Allianz Global Investors
Global Corporate
Governance
Guidelines
Active is: Allianz Global Investors

January 2023

Value. Shared.

Global Corporate Governance Guidelines

Content3					Preamble
4					Disclaimer
5					 Board of Directors
10 			Audit and Risk Management12			Shareholder Rights, Capital Authorities,
Corporate Transactions and Corporate Finance Issues
16 			Remuneration
19 			Sustainability Issues and Shareholder Proposals
22			 General Voting Issues

2Global Corporate Governance Guidelines

Preamble
Allianz Global Investors is a leading active asset manager with over 600
investment professionals in 21 offices worldwide and managing EUR 521
billion in assets. We invest for the long term and seek to generate value
for clients every step of the way. We do this by being active – in how wepartner with clients and anticipate their changing needs, and build
solutions based on capabilities across public and private markets. Our
focus on protecting and enhancing our clients’ assets leads naturally to acommitment to sustainability to drive positive change.

AllianzGI has implemented policies and procedures that it
believes are reasonably designed to ensure AllianzGI
satisfies its fiduciary obligation to vote proxies in the bestinterests of its clients. Based on that fiduciary obligation,
AllianzGI has adopted the Global Corporate Governance
Guidelines (“Guidelines”) described in this document. The
Guidelines provide a general framework for our proxyvoting analysis and are intended to address the mostsignificant and frequent voting issues that arise at ourinvestee companies’ shareholder meetings.
However, the Guidelines are not rigid rules and AllianzGI’s
consideration of the merits of a particular proposal may
cause AllianzGI to vote in a manner that deviates from the
Guidelines. AllianzGI invests time and resources evaluating
corporate governance and proxy voting issues on a caseby-case basis. These decisions take into account companies’
explanations of their governance structures and practices,variances across markets in regulatory and legal
frameworks, best practices, and disclosure regimes. Our
votes are cast in the long-term interest of the company andits investors, following analysis of the impact each issue will
have on long-term investment value.

AllianzGI is committed to, and actively encourages, open
dialogue with investee companies on corporate
governance, proxy voting and broader sustainability issues
in advance of shareholder meetings. Our approach to proxyvoting and company engagement is set out in AllianzGI’s
Stewardship Statement, which also explains how wemanage conflicts of interests that may arise in relation to
our stewardship activities.
In the past years, we continued to strengthen our Global
Corporate Governance Guidelines with respect tosustainability-related issues. AllianzGI implemented a more
rigorous approach in cases where investors’ concerns on acompany’s Say on Climate remain unaddressed andincluded the option to vote against directors in these cases.
Going forward, for certain high-emitting companies we willhold directors accountable if the company has not put
credible net zero targets in place. Regarding executive
remuneration we expect European large-cap companies toinclude ESG KPIs into their remuneration policies and would
vote against pay policies if not implemented as of 2023.

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Global Corporate Governance Guidelines

Disclaimer

AllianzGI has the sole discretion to vote proxies in the bestinterests of its clients, independently of influence, either
directly or indirectly, by parent or other affiliated companies.
The Guidelines represent the views and guidance ofAllianzGI as at the date of publication and are subject tochange at any time.

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Global Corporate Governance Guidelines

Board ofDirectors
Role, composition andeffectiveness
Composition and effectiveness of theboard of directors is fundamental torobust corporate governancepractices and is of utmost importanceto the long-term success of businesses,
their investors and other stakeholders.
The key responsibilities of the board
include: setting and testing thestrategy proposed by the executive
and overseeing its execution,
determining risk appetite for thebusiness, ensuring independence andeffectiveness of external audit,
succession planning for both theexecutive and the board as a whole,and creating a culture that promotes
desired behaviours and encourages
employees to act with integrity.
The term “board” in this document
covers the unitary board, the two-tierboard and the unitary board
supported by an executive bodywhose members may or may not bemembers of the public company
board. In companies with a two-tierboard structure, the term “executive
director” applies to Management
Board members, and the term “nonexecutive director” applies toSupervisory Board members.
The composition of a board of
directors will vary based on the board
structure and the legal and regulatory
framework applicable to the company.
A company’s ownership structure isanother powerful factor that canshape the composition of its board.

Notwithstanding these differences, ourresearch and experience suggests that
there are certain universal principles
which help to create effective
company boards that lead andcontribute to long-term value creation
for both the company’s investors andother key stakeholders. We therefore
expect boards of all companies to:–	Have a mix of competences, skills
and experience that would enableeffective supervision and advice tothe management across all aspectsof the company’s activities that are
critical to the success of the businessand its long-term sustainability.
–	Exhibit essential diversity attributes
determined by key characteristics ofthe business, including its products
and services, geography ofoperations, demographics ofcustomer base and workforce,
expectations of its key stakeholders,
as well as existing and emerging
areas of risk, technologicaldevelopments and sustainability
aspects. Boards should aim for adiversity of perspectives andexperience, including professional
experience, gender, ethnicity, as
well as national, cultural and social
background that would add value
to board and management
deliberations and decision-making.
–	Include an adequate number ofhigh-quality independent directors
with sufficient powers to protect theinterests of unaffiliated investors
and other stakeholders in situations
where conflicts of interests mightarise.
–	Ensure that board size, compositionand processes are optimal for

maximum board effectiveness,finding a balance between
continuity and fresh perspectives
and taking timely action to address
emerging issues through board
refreshment.
–	Ascertain that all board members
have sufficient time and energy tofulfil their responsibilities towards
the company, its investors and otherstakeholders, both under normal
circumstances and in extraordinary
situations that may pose significant
additional demands on directors’time.
–	Establish accountability of all board
members to shareholders throughregular board elections anddialogue with investors, and ensure
directors have direct exposure toother key stakeholders as
appropriate.
AllianzGI’s general expectations ofboard composition and practices
are set out below. However, weunderstand that each company’s
circumstances are unique and will bekeen to learn how alternative
governance structures and practices
benefit their business, investors andother key stakeholders, and how
potential governance risks are
addressed.

Size, independence anddiversity
AllianzGI believes that for maximum
effectiveness a board should include
between five and 15 directors and up
to 20 directors for companies withcodetermination structures. We

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Global Corporate Governance Guidelines
accept, however, that an optimalboard size depends on the company’s
circumstances and a larger or asmaller board may be appropriate.
Therefore, we will be looking at theboard composition and processes
before making voting decisions.
In companies with unitary board
structures, AllianzGI advocates a goodbalance between executive and nonexecutive directors. We generally see
it as a healthy practice for companies
to have more than one executive
director on the board.
In companies with a dual board
structure, where management andsupervisory responsibilities are split,
having a former executive can also
benefit the board and investors bybringing in-depth knowledge of thecompany to the supervisory board;
however, this needs to be carefully
weighed against the benefits ofadding external knowledge andperspectives, particularly where
boards also comprise employee
representatives.
Investors find it both important andhelpful to understand how the board
fulfils its responsibilities and exercises
its supervisory functions, particularly
in relation to overseeing theimplementation of the businessstrategy by the management. The
flow of information to the board,
board governance and decisionmaking processes, directors’interactions with senior management
outside of formal board meetings, anddeep understanding of expectations
and concerns of the company’s mainstakeholders are of critical importanceto board effectiveness and,
consequently, a strong area of interestfor investors.
AllianzGI places great importance on
having a critical mass ofunquestionably independent nonexecutive directors on the board toensure that the interests ofunaffiliated shareholders areprotected and conflicts of interests aremanaged effectively at all times. In
general, we expect the majority of

