01 Our sustainability approach 02 Sustainable investing 03 Active stewardship 04 Corporate sustainability 05 Appendix 03.7 Exercising our voting rights Principles 7 11 12 Overboarding is a major ongoing concern 1. In France, we observed in 2022 several Auditor-related votes Capital-related resolutions in many markets. As demands on non- successions at the top of CAC40 We expect investee companies to We continued to vote against large executive directors increase in times of companies where the outgoing CEO regularly evaluate and retender audit capital issuance authorisations that were economic uncertainty and geopolitical and chair was appointed as non- contracts and to change auditors after not supported by a credible business risk, we voiced our concerns and typically independent non-executive chairman. a maximum of 20 years of service unless rationale from management. We voted voted against when full-time executives While we welcome the dissociation of stricter local laws apply. We voted against against 16% of capital-related proposals take on more than one non-executive CEO and chair roles, we voted against 28% of proposals to ratify the auditor in 2022 (2021: 15%). Only in exceptional role, or when non-executive directors the appointment as chair when it was (2021: 26%), especially when there was circumstances will we support an increase take on too many appointments in public not for a short period of time to ensure a no commitment from the company to in capital with pre-emption rights of and private companies. We encourage smooth transition. This position explains retender the audit mandate. We continue greater than 33% and an increase in companies to improve gender diversity the increase in dissent votes around to have concerns about some Chinese capital without pre-emption rights of and, in the UK and the US, ethnic diversity directors’ election from 22% in 2021 to companies and voted against 46% of greater than 10% – and only when it is 14 of their boards. We expect this to be 33% in 2022. resolutions. Although this marks an justified by an individual company. achieved by broadening the pool of improvement on 2021 (60%) due to better talent from which to select, rather than 2. In 2022, we voted against the senior disclosure on auditors’ qualifications and As in previous years, our concerns focus excessively overboarding individuals independent director of a UK-listed audit fees, we expect more companies to on certain markets. In Hong Kong and and exposing them to heightened mining company due to concerns provide a breakdown of audit fees versus Taiwan, we voted against almost 30% professional risks. around overboarding. In addition to non-audit fees for investors to evaluate of capital-related resolutions. In several being a non-executive director at the the independence and objectivity of European markets such as Germany, Concentration of power at the top of company, the nominee held a number the auditor. France and Spain, we voted against a company through combined chair/ of chairman roles at various listed in more than 30% of cases. Frequently, CEO roles also led to votes against. (and private) entities. Given that the our votes against were because In these cases, we expect companies to apparent workload went beyond our companies did not provide pre-emption put appropriate checks and balances in policy limits, we withheld our support rights according to our expectations. place, such as the appointment of a lead at the AGM to make clear our concerns independent director. around the nominee’s capacity to discharge their responsibilities. 14 Note that AllianzGI applies stricter rules for Germany. Allianz Global Investors Sustainability and Stewardship Report 2022 91