stakeholders, both under normal include: setting and testing the effective supervision and advice to circumstances and in extraordinary strategy proposed by the executive the management across all aspects situations that may pose significant and overseeing its execution, of the company’s activities that are additional demands on directors’ determining risk appetite for the critical to the success of the business time. business, ensuring independence and and its long-term sustainability. – E stablish accountability of all board effectiveness of external audit, – Exhibit essential diversity attributes members to shareholders through succession planning for both the determined by key characteristics of regular board elections and executive and the board as a whole, the business, including its products dialogue with investors, and ensure and creating a culture that promotes and services, geography of directors have direct exposure to desired behaviours and encourages operations, demographics of other key stakeholders as employees to act with integrity. customer base and workforce, appropriate. expectations of its key stakeholders, The term “board” in this document as well as existing and emerging AllianzGI’s general expectations of covers the unitary board, the two-tier areas of risk, technological board composition and practices board and the unitary board developments and sustainability are set out below. However, we supported by an executive body aspects. Boards should aim for a understand that each company’s whose members may or may not be diversity of perspectives and circumstances are unique and will be members of the public company experience, including professional keen to learn how alternative board. In companies with a two-tier experience, gender, ethnicity, as governance structures and practices board structure, the term “executive well as national, cultural and social benefit their business, investors and director” applies to Management background that would add value other key stakeholders, and how Board members, and the term “non- to board and management potential governance risks are executive director” applies to deliberations and decision-making. addressed. Supervisory Board members. – Include an adequate number of high-quality independent directors Size, independence and The composition of a board of with sufficient powers to protect the diversity directors will vary based on the board interests of unaffiliated investors structure and the legal and regulatory and other stakeholders in situations AllianzGI believes that for maximum framework applicable to the company. where conflicts of interests might effectiveness a board should include A company’s ownership structure is arise. between five and 15 directors and up another powerful factor that can – Ensure that board size, composition to 20 directors for companies with shape the composition of its board. and processes are optimal for codetermination structures. We 5