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directors at widely held companies tobe unquestionably independent.
While we would like to see themajority independence standard
adhered to by all boards, weunderstand that this may not always
be achievable in the cases ofcontrolled companies, companies withco-determination structures andsmaller public companies. Our
expectation in such cases is for aminimum of one-third independent
directors, which provides thenecessary balance between
objectivity, protection of minority
interests and flexibility to shape aneffective board that both reflects thecompany’s governance and/or
ownership structure and helps thecompany to achieve its businessobjectives.
In markets where establishing effective
majority independent boards continues
to be challenging for many companies(eg, developing markets, South Korea,
Japan) we would also expect aminimum of one-third of independent
directors. However, we expect
companies to develop a clear roadmap
in establishing majority board
independence over time and seek to
identify and attract independent
candidates that would add value tothe board and to the business.
AllianzGI defines director
independence as being free ofconflicts of interest or relationships
with the company that may affect his/
her independence of judgement. The
circumstances that, in our view, canaffect directors’ independence
include, but are not limited to thefollowing:–	Current employment by thecompany;–	Previous executive position at thecompany (a “cooling off” period offive years or longer prior toappointment will be considered amitigating factor);–	Close family ties with the company’s
directors, senior employees oradvisors;– Board tenure of more than 12 years;–	Cross-directorships or significant

links with other directors (eg,interlocking boards);–	Large shareholding (≥5%) or
affiliation with a special interest
group (eg, trade unions,
government, affiliated companies,etc);–	Significant commercial involvementwith the company as a professional
adviser, major supplier or customer;or–	Entitlement to performance-related
pay, stock options, pension, or
receiving benefits in the form oflarge donations to charitablecauses of their choice.
AllianzGI believes that healthy genderbalance can positively influencegroup dynamics, leading to better
decision-making. For this reason, we
strongly encourage all boards andmanagement teams to strive for atleast 30% representation of male andfemale genders. AllianzGI normally
votes against the re-election of theNominations Committee Chairpersonof large-cap companies in developed
markets1 where board gender
diversity is below 30%. We also expect
to see national and ethnic diversitythat appropriately reflects thegeographic footprint and employee/customer base of the business, aswell as other diversity attributes atboard level that can improve its
effectiveness. AllianzGI would notsupport the re-election of theNominations Committee Chairpersonof large-cap companies in the UK, theUS and Canada where there is not atleast one member with an ethnicallydiverse background on the board.
We strongly encourage disclosure of
specific diversity targets set by theboard and reporting on performanceagainst these targets.

Board leadership
AllianzGI believes that the roles of
Chairperson and Chief Executive
Officer should be separate to ensure aclear division of responsibility at the
top of the company. For this reason,
AllianzGI will normally support
resolutions requiring an independent
chair. However, we may support theGlobal Corporate Governance Guidelines
appointment of a combined
Chairperson/CEO where:–	The combination of the roles is
temporary and covers a
restructuring or a transition periodof no longer than three years; or–	The board meets AllianzGI’s
independence criteria, has a Senior/Lead Independent Director
appointed to counterbalance theconcentration of power at the top,
and there are no major concerns
over governance practices at thecompany.
AllianzGI has a strong preference for
an independent non-executive
Chairperson of the board. However,
we may support the election of a nonindependent Chairperson if his/herelection is well justified and deemed
to be in the interests of the company
and its investors, and provided theboard has an appropriate balance ofindependence. AllianzGI expects a
Senior/Lead Independent Director to
be appointed in such circumstances.
AllianzGI values the role of a Senior/Lead Independent director andrecommends that all companies
create this role. A Senior/LeadIndependent Director is importantfor investors as he/she is expected to
be a strong independent voice on theboard, able to advise and challenge
the Chairperson. This is why any
candidate for this role should beunquestionably independent. A
Senior/Lead Independent Director
should support the Chairperson,
ensure appropriate checks andbalances on the board where the
Chairperson is not independent,
implement an orderly succession planfor the Chairperson, and act as a pointof contact for investors, non-executive
directors and senior executives where
normal channels of communication
through the Chairperson are
considered inappropriate.
AllianzGI does not approve of aformer CEO being appointed as
Chairperson of the board as this canaffect the balance of authority andresponsibility between the board andmanagement. Exceptionally, we may

support such an appointment in somecircumstances, including the following:–	The arrangement is temporary tocover a specified restructuring ortransition/ succession period of nolonger than three years;–	After a cooling-off period of ≥ five
years and provided there is anappropriate balance ofindependence on the board;–	The Chairperson to be is a founder
and/or a major shareholder witha significant influence over thecompany; or–	There is a convincing rationale
provided by the company (eg,strong need for specific expertiseand skills that are difficult to findoutside the company).
In all instances, we will be looking at
the quality and independence of theboard to ensure appropriate checks
and balances are in place and theinterests of minority shareholders areprotected.

Considerations when voting
on director election
AllianzGI cannot make an informed
decision in the absence of sufficient
information on nominees at the time ofvoting. Hence, we expect allcompanies to disclose: the names, corecompetencies and qualifications of thecandidates, diversity characteristics
and skills the candidates bring to theboard, as well as professional andother background, recent and current
board and management mandates atother public and private companies,
factors affecting independence, andattendance at board and committee
meetings.
AllianzGI expects directors to attend
all board and committee meetings
held during the year. We expect
disclosure of individual directors’
attendance in the annual report. The
company must explain all instances of
nonattendance. We will not consider“other professional or personalcommitments” as an appropriate
justification for a director’s nonattendance except in the first year
following the appointment.

AllianzGI expects executive and nonexecutive directors to have sufficient
capacity and energy to discharge theirboard and committee responsibilities
both under normal circumstances andwhen special situations or unexpecteddevelopments require substantial
additional time commitment. Overcommitment by directors is a serious
concern for investors as it cancompromise the quality of boards
and, where directors hold full-time
executive positions, their executive
responsibilities. While each director’s
circumstances will be different, we willquestion all instances where:–	A non-executive director has morethan six non-executive roles inpublic or private companies2. We
expect the total number of board
mandates to be even smaller where
directors have board committee
responsibilities or other significant
external commitments;–	A non-executive Chairperson has
more than one additional nonexecutive chairmanship, or morethan three additional non-executive
directorships in public or privatecompanies;–	A full-time executive director,
including an Executive Chairperson,
has more than one non-executive
role in a private or public company.
AllianzGI believes that in companies
with a dual board structure, theSupervisory Board should comprise no
more than one former executive tomaintain a proper balance ofauthority and responsibility between
executive and supervisory bodies andto encourage independence and fresh
perspectives on the board.
AllianzGI does not approve of age ortenure limits for directors, as ourpreference is for boards with a goodbalance of continuity and fresh
perspectives. However, where limits
have to be set, we prefer to see these
expressed as a maximum number ofterms that directors can serve rather
than the age of individual board
members. In companies and markets
where board tenure is not seen as afactor affecting directors’
independence, we will normally vote

