Investor influence on diversity issues is less than expected

Institutionelle Investoren versuchen zunehmend, ihren Einfluss bei ESG-Themen geltend zu machen. Dabei dürften zwei Dinge eine Rolle spielen: Zum einen wollen sie damit ESG-Risiken in ihren Investments vermeiden, zum anderen spielt sicher auch der Wunsch eine Rolle, die Welt ein Stückchen besser machen zu wollen.

After E topics, there is now influence on S and G topics
It all started with the e-topics, i.e. the ecological topics, but the pressure from investors is also slowly growing on social and governance topics

Big international investors such as BlackRock, Federated Hermes, Norges or Amundi oblige issuers to be more diverse, i.e. to have sufficient gender diversity, a broad skill set, international perspectives or even to represent ethnic minorities in the management bodies.

Doch offenbar geht das nicht immer geschmeidig und geradlinig: Eine am 30. April veröffentlichte Untersuchung eines Expertinnen-Netzwerks der Hochschule für Wirtschaft und Recht (HWR) in Berlin fand heraus, dass der Investoren-Einfluss beim Thema Diversity begrenzt ist – zumindest in Deutschland. Untersucht wurde, welche Einflussmöglichkeiten Investoren prinzipiell haben, um Diversität zu fördern; inwiefern sie ihren Hebel für mehr Diversität bereits nutzen; und wie groß der Einfluss am Ende ist. Das Ergebnis ist ernüchternd, denn der tatsächliche Einfluss ist äußerst gering.

Investor influence in terms of diversity is limited
As a result, institutional investors exercised their voting rights in just under half of the cases in the 2020 annual general meeting season in accordance with the diversity requirements formulated in the respective investment guidelines. In contrast, 52% - and thus the majority - of the voting rights were exercised against the defined diversity requirements or not at all. "None of the 30 most influential investors turned out to be a pioneer for the topic of diversity in the last general meeting season - neither in the investment guidelines nor through the actual voting behavior at general meetings," explains the academic director of the HWR, Dr. Philine Sandhu (see photo). She therefore sees “a lot of catching up to do” in terms of diversity at Dax and MDax companies.

Dr. Sandhu sees the danger that big German companies, whose executive and supervisory boards are still composed very homogeneously, could take risks with access to equity.

The study finds the following reasons for the limited influence of investors on diversity requirements:

• The big institutional ones don't have that many votes to be able to exert a great deal of influence. The 30 most influential institutional investors in the DAX® and MDAX® only hold 23% of the voting rights in the listed companies. The remaining voting rights are largely divided between unidentifiable investors and large anchor investors.
• So far, not all investors have given the topic of diversity a high priority.
• Access to diversity data is difficult. In some cases, the responsibility for the topic in the respective supervisory board is also unclear, so that this information can only be determined in a dialogue between the investor and the issuer.
• Foreign investors often do not understand the German corporate governance system, which distinguishes between company management (board of directors) and the supervisory body (supervisory board). In other countries there is often only one single board of directors.

Voluntary work didn't help much. Now the legislature comes with rules
The German legistlation is increasingly strengthening the influence of investors on corporate governance, most recently, for example, through the law to implement the second shareholder rights directive (ARUG II).

However, there is currently no uniform format for diversity-related data. "There are already a number of disclosure obligations under the HGB, but these are often not meaningful enough for investors due to a lack of structure and comparability," says Dr. Sandhu and demands: “To create more transparency, we advocate standardized disclosure requirements in a standardized format. On the one hand, companies should be obliged to publish all résumés of executive and supervisory board members on their websites. Second, we recommend the publication of a number of diversity indicators. "

In an international context, too, there are different approaches that make it difficult to treat portfolio companies in a uniform manner in globally oriented custody accounts. Dr. Sandhu: “For the German market, it is important to take into account the peculiarity of the dualistic governance system. International investors are partially satisfied when 30% of the supervisory board in Germany is women, but overlook the fact that in the actual power house, the executive board, zero percent are women. ”Unfortunately, the diversity figures are difficult to compare internationally due to the different systems. "It is therefore worth looking at deeper indicators for gender diversity," says Sandhu: Are women adequately represented in the committees? Is there a governance structure for diversity on the board? Does the company give the topic sufficiently high priority, e.g. by means of a public commitment to diversity?

More could be done
As the three most important levers that investors can use to improve diversity issues in companies Dr Sandu mentions the following:

• The formulation of clear engagement policies and specific target expectations in the investment guidelines: To what extent does diversity play a role in the competence profile of the supervisory and executive boards? Which specific target values should be met (e.g. 40% women on the supervisory board)? What are the requirements for a convincing diversity strategy in the company? We have shown in our study which aspects can be taken into account.
• The use of voting rights in appointments to the supervisory board for various candidates. Systematic succession planning with various profiles can be requested in advance in the Investor Relations Dialog.
• The opportunities for relief can also be used to a greater extent if efforts to achieve diversity are repeatedly inadequate. As a reason it is conceivable, for example, that target values for the proportion of women are unambitious or that legal diversity requirements are not adhered to.

Sandhu sees potential for change not only in the portfolio companies, but also in the investors: “Ultimately, investors should also set a good example themselves. If they do not reflect diversity in their own personnel structures, they are less credible in demanding this from their portfolio companies. "

The following experts collaborated on the study:

• Philine Sandhu, Berlin University of Economics and Law
• Daniela Heyer, Storengy Deutschland GmbH
• Gabriele Apfelbacher, Cleary Gottlieb Steen & Hamilton LLP
• Lukas Marschallek, Alumnus of Berlin University of Economics and Law

The study was funded by the Federal Ministry for Family, Seniors, Women and Youth. You can download it Here heruntergeladen werden.

 

Foto: Dr. Philine Sandhu