Skip to Main Content

Our survey approach

2023 Germany Spencer Stuart Board Index

The 2023 Germany Spencer Stuart Board Index covers the DAX 40 companies. The purpose of the survey is to provide a substantial review of governance practices in these largest German companies, according to market value on our review date of 31 August 2023.

Fresh data is compared with that gathered for our 2020 survey, in order to identify significant trends and new developments among these top 40 companies. However, because a larger cohort — of 68 companies — was reviewed in the 2020 survey, some long-term trends cannot be compared exactly with earlier editions.

We continue to monitor key governance work, such as the size of the supervisory board and diversity.

In deciding to review only the DAX 40 companies, we have expanded our examination to reflect principal themes that engage the Dax 40 community, such as ESG, diversity, and the international focus of boards in general.

Information has been compiled from publicly available sources. Company data relates to the 2022 fiscal year (corresponding to the 2022 annual reporting season). Personal data, however, such as age or tenure, relates to the 31 August 2023 cut-off date, as do AGM elections to the supervisory boards.

Legal structure

The standard corporate form of an Aktiengesellschaft (AG, stock corporation) remains the most widely adopted structure among the DAX 40 companies, at 24 companies (60%). This figure is up from the 21 companies recorded in our 2020 Board Index.

Adoption of the Societas Europaea (SE) form for European companies has fallen to nine companies (22.5%), down from 13 companies. Other legal forms such as AG & Co, KGaA, SE & Co, KGaA, and plc are less common.

In general, publicly listed AG companies in Germany must maintain a dual-board system [two-tier board]. However, the SE form does permit businesses to operate under a unitary board; two companies (Airbus SE and Linde) pursue this form.

Companies based abroad are not subject to Germany’s Co-Determination Act, which governs employee participation in the management of the companies they work for. Among the DAX 40 group under review, this exemption applies to Airbus and Qiagen.

Companies operating as European public limited companies (SEs) that were not subject to co-determination when they were founded are permitted to continue to do so, even in the event of subsequent changes such as the size of the company (as seen at Brenntag and Vonovia, for example). Financial holding companies such as Porsche Automobil Holding are an exception. DAX companies that are subgroups of parent companies that are not subject to parity co-determination are also exempt; thus among our survey group Fresenius Medical Care and Siemens Healthineers are not subject to co-determination.

The supervisory board in Germany reflects the widely operated two-tier system of corporate governance. This allows for the institutional separation of company management (through the management board) and control (through the supervisory board). The supervisory board (“Aufsichtsrat”) supervises the management, working through the executive committee (“Vorstand”), which is responsible for the day-to-day management of the company.

Both boards are usually strictly separate, to maintain the required independence between the supervisory board and the executive board. Only an independent non-executive director may be appointed as chair of the supervisory board.