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Global Corporate Governance Guidelines
against tenure limits in excess of 12
years.
AllianzGI believes that officers anddirectors should only be eligible forindemnification and liability protection
if they have acted in good faith oncompany business and were foundinnocent of any civil or criminal charges
for duties performed on behalf of thecompany. We do not support
proposals where liability cover extends
beyond legal costs, and which can:–	Limit or eliminate all liability formonetary damages, for directors
and officers who violate the duty ofcare; or–	Expand indemnification to coveracts, such as negligence, that are
more serious violations of fiduciary
obligations than mere carelessness.
AllianzGI cannot support the electionof a director convicted of crime or
misconduct. We evaluate the reelection of directors underinvestigation for civil or criminal
offenses on a case-by-case basis andusually abstain on their re-election.
AllianzGI is concerned that non-voting
directors, or censors, can haveconsiderable influence on the board
while not being directly accountable
to shareholders. Censors should be
appointed only in the event of
exceptional and temporary
circumstances and if their presenceadds significant value in terms ofboard composition and board
functioning.
AllianzGI will consider composition,
attendance and performance of theboard during the year under review
when voting on proposals todischarge the board of liabilities or
ratify the board’s acts. Where
individual directors are not standing
for re-election during the year underreview, and we have concerns overboard governance practices, we may
use the board discharge/ratification
proposals to express our concerns.
AllianzGI will vote against individual
directors or the whole board where
there are concerns about:8–	The board fulfilling its fiduciary duty
to shareholders (eg, serious
business conduct or lack ofsupervision allegations against thecompany or individual board
members);–	Reliability of the accounts and/or
the auditor’s report;–	Substantial reporting and/or
disclosure issues; or–	Material legal proceedings
instituted against the company or
the directors in the year in question.
AllianzGI would also include failure toadequately guard against or manage
ESG risks including, for example,
climate risks, biodiversity-related risks
or human rights issues into accountwhen assessing the board.
AllianzGI believes it is important thatdischarge of liabilities or ratificationof acts is sought for each individual
director rather than the board as awhole.
AllianzGI may vote against individualboard members or the entire board
where the directors have failed to takeaction on the proposals approved by
the shareholder meeting.

Board Committees
AllianzGI encourages all boards toestablish at least three key board
committees specialising in audit,
director nomination and compensation
issues. Such committees constitute a
critical component of a robust
corporate governance structure andcontribute to the proper functioning of
the board of directors. Other
committees, such as a separate risk
committee, technology committee,
sustainability committee, etc. may also
be appropriate depending on thecircumstances of the business. While
we would not necessarily expect
companies to establish a separate
sustainability committee, we would liketo understand how the board hasanchored responsibility forsustainability matters on the board,either with individual board members
or with a committee. The key board
committees should be comprised of

non-executive directors and report on
their activities to shareholders. Any
committee should have the authority
to engage independent advisers
where appropriate at the company’s
expense.
Audit committee
The board should disclose and explain
the main role and responsibilities of
the Audit Committee, as well as theprocess by which the committee
reviews and monitors the quality ofaudit, the robustness of internal
controls and the independence of theexternal auditor. “Long-form” auditor
and audit committee reports should
become a standard reporting format
for all audit committees and external
auditor. These should discuss thescope of the audit, materiality
thresholds, major audit andaccounting issues reviewed by theCommittee and the external auditor
during the year and their respective
conclusions, as well as any identified
areas of improvements.
AllianzGI normally expects the Audit
Committee to comprise directors who
are unquestionably independent andhave the appropriate qualifications,experience, skills and capacity tocontribute effectively to thecommittee’s work. In companies withco-determination structures, AllianzGI
would like to see at least 50% (andideally a higher proportion) of
independent directors on the Audit
Committee as well as an independent
committee chairperson.
AllianzGI also expects the Audit
Committee Chairperson and,preferably, another committee
member to have audit, accounting
or appropriate financial expertise,
unless there are stricter local laws.
AllianzGI expects all companies toestablish a robust policy regulating
and restricting the pledging ofcompany’s shares by executives. We
expect the Audit Committee tooversee any pledging of shares byexecutive directors to ensure thisactivity does not present undue risks
for minority shareholders.

Global Corporate Governance Guidelines
AllianzGI will not support the electionof candidates to Fiscal Councils,
Boards of Statutory Auditors or any
other audit and control bodies unlessfull information on the candidates isprovided at the time of voting and thecandidates meet the criteria of
independence and expertise similar to
those for the Audit Committee.
Remuneration committee
AllianzGI expects the Remuneration
Committee to be at least 50%
independent and comprise directors
who have the qualifications,experience, skills and capacity tocontribute effectively to thecommittee’s work. In companies withco-determination structures, we
expect the Remuneration Committee
to be at least one-third independent.
AllianzGI will vote against any
executive director, including an
Executive Chairperson, standing forelection if they are expected to serveon the Remuneration Committee.
Nomination committee
AllianzGI expects the Nomination
Committee to be at least 50%
independent and comprise directors
who have the qualifications,experience, skills and capacity tocontribute effectively to thecommittee’s work. In companies withco-determination structures, AllianzGI
expects the Nomination Committee tobe at least one-third independent.
We expect the Nomination
Committee to report to investors as
regards the continuing
appropriateness of the board
composition and diversity, and steps
taken to refresh the combination ofexperience, skills and diversity ofperspectives on the board.
Furthermore, we expect theNomination Committee to have a
succession plan in place for the key
board and management positions,and would like to see a statement tothis effect in the annual report andaccounts.

Voting on director elections
AllianzGI sees the power to elect orremove company directors as afundamental shareholder right. We
consider the majority-voting standard
to be an appropriate mechanism forelecting/removing directors.

own directors to the board. We will
vote case-by-case on proposals to
reimburse proxy solicitation expenses.
When voting in conjunction with thesupport of a dissident slate, AllianzGI
will support the reimbursement ofappropriate proxy solicitation
expenses associated with the election.

AllianzGI expects to be able to vote oneach director individually. We will only
be able to support a bundled
proposition on the election (ordischarge) of directors if we aresatisfied with the overall board
composition and the performance ofevery director.
AllianzGI believes that all directors
should be subject to re-election at
regular intervals (ideally annually) toensure effective board governanceand accountability to shareholders.
Consequently, we will support efforts
to declassify classified/staggeredboards with a view to helping
eliminate any barriers that hinder theboard’s ability to adapt quickly in achanging environment.
Proxy Contests
Proxy contests are among the mostdifficult corporate governancedecisions because an investor must
determine which group is best suited
to manage the company. Factors
AllianzGI will consider in voting on
proxy contests include the following:–	Strategy of the incumbents versus
the dissidents;– Past performance relative to peers;–	Measures taken by the board toaddress issues raised by thedissidents and other investors;–	Experience and skills of director
candidates proposed by both sides;–	Governance profile of the company;
and–	Evidence of management
entrenchment.
AllianzGI expects activist shareholders
to engage in a robust constructive
dialogue with the board of the target
company before seeking to appoint1)	This guideline will not apply to Japan, Hong Kong and Singapore where we believe a
longer transition period will be needed to achieve 30% gender diversity on boards.
2) Directorships in subsidiaries of a group are considered as part of a single board position.

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Global Corporate Governance Guidelines

Audit and Risk
Management
Audit
AllianzGI sees high quality external audit, robust
oversight of financial controls and integrity offinancial statements as fundamental to thehealthy functioning of financial markets and thesuccess of our investments. As a result, we may
withdraw our support from the company’s board
and management if there are concerns over thequality and integrity of financial statements andof the audit process, the independence ofauditors or supervisory bodies, the integrity of theauditor selection process, or the robustness ofinternal controls.
We expect all companies to provide robust
disclosures in relation to the resolutions seeking
election or ratification of the external auditor. In
particular, we expect an explanation of any
changes in external audit arrangements and areport on the selection process of a new external
auditor. Any resignation of the auditor before theend of their contract should be disclosed alongwith the reasons given by the auditor.
AllianzGI places high importance on the
independence of the external auditor, objectivityof the audit process and professional scepticism
applied by the auditor. We expect the Audit
Committee to have a direct ongoing dialogue
with the external auditor.
AllianzGI does not support proposals that limit
auditor liabilities as they could potentially reduceshareholders’ ability to recover any losses
incurred.

