MDAX—2019 Supervisory Board Study Key insights from this year’s analysis by Russell Reynolds Associates

Summary Over the past year, Germany's MDAX companies have experienced significant change. The number of companies in the index increased by 10, bringing the overall total to 60. Moreover, 11 "old economy" firms, including Jungheinrich, Krones, Leoni, Salzgitter and Schaeffler, were ousted by pharma, med and biotech risers, such as Evotec, Morphosys, Qiagen, Sartorius and Siemens Healthineers, as well as "new economy" powerhouses like Dialog, Nemetschek, Software AG, Telefonica D, and United Internet. This was also an exceptional election year, with 106 shareholder representative positions expiring. All positions were filled. A total of 67 board members were re-elected, while 36 were replaced. The three remaining roles were absorbed by changes to board sizes. Female shareholder representation surpasses 30 percent For the first time, the share of female shareholder representatives surpassed the required quota, reaching 30.6 percent. Including employee representatives, women now make up 32 percent of supervisory board members.

A total of three boards are now chaired by women. However, there is still a major gender discrepancy concerning positions of power when comparing chairpersonships and especially executive board positions. Only four companies can boast more than 30 percent of female executives, while 40 MDAX companies do not have a single woman in a leadership role.

Accelerated increase in digital directors The number of digital directors on MDAX supervisory boards showed a significant 30 percent year- on-year increase. However, digital expertise is still unevenly spread in the MDAX. Seven companies have three or more digital directors, while 57 percent of boards completely lack digital expertise. Share of international board members higher compared to DAX 30 International supervisory board members in MDAX companies increased slightly. A total of 27 percent of shareholder representatives are non-German nationals. This trend was largely driven by the new companies joining the index. Implications of new German Corporate Governance Code A strict interpretation of the new German Corporate Governance Code (DCGK) will have major implications for MDAX companies. A total of 47 shareholder representatives would not be deemed independent, because their board tenure exceeds 12 years. A further 72 shareholder representatives would be considered “over-boarded”, according to the new definition of this phrase. Outlook Based on term durations, 2020 will likely be an average election year. However, the new Code and four index composition changes that have been either announced or already implemented may yet result in significant changes.

AUTHORS Jens-Thomas Pietralla leads the firm’s Board & CEO Practice in Europe and serves as Global Head of the Industrial & Natural Resources Sector. In this capacity, he leads the firm’s business with clients in aerospace and defence, automotive, capital and electrical goods, chemicals, energy, and industrial services. Jens-Thomas helps companies build superior boards and advises his clients on leadership matters, succession planning and strategy. Recent work includes searches for a number of CEO, CFO and other CxO positions, as well as assignments for chairmen and non-executive directors at listed and private equity–owned companies around the globe. He is based in Munich.

Thomas Tomkos leads the firm’s German Board & CEO Practice and the European CFO Practice and heads the Aviation, Aerospace and Defence practice in Europe. Previously, he led the firm’s German

operations as country manager for more than seven years. Thomas conducts high-profile searches for board members, presidents and CEOs of public, privately held and family-owned companies and recruits members for advisory/supervisory boards in various sectors. He also leads board effectiveness projects and leadership assessments in development and M&A environments in a broad range of industries. He is based in Hamburg.