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AllianzGI expects companies to disclose
information on the fees paid to the auditor andprovide explanation of any non-audit services
received from the auditor. We believe that highlevels of non-audit fees can undermine theauditor’s independence and can affect thequality of audit due to potential conflicts ofinterests arising when the audited company has
acted on advice provided by the auditor’s own
firm. Therefore, we expect companies to provide
a clear breakdown of both audit and non-audit
services and fees, and favour restrictions on the
non-audit work an external auditor canundertake for its audit clients. We may voteagainst the re-election of the auditor or Audit
Committee members where non-audit fees
exceed 50% of audit fees on a recurring basis.
AllianzGI recommends that companies withrecurring needs for certain non-audit services
consider seeking advice outside of their audit
firms.
AllianzGI considers it prudent for companies totender the external audit mandate at least every
10 years and to change the auditor after amaximum of 20 years, unless there are stricter
local laws, to ensure auditor independence andbenefit from a fresh perspective that a new
auditor brings. There is also mounting evidence
from companies that have rotated their external
auditors in the past five years of an improvementin the quality of audits both before and after thetransition of the auditor.

Global Corporate Governance Guidelines

AllianzGI is supportive of the introduction ofextended auditor reports in all jurisdictions as wefind them insightful and useful for investors, aswell as being conducive to greater accountability
from the auditor and the company’s oversightbodies (ie, Audit Committee, Board of Statutory
Auditors or Fiscal Councils). In this context, we
expect both the external auditor and the internal
oversight bodies to comment on any major audit
and accounting issues that came up during theyear under review in their respective reports toinvestors.

Risk Management
AllianzGI believes that boards of companies withhigh standards of corporate governance will beable to make sound strategic decisions,determine an appropriate risk appetite for thecompany and oversee its approach to risk
management. The board has the responsibility
to ensure that the company has implemented aneffective process to identify material risks to thebusiness and to proactively manage those risks
as appropriate. This includes risks arising fromenvironmental and social impacts of business
operations, and its governance structures andpractices.

Cyber risk has become a part of modern
business landscape with all companies facing
varying degree of exposure. AllianzGI expects
company disclosures around cyber security
governance, including key roles within thecompany responsible for cyber resilience of thebusiness, and the board’s approach to ensuring
robust oversight.
Climate-related risks can have material impact
on companies’ business model, operations andperformance. AllianzGI, therefore, expects
boards and management of all companies, andparticularly those in carbon intensive industries,
to develop a sustainability strategy, assess theimpact of climate-related risks, and take steps
to minimize Scope 1, 2 and 3 GHG emissions
and address other risks to the business posedby climate change. We expect companies toreport to investors on targets, measures andachievements regularly and consistently, ideallyusing TCFD reporting framework.
Biodiversity-related risks such as risks that may
arise relating to water, waste, deforestation, andthe use of natural resources including marine
resources should be included in regular risk
assessments. We expect companies to adopt
appropriate risk management strategies andreport on targets and progress regularly.

AllianzGI is supportive of proposals which require
the board to conduct a review of theeffectiveness of the company’s risk management,
its internal control systems and its risk
management plan at least annually.
We support the establishment of a risk committee
responsible for supervision of risks within thecompany. If necessary, the board or the risk
committee should seek independent external
support to supplement internal resources. We
also encourage companies to consider
appointing their Chief Risk Officer to the board.

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Global Corporate Governance Guidelines

Shareholder Rights,
Capital Authorities,
Corporate Transactions
and Corporate Finance
IssuesDifferential ownership rights
AllianzGI is not supportive of any
structures that allow control overpublicly listed companies which isdisproportionate to the economic
interests and cash flow rights ofinvestors. It is our view that controllinginterest is much more likely to deliver
expected returns to minority
shareholders where the economic
interests of majority and minority
shareholders are aligned and theinvestment risk is allocatedproportionately – ie, throughadherence to the “one share, one vote”
principle. Furthermore, while
differential ownership and control
structures do not guarantee positive
outcomes for minority shareholders,
they significantly reduce their ability toaddress any misalignment of intereststhat may occur over time and denyinvestors the tools they can use to put
things right if they go wrong.
As AllianzGI supports the “one-share,
one-vote” principle, we normally favour
conversions to a “one-share, one-vote”
capital structure, and will not support
the introduction of multiple-classcapital structures or the creation of
new super-voting/non-voting shares.
We will also vote against issuance of
securities conferring special rights tosome shareholders.
AllianzGI sees time-based sunset
provisions as a mitigating factor thathelps to address the longer-term
problem of unequal voting rights

12

which can serve to protect andentrench founders, lessening theiraccountability to the providers ofequity capital. Sunset provisions
should be no longer than seven years,
at which point differential voting
structures should collapse to oneshare one-vote.
AllianzGI will oppose proposals toamend the charter to include control
share acquisition provisions and will
normally support proposals to restore
voting rights to the control shares.
Control share acquisition statutes
function by denying shares their voting
rights when they contribute toownership in excess of certain
thresholds. We will support proposals
to opt out of control share acquisition
statutes unless doing so would enable
the completion of a takeover thatwould be detrimental to shareholders.
Control share cash-out statutes give
dissident shareholders the right to“cash-out” of their position in acompany at the expense of theshareholder who has taken a control
position (ie, when an investor crosses a
pre-set threshold level, remaining
shareholders are given the right to sell
their shares to the acquirer, who must
buy them at the highest acquiring
price). AllianzGI will generally support
proposals to opt out of control sharecash-out statutes.

Corporate Transactions
AllianzGI expects companies to put
all major corporate transactions toshareholder approval in a separately
convened shareholder meetingnotwithstanding the existing shareissuance authorities. It is importantthat shareholders have a say indecisions that can significantly impact
the profile, purpose, strategy, businessprospects and financial position of thecompany.
AllianzGI expects companies toprovide sufficient information to
enable investors to evaluate the meritsof M&A, significant restructuring or
spin off transactions. AllianzGI expects
all significant changes in the structureof a company to be approved by its
shareholders.
AllianzGI will normally support
corporate transactions where theseappear to offer fair value toshareholders, all shareholders aretreated equally, and the corporate
governance profile, including
shareholder rights, is unaffected. In
companies with multiple share classes,
AllianzGI sees tag-along rights forordinary shares as a prerequisite forapproving a transaction that may
lead to a change in control.
AllianzGI believes that all material
related-party transactions should bereported to the board andshareholders, and explained andjustified by the company. We would

Global Corporate Governance Guidelines
welcome a shareholder vote on allmaterial related-party transactions.
AllianzGI will vote case-by-case on
going private transactions, taking into
account offer price/ premium, fairness
opinion, how the deal was negotiated,
any conflicts of interest, any
alternatives/ offers considered, andnon-completion risk.
AllianzGI will vote case-by-case on
going dark transactions, determining
whether the transaction enhances
shareholder value and consideringbalanced interests of continuing vs.
cashed-out shareholders.
When voting on proposals to form
joint ventures, AllianzGI will consider
percentage of assets/ business
contributed, percentage ownership,
financial and strategic benefits,
governance structure, conflicts ofinterest, other alternatives, and noncompletion risk.
AllianzGI will consider liquidations on
a case-by-case basis, taking into
account the management’s efforts topursue other alternatives, appraisal
value of assets, and the compensation
plan for executives managing theliquidation. We will support theliquidation if the company will beforced to file for bankruptcy if the
proposal is not approved.
AllianzGI will consider SPAC mergers
and acquisitions on a case-by-casebasis taking into account the business,financials and the terms of the
proposed business combination,
valuation, market reaction, timing of
the deal, process of identification of atarget company, any conflicts ofinterests and voting agreements.

Anti-takeover mechanisms
AllianzGI does not support antitakeover mechanisms. Exceptionally,
we may support a shareholder rights
plan or a similar mechanism where
shareholder approval is required prior
to deployment, there is independent
board oversight and the plan is of alimited duration. A shareholder rights

plan can serve two legitimate
purposes: (i) to increase the minimum
time period during which a Permitted
Bid may remain outstanding in orderto give the board of a target company
sufficient time to find an alternative tothe takeover bid that would increase
shareholder value; and (ii) to ensurethat all shareholders are treatedequally in the event of a bid for theircompany. Granting shareholders aright of approval prior to deployment
should ensure that it is used for theabove purposes only.
Greenmail is the practice of buying
shares owned by a corporate raider
back at a premium to the market
price. AllianzGI will generally support
anti-greenmail provisions that do notinclude other anti-takeover provisions.
AllianzGI will not support “fair price”
provisions where the shareholder voterequirement is greater than a majorityof disinterested shares and/or the fair
price calculation is not objective andindependently appraised.

of the issued share capital isstructured as a rights issue); or–	Issue shares non-preemptively up to
10% of the issued share capital of
the company.
In Germany, AllianzGI will only support
routine proposals to issue shares withpre-emption rights up to 30% of theissued capital of the company. We areconcerned that, in the absence of laws
and regulations requiring shareholder
approval of significant corporatetransactions, large share issuanceauthorisations can facilitatetransformational deals without
offering investors a say in the process.
As a result, we will continue tightening
our policy on share issuance authorities
unless companies explicitly commit toseek shareholder approval of suchtransactions in their by-laws.
For capital authorisation and issuanceproposals exceeding these limits we
expect a clear rationale andjustification from companies, which wewill consider on a case-by-case basis.

Capital Issuance Authorities

AllianzGI will not support shareissuance authorities where these canbe used during a public tender offer or
takeover due to concerns that theissuance authority may serve as atakeover defence mechanism.

AllianzGI generally accepts capitalincreases for purposes, which aim toincrease shareholder value in the longterm. Dilution of existing shareholders isa major consideration for all proposals
seeking to increase share capital.

AllianzGI will not support placement ofshares at a significant discount to themarket price as a part of routine shareissuance authorities and without
appropriate justification from thecompany.

AllianzGI expects companies toprotect shareholders from unwanted
dilution and generally favours preemptive rights – ie, for any new issueof shares to be first offered to existing
shareholders. AllianzGI will normallysupport routine proposals to:–	Increase authorised common stock
by up to 10% of the existing
authorised capital;–	Issue shares with pre-emption rights
up to 33% of the issued share capitalof the company (a higher limit canbe potentially justified in markets
where any issuance in excess of 33%

AllianzGI will in general support theissuance or the increase of preferredstock if its conditions are clearly
defined (in terms of voting, dividendand conversion possibility, as well asother rights and terms associated withthe stock) and are consideredreasonable by reference to the overall
capital structure of the company, as
well as previously issued preferredstock. AllianzGI will in this respect also
consider the impact of issuance/increase of preferred stock on thecurrent and future rights of ordinary
shareholders.

We expect all companies to seek
shareholder approval of any renewalof or changes to the existing takeover
defences.

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Global Corporate Governance Guidelines

Capital Management andCorporate Finance issues

will be analysed in light of our criteria
for share issuance authorities.

AllianzGI believes that proposed
dividend payments should be
disclosed in advance to shareholders
and be put to a vote. Shareholders
should also be able to approve thecompany’s financial statements andits dividend policy.

AllianzGI will vote case-by-case on theconversion of securities taking into
consideration the dilution to existing
shareholders, the conversion pricerelative to market value, financial
issues, control issues, termination
penalties, and conflicts of interest.
AllianzGI will support the conversion if
it is expected that the company will be
subject to onerous penalties or will beforced to file for bankruptcy if thetransaction is not approved.

AllianzGI would normally only support
scrip dividend proposals that allow fora cash option to offer investors a
choice. In such instances, we expect
companies to offset dilution caused byscrip dividend through sharebuybacks. We are generally notsupportive of scrip dividends where
scrip is offered at a discount to the
cash option.
AllianzGI will approve share
repurchase programs where these are
deemed in the best interests ofshareholders, all shareholders canparticipate in the buyback
programme on equal terms andAllianzGI agrees that the company
cannot use the cash in a moreproductive way. AllianzGI will also
view such programs in conjunction
with the company’s capital allocation
policy.
AllianzGI will vote in favour of share
repurchase authorities in excess of
10% of the issued share capital only if
the company provides clear andconvincing justification for the
proposal. AllianzGI believes that sharebuybacks at a significant premium tothe market price can be value
destructive and are generally not in
the interests of shareholders. We will
not support share repurchaseauthorities where these can be used
as a takeover defence mechanism.
AllianzGI is in favour of debt issuanceproposals that enhance companies’
long-term prospects and do not resultin unacceptable levels of financial
leverage. AllianzGI agrees thatinvestors should be consulted on
significant issuances of debt andproposals to raise borrowing limits.
Any proposal to issue convertible debt

14

AllianzGI will consider proposals
regarding private placements,
warrants, and convertible debentures
on a case-by-case basis, taking into
consideration:– Dilution to existing shareholders;–	Terms of the offer (discount/premium in purchase price toinvestors, including any fairness
opinion, conversion features,termination penalties, exit strategy);–	Financial issues (the company’s
financial condition, degree of needfor capital, use of proceeds, effectof the financing on the company’s
cost of capital, current andproposed cash burn rate, going
concern viability, and the state of
the capital and credit markets);–	Management’s efforts to pursue
alternatives and whether thecompany engaged in a process toevaluate alternatives;–	Control issues (potential change inmanagement/board composition,change in control, standstill
provisions, voting agreements, vetopower over certain corporate
actions, and minority versus
majority ownership andcorresponding minority discount or
majority control premium);–	Conflicts of interest (as viewed fromthe perspective of the company andthe investor), considering whether
the terms of the transaction werenegotiated at arm’s length, andwhether managerial incentives arealigned with shareholder interests;and–	Market reaction to the proposed
deal.

AllianzGI will support private
placements and issuances of warrants
and/or convertible debentures in a
private placement, if it is expectedthat the company will file forbankruptcy if the transaction is not
approved.

Shareholder Rights
AllianzGI considers the ability to call a
special meeting or to put resolutions
to a shareholder meeting’s agenda to
be a fundamental shareholder right.
We encourage companies to establish
thresholds for shareholder resolutions
that are high enough to prevent
abuse, but low enough to allow issues
that concern a large number ofsmaller shareholders being raised inshareholder meetings. This can beachieved if the threshold is set by areference to either a shareholding
requirement or the size of a proponent
group.
Shareholders should be able tonominate candidates for the board of
directors. AllianzGI supports proxyaccess proposals with reasonableownership threshold and duration
requirements that do not impose limits
on the number of shareholders in anomination group or set an
unreasonably low cap on the
proportion of shareholder nominees
on the board.
AllianzGI believes that companies
should enable holders of a specified
portion (eg, 5-25%) of its outstanding
shares or a specified number ofshareholders to call a meeting ofshareholders for the purpose oftransacting the legitimate business ofthe company. Shareholders should beenabled to work together to makesuch a proposal. Shareholders shouldbe able to exercise both rights to callspecial meetings and act by writtenconsent.
AllianzGI does not support proposals
that can facilitate a concert party
gaining or increasing control of thecompany without paying anappropriate premium to minority
shareholders.

Global Corporate Governance Guidelines
AllianzGI does not support reincorporation
proposals that may result in the reduction inlegal and regulatory protections available toshareholders, erosion of shareholder rights, andpotential deterioration in governance standards
at the company.
AllianzGI does not support changes in thecompany’s articles or by-laws that can lead toerosion of shareholder rights. We expect all
shareholders to be treated equally and do not
approve of changes in articles that may
disadvantage certain groups of shareholders.
AllianzGI expects all changes to the company’s
articles and bylaws to be put to a shareholder
vote and will oppose proposals giving the board
an exclusive authority to amend the company’s
articles and bylaws. While we continue to favour
hybrid shareholder meetings over purely virtual
ones, we support amendment of bylaws to
hold virtual only meetings only if companies
guarantee shareholders’ rights at the meeting.
In Germany, we support these resolutions up
to three years. AllianzGI evaluates company
practice when making voting decisions.

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Global Corporate Governance Guidelines

Remuneration
Remuneration of Executive
Directors and Senior
Managers
AllianzGI expects companies to operate
within the parameters of theirremuneration policy as approved byshareholders. Both the structure andlevel of executive remuneration should
be designed to promote long-term
success of the company. The board andthe Remuneration Committee shouldbe able to explain and justify the
structure and quantum of executive pay
in the context of the company’s businessenvironment and performance.
AllianzGI does not approve ofsignificant salary increases that are notlinked to material changes in thebusiness or in the role andresponsibilities of executive directors.
We do not consider it appropriate tooffer contractual multi-year
guarantees of salary increases, bonus
payments and/or equity
compensation. AllianzGI expects
companies to pay no more thannecessary on recruitment of executive
directors and, whenever possible, tolink recruitment-related awards to thecompany’s performance.
Generally, we would like to see
executive compensation comprisingshort-term and long-term elementsthat align executives with shareholders
and where superior rewards can beachieved by attaining superior
performance. However, we
acknowledge that remuneration
policies will differ depending on thecompany’s circumstances and areprepared to consider alternative
arrangements.

16

AllianzGI believes that executive
directors should be encouraged toreceive a proportion of theircompensation in form of company
shares. Therefore AllianzGI would
generally support the use of welldesigned share-based compensationplans, including appropriate deferrals.
AllianzGI supports management
incentive plans where:–	Incentive awards are subject torelevant KPIs and robust
performance targets;–	The award opportunity is clearly
defined;–	Performance periods are of
appropriate duration (eg, no lessthan three years for a long-term
incentive award);–	For primary KPIs, vesting underrelative performance metrics islinked to robust performanceagainst that of the selected peergroup; and–	The vesting scale is designed toencourage higher levels of
performance.
We are generally willing to accept
small-scale share awards that are notconditional on performance (eg,restricted shares or time-vested shares)
up to a limit of 100% salary. Any larger
share-based awards should be subject
to robust performance targets asstated above, although we
acknowledge that there may be
exceptional circumstances (eg,turnaround/recovery situations) wherea larger restricted share award will beappropriate. In the United States wewould accept restricted or time-vested
shares up to 50% of share-based pay.

AllianzGI encourages all companies torequire that the management build
substantial shareholding in thecompany in order to align theirinterests better with the interests ofinvestors. Only shares that are
beneficially owned by executives
should be counted towards formal
share ownership requirements.
AllianzGI favours share-based
incentive schemes over stock options
due to concerns over potentiallydisproportionate incentive for
executives to drive shorter-term shareprice performance at the expense of
the longer-term health of the business,
as well as excessive shareholder
dilution (the latter can be mitigatedthrough the use of Share Appreciation
Rights (ie, SARs)).
AllianzGI expects clear disclosure of all
KPIs and performance targets under
all management incentive plans, with aview to enabling investors better toassess the link between executive
compensation and corporate strategy
and performance. We are keen tounderstand both annual and longterm targets set by the board forexecutives, as well as performanceagainst these targets. Particularimportance is placed on the following
considerations:–	The link between performance KPIs
and targets, and the mid- and longterm goals of the company;–	A healthy mixture of KPIs to ensure
there is no over-reliance on a single
dimension of performance or key
indicator;–	Incorporation of risk considerations
so that there are no rewards fortaking inappropriate risks at theGlobal Corporate Governance Guidelines
expense of the company and its
investors; and–	Performance measurement overtimescales sufficient to determinethat value has in fact been added
for the company and its shareholders(for long-term awards we expect aminimum performance period of
three years, but we encouragecompanies to consider a five-year
performance period or introduce anadditional holding period).
AllianzGI expects large-cap companies
in Europe to integrate social,environmental and governance metrics
into their remuneration policies basedon their respective materiality analysis.
AllianzGI generally votes against
remuneration policies of those
European large-cap companies thathave not included ESG KPIs in theirremuneration policies. For companies
in other regions and smaller
companies AllianzGI encourages
the integration of ESG factors inremuneration policies where material
and appropriate.
When it comes to performance-based
share incentive schemes, we currently
observe two main approaches:–	First and most common approach isfor companies to make annual shareawards to executives at a level set
under the policy, and measureperformance against predetermined KPIs and targets at theend of the performance period;–	Second approach is to determine
the size of the long-term award on
the basis of an annual performanceassessment and apply a deferral
period to ensure alignment between
executives and shareholders over an
extended period of time.
We have seen both approaches usedeffectively to the benefit of thecompany and shareholders. However,where the initial performanceassessment covers a period of one
year only, we expect application of
objective and transparent
performance measures to determine
the size of the award, as well as asecondary assessment on vesting toensure that the management’s

strategy has delivered sustainablevalue creation it was meant to achieve.
This secondary assessment can bemade against share-priceperformance, total shareholder
returns, return on capital employed,
return on equity or any otherperformance metrics that best reflect
long-term sustainable value creation.
We understand that for short-term
performance awards, such as annual
bonus schemes, disclosure of targets
under operational and financial KPIs
may be commercially sensitive and,
therefore, undesirable. However, we
expect all companies to disclose suchtargets retrospectively, as part of theannual report and/or resultspresentation for the year for which thebonus was paid. Any non-disclosure ofbonus targets should be explained andjustified by the company.
AllianzGI does not support
retrospective amendments to theterms of incentive schemes without aprior shareholder approval. We will
vote against incentive plans that may
be materially altered (eg, cancellation
and re-issue, re-testing, re-pricing
or backdating of options) without
shareholder approval, allow
management significant discretionin granting certain awards, or areotherwise inconsistent with theinterests of shareholders. In light ofcurrent economic conditions, inparticular high inflation rates in many
countries, AllianzGI will carefully
evaluate generous pay packages
taking into account pay increases of
the wider workforce and consider
whether companies received directstate aid, underwent significant
layoffs and/or restructuring or cut
dividends. We generally vote against
if we consider pay packages overly
generous taking these aspects into
account.
AllianzGI may not support equity
award plans that are too dilutive (eg,>10% of the issued share capital in 10
years for executive and all-employeeplans) and expensive to existing
shareholders.

AllianzGI encourages the introductionof a clawback policy comprising bothcompliance- and result-related clauses
and the inclusion of appropriate
clawback provisions under the terms of
incentive plans.
AllianzGI pays close attention toperquisites, including pension
arrangements, and will vote against if
deemed excessive. We expect
executive pension arrangements to bein line with those offered to company
employees, and will only support
additional pension schemes for
executive directors (in markets where
this is allowed by law) where, on
retirement, an executive does not also
benefit from generous severance
payments and/or compensation undera “non-compete clause”. AllianzGI does
not approve of the inclusion of variable
pay in the pension calculation or
crediting additional years of service to
executive directors as a benefit.
We will not support transaction
bonuses and retrospective ex-gratia
payments, and will not approvefinancial assistance to directors,
officers or related persons without
clear explanation and robust
justification from the company. We will
only approve a one-off special
payment/award where the company
can demonstrate truly exceptional
circumstances and significant
additional value creation.
AllianzGI believes that severance
payments to executives should be set
at a reasonable level. Ideally,
severance pay should not exceed one
year’s fixed salary and benefits or
minimum legal requirements in themarkets where these are higher than
12 months’ fixed pay. Where
appropriate, payments to former
executives should be subject toperformance targets. All incentive
awards should be time pro-rated andtested for performance, including in
the event of an early termination due
to the change in control. Termination
payments following a change incontrol should only be available in theevent of a loss of job or substantial
diminution of duties, and should be

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Global Corporate Governance Guidelines
similar to those available under normal
circumstances. We will vote against
any severance payments or retirement
bonuses when the amount paid is notdisclosed or the recipient is moving toanother position within the company.
AllianzGI expects disclosure of a policy
addressing possible hedging of thecompany’s stock by its executives,
where such activity is permitted. Using
hedging instruments to protect
management against negative shareprice movements undermines the
purpose of equity incentive plans andreduces alignment with shareholderinterests.
We note that, in some markets,companies seek approval of a socalled “budget” to pay its directors,
without disclosing details of the
remuneration policy or approach. In
such cases, AllianzGI will review past
remuneration of directors andmanagement, as well as proposed pay
levels. We may not approve significant
increases in board remuneration thatare not linked to material changes inthe business, or in the number, roles
and responsibilities of directors. We
would like to see all remuneration
related proposals to be sufficiently
detailed to allow shareholders toassess the structure of and approachto director remuneration.

Employee Remuneration
Remuneration structures andframeworks for employees should help
reinforce corporate culture and foster
performance. In this respect and inaccordance with applicable laws
AllianzGI encourages companies toprovide shareholders with informationon the ratio between senior
management compensation and thatof the wider workforce, including
calculation methodology and changes
over time.
Performance measurement for staff
remuneration should incorporate risk
considerations to ensure that there are
no rewards for taking inappropriate
risks at the expense of the company
and its investors.

18

AllianzGI supports all-employee equity
plans as we generally consider thesebeneficial in aligning employee
interests with shareholders. However,
we may not be able to support
employee share plans, which appear
to be excessively dilutive forshareholders.

Remuneration of NonExecutive Directors
AllianzGI believes that compensationof non-executive directors should be
structured in a way that aligns theirinterests with long-term interests ofshareholders, does not compromise
their independence from management
or from controlling shareholders of thecompany, and does not encourage
excessive risk-taking behaviour. In
particular, AllianzGI believes that nonexecutive board members should notreceive variable remuneration, equity
incentives or retirement benefits asthese could compromise their
independence and ability to holdmanagement accountable.
AllianzGI believes that non-executive
directors’ fees should be sufficient to
attract directors of appropriate calibre
and experience, while all notabledifferences in board members’ fees
should reflect their responsibilities andtime commitment and be clearly
explained and justified.
We expect all non-executive directors
to share their expertise and offer
advice to the board and management
as part of their role. We therefore findany chargeable consultancy services
provided by directors inappropriate, as
they compromise directors’ objectivity
and ability to hold management
accountable.
AllianzGI cannot approve a substantial
increase in directors’ fees without arobust justification by the company.

Remuneration Committee
and “Say on Pay”
The company’s remuneration policy
and the structure/quantum of pay foreach director should be determined by

the Remuneration Committee andfully disclosed to shareholders in a
Remuneration Report.
AllianzGI supports annual votes on
executive remuneration, which provide
the most consistent and clear
communication channel forshareholder concerns aboutcompanies’ executive pay programs.
AllianzGI encourages moves to give
shareholders a vote on executive
remuneration.
AllianzGI will vote against remuneration
related proposals – either on policy or
the report – where insufficient
information has been provided toallow investors to make an informed
decision.
AllianzGI expects all companies thatreceived high levels of dissent on theirremuneration proposals to understandthe rationale behind negative votes
and address investor concerns. We
may vote against the Chairperson
and members of the Remuneration
Committee where shareholder
concerns remain unaddressed despite
significant shareholder dissent or
where we remain unsatisfied withthe remuneration policy following
engagement with the company.
AllianzGI expects all plans that allow
grants of shares to executive directors
to be put to a shareholder vote,regardless of whether the shares are
newly issued or purchased on themarket.
We also believe that all incentive
plans should be of a limited duration
and require shareholder approval
prior to renewal.
AllianzGI believes that the
Remuneration Committee should havediscretion to adjust pay levels under
the remuneration policy to reflect
shareholder experience and help
avoid reputational and other risks tothe business. However, we do not
approve of unlimited discretion.

Global Corporate Governance Guidelines

Sustainability Issues
and Shareholder
Proposals
AllianzGI expects companies to develop asustainability strategy addressing material
environmental and social issues including
climate change, to set targets in line with theParis Agreement and report on progress.
AllianzGI anchors sustainability-related mattersin various aspects of its Global Corporate
Governance Guidelines. These comprise, but are
not limited to:–	clearly assigning sustainability-related
responsibilities on the board;–	the management of sustainability-related risks
when assessing the board and electing
directors; and–	the inclusion of ESG KPIs into remuneration
policy.

allowing investors to judge progress. We may
vote against the Chairperson or director in
charge of sustainability matters on the board
where shareholder concerns remain
unaddressed despite significant shareholder
dissent or where we remain unsatisfied with thecompany’s responsiveness to implementing a
Say on Climate.

Please refer to the respective section of these
Guidelines for policy application.

Going forward, for certain high-emitting
companies AllianzGI will hold directors
accountable if the company does not havecredible net zero targets in place. As of 2024,
depending on the set-up of the board AllianzGI
will vote against the Chairperson of the
Sustainability Committee, the Strategy
Committee or the Chairperson of the Boardof certain high-emitting companies if it does
not have net zero targets or GHG reductions
targets and TCFD disclosure in place.

AllianzGI encourages high-emitting companies
to ask shareholders for support of their climate
strategy. We support such proposals if thecompany provides a challenging climate
strategy including clear targets and milestones
that balances business and climate-related
targets without unduly compromising thecompany’s medium-term business outlook. We
would expect companies to define clear
accountability on the board for climate-related
matters to ensure reasonable oversight overclimate-related strategies. Boards shouldcommit to reporting annually following
established reporting frameworks and thus

If shareholders raise a resolution related to a Say
on Climate resolution, AllianzGI evaluates theseon a case-by-case basis. Where shareholder
proposals are prescriptive in nature, requesting
the board and management to take certain
actions, AllianzGI will consider the rationale andfeasibility of each proposal, the consistency of
the wording of the proposal with its intent, theimpact of the proposal on the company’s shortterm and long-term value as well as otherrelevant background circumstances including
the company’s performance in these areas, past
responsiveness to shareholder engagement andrisk evidenced by controversy.

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Global Corporate Governance Guidelines

Shareholder resolutions
AllianzGI customarily reviews shareholder
proposals concerning corporate governanceand broader sustainability issues, including forexample proposals related to climate change
action, reporting on climate change or emissions
and increasingly proposals related to social
issues such as gender and racial/ethnic diversity
and human rights-related topics. Given thevariety and variability of shareholder proposals,
it is often difficult to develop policy positions on
the issues raised by shareholders; hence we
prefer to review and vote on a case-by-casebasis, taking account of factors such as thenature of the proposal, whether it might beoverly prescriptive in nature as well as thecompany’s policies and progress. Nevertheless,the positions described below outline ourgeneral voting stance in particular areas.
AllianzGI supports proposals that ask company
boards and management to enhancetransparency, adhere to internationallyrecognized standards and principles, and give
greater consideration to sustainability issues
deemed material to the long-term performanceof the company or to key stakeholders (eg,employees, local communities).
Shareholder resolutions relating toenvironmental and social issues
Climate change: AllianzGI supports shareholder
proposal asking companies to report on theirclimate change strategy in alignment with theParis Agreement and within the frameworkdescribed above as well as environmental
policies. We support shareholder proposals
seeking information on climate-related financial,physical or regulatory risks and how thecompany identifies, measures, and manages
such risks. We support shareholder proposals
calling for the reduction of GHG emissions,subject to our assessment of the company’sefforts and improvements achieved. We also
vote for shareholder proposals requesting areport/disclosure of a company’s goals on GHG
emissions from operations and/or products aswell as progress against these goals. AllianzGI
supports proposals requesting that a company
report on its energy efficiency policies and thefeasibility of developing/switching to renewableenergy sources.
Environmental impact: AllianzGI supports
resolutions that ask companies to outline
environmental policies and the community
impact of their operations. When determining20

our vote direction, we take into account thecompany’s current state of policies anddisclosure, the potential impact of noncompliance as well as the nature and scope ofthe company’s operations. AllianzGI supports
proposals asking companies to report onenvironmental damage of their operations inprotected regions. We also support resolutions
asking companies to adopt recycling strategies.
AllianzGI votes for proposals requesting acompany to report on or adopt a policy onwater-related risks.
 roduct Safety and Toxic/HazardousP
Materials: AllianzGI supports proposals
requesting that a company reports on its
policies, initiatives, procedures, and oversightmechanisms related to toxic/hazardous
materials or product safety in its supply chain, as
well as resolutions requesting that companies
develop a feasibility assessment to phase out
certain toxic/hazardous materials, or evaluate
and disclose the potential financial and legalrisks associated with utilizing certain materials.
 iversity and human capital management:
D
AllianzGI supports proposals seeking enhanced
reporting of the company’s efforts to enhancediversity of boards, management and workforce.
We will support shareholder proposals seeking
enhanced reporting of human capital data,
including composition of the workforce,
employee turnover, absenteeism rates, gender
diversity, racial/ethnic diversity, and other usefulindicators that help investors assess companies’
human capital management practices. AllianzGI
supports resolutions seeking introduction ofpolicies and statements that explicitly prohibit
discrimination and promote equal opportunities
at investee companies. We support resolutions
asking for improved reporting on gender andracial/ethnic pay gaps taking into account thecompany’s policies and disclosure as well as
recent controversies. If required in our view, we
may support proposals requesting external
audit of the issue.
Human Rights and Labour Rights: AllianzGI
supports proposals requesting a report on thecompany’s or its suppliers’ labour and/or humanrights standards and policies, as well as
implementation of human rights standards andworkplace codes of conduct in general and in
relation to countries in which there aresystematic violations of human rights. AllianzGI
may support shareholder proposals that call forindependent monitoring programs inconjunction with recognized human rights

Global Corporate Governance Guidelines
groups to monitor compliance. We expect
companies to comply with international labour
standards as outlined by the International
Labour Organization’s Fundamental
Conventions. AllianzGI supports shareholder
proposals to adopt labour standards for foreignand domestic suppliers to ensure that thecompany will not do business with suppliers that
manufacture products using forced labour, childlabour, or that fail to comply with applicablelaws protecting employee’s wages and working
conditions. We will also vote for proposals
requesting that a company conducts anassessment of the human rights risks in its
operations or in its supply chain, or report on its
human rights risk assessment process. AllianzGI
votes case-by-case on resolutions requestingthat a company reports on workplace safety
and/or security risks taking into accountcompliance with applicable regulations,disclosure standards and controversies.

Lobbying: AllianzGI generally supports
shareholder proposals that ask for transparency
on climate lobbying to ensure that a company’s
lobbying efforts are in line with their stateddecarbonisation targets.
Tax transparency: AllianzGI generally supports
shareholder proposals that ask for improved tax
transparency and/or country by country
reporting. We note regulatory developments on
tax transparency and are supportive of progress
towards more consistency between markets.

Shareholder proposals related to governanceissuesAllianzGI uses its Corporate Governance
Guidelines as the main reference point forconsidering corporate governance proposals put
forward by other shareholders. Our duty is to act
in the interest of our clients at all times, so we
consider each proposal on merit and will
support those deemed to be beneficial for thecompany and our investment.
Executive remuneration: AllianzGI generally
supports shareholder proposals related to
executive remuneration that call for improved
disclosure, greater link between pay andperformance, increased accountability toshareholders and elimination of problematic
practices identified under AllianzGI’s policy.
Where proposals are prescriptive on quantum of
pay and KPIs used under the incentive schemes,
we take decisions on a case-by-case basis.
Political donations: AllianzGI does not support
using shareholder funds for political donations
and supports disclosure and justification toshareholders of all substantial politicalexpenditures. Where management puts forward
a resolution to avoid a similar shareholder
proposal, AllianzGI will only support the
management proposal if it is more shareholder
friendly than the original shareholder proposal.
However, if the management proposal is lessshareholder friendly, we will vote against the
proposal and may vote against the re-electionof the Governance Committee members.

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Global Corporate Governance Guidelines

General Voting
IssuesAgenda items at shareholder meetings should
be presented clearly, distinctly andunambiguously. AllianzGI favours voting on
individual issues and will vote against bundled
resolutions if we disagree with at least one
component of a bundled proposal.
AllianzGI in general opposes “Other Business”
proposals unless there is full and clear
information about the exact nature of thebusiness to be voted on.
AllianzGI believes that companies should apply
high standards of disclosure and transparency.
In this regards, AllianzGI shows a preference for:–	At least half-year or full-year reports;–	Adherence to consistent internationallyaccepted financial standards;–	Availability of financial information andinvestor communication in English;–	Personal accessibility and availability of top
management and non-executive directors toinvestors;–	Publication of documents on the Internet;–	Mandatory presence of directors at general
meetings;–	Adoption of electronic voting; and–	Standardisation of voting forms andconfirmation of votes to investors.
AllianzGI will generally oppose proposals toprovide management with the authority to
adjourn an annual or special meeting absent
compelling reasons to support the proposal.
However, AllianzGI will support proposals that
relate specifically to soliciting votes for a merger
or transaction if supporting that merger ortransaction.

Many routine proposals are operational issuesof a noncontroversial nature. The list ofoperational issues includes, but is not limited to:–	Changing date, time, or location of the annual
meeting;–	Amending quorum requirements;–	Amending minor bylaws;–	Approving financial results, director reports,
and auditor reports;–	Approving allocation of income;–	Changing the company’s fiscal term; and–	Lowering disclosure threshold for stock
ownership.
While these proposals are considered to beroutine, they are not inconsequential. Fiduciaries
remain charged with casting their votes, so these
proposals must be evaluated on a case-by-casebasis, taking into account shareholders’ rights
and the potential economic benefits that would
be derived from implementation of the proposal.

Contact for queries
Dr Antje StobbeTel: +49 (0) 69 24431 2630
Email: antje.stobbe@allianzgi.com
AllianzGI Stewardship Team
Email: AllianzGIESGTeam@allianzgi.com

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Allianz Global Investors GmbH
Seidlstrasse 24–24a
80335 Munich
Germany
www.allianzgi.com

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January 2023