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A. Topics and agendas | Hengeler Mueller News

Supervisory Board Survey 2024

26 September 2024

A. Topics and agendas

1. The 2024 supervisory board agenda

Climate change is advancing, and the strain on natural resources is increasing: more than ever, the subject of sustainability is taking top billing and driving commercial enterprises towards more sustainable value creation. As European regulation becomes more and more comprehensive – due to the implementation of the CSRD, the European Sustainability Reporting Standards (ESRS) and the Taxonomy Regulation – companies are obliged to set up a framework for complying with sustainability reporting requirements. That is why it is hardly surprising that this subject is impacting what does and does not appear on supervisory boards' agendas again this year. Ninety per cent of the supervisory board members we surveyed considered ESG and the transformation of their companies towards more sustainability to be a central feature on their agendas, meaning that once again more importance was attached to this subject than in the previous year (in 2023, 85 per cent of respondents deemed it relevant). The reason for that may be that topics like CSRD reporting and taxonomy are no longer just abstract possibilities, but programmes that now must be realised.

Welche Themen bestimmen im Moment die Agenda Ihres Aufsichtsrats?Figure 1: What subjects are defining your supervisory board's agenda at the moment?*

In addition, the digitalisation or digital transformation of the enterprise continues to greatly influence agendas, and supervisory board members are still categorising this as the second most important item (with 85 per cent of respondents deeming it relevant). Our study also found that this subject was equally preoccupying at both publicly traded and unlisted companies (50 per cent of respondents from both types of entities deeming it relevant).

In times of lasting crises and international tensions, some of which are turning into political, economic and humanitarian catastrophes, the issue of geopolitical instability has unavoidably become a constant element on supervisory board agendas. In respondents' order of priority, this subject continues to rank third, with 82 per cent deeming it relevant.

Welche Themen stehen 2024 besonders auf Ihrer Agenda (versus 2023)?Figure 2: What subjects have been on your agenda in particular in 2024 (compared to 2023)?

This year, assessing the effectiveness of internal control systems (ICS) and risk management systems (RMS) became noticeably more important to supervisory board members – with 75 per cent of those surveyed deeming this task relevant in 2024 compared to 68 per cent in 2023. The German Act to Strengthen Financial Market Integrity requires management boards of publicly traded companies to have in place adequate and effective ICS and RMS. The 2022 German Corporate Governance Code has made these requirements even stricter. In addition, business management and monitoring mechanisms are taking on greater significance in general, precisely in view of unforeseen developments. Which is why it stands to reason that such mechanisms are increasingly relevant to the work done by supervisory boards.

Another subject that members of supervisory boards classified as relevant – and which our study asked about for the very first time this year – was the trending topic of artificial intelligence (70 per cent of respondents deemed it relevant). The rapid development of AI and its accelerating integration in commercial enterprises is changing business models and the work of management from the ground up. This has had unavoidable consequences for the work done by supervisory boards, as their tasks and their procedures for accomplishing those tasks are changing and, at the same time, new opportunities are arising. Besides, the weight of this subject in connection with companies' digital transformations and their importance – as mentioned above – is not difficult to comprehend, either. That is why it was somewhat striking that members of listed companies' supervisory boards agreed with that sentiment considerably more (61 per cent) than their counterparts at unlisted companies (39 per cent).

The subject of supply chains continued to figure just as prominently on supervisory board agendas in 2024, even if a clear downward trend in its relevance over the past few years can be observed (67 per cent of respondents deeming it relevant in 2024 compared to 70 per cent in 2023 and 79 per cent in 2022). The entry into force of the German Act on Corporate Due Diligence in Supply Chains, which has also applied to enterprises with more than 1,000 employees since 1 January 2024, and the associated compliance measures make the subject further relevant. A difference is prominent with regard to compliance: the percentage of supervisory board members who deemed this subject relevant has dropped considerably overall (61 per cent of respondents deeming it relevant in 2024 compared to 71 per cent saying the same in 2023). Companies appear to have made a lot of progress in this respect when it comes to realising their projects.

Like last year, the difference between listed and unlisted companies is even greater with regard to management board remuneration. With 64 per cent of respondents from listed companies identifying this subject as relevant, it is a far more established topic there than on the supervisory boards of unlisted companies (where 36 per cent of respondents think as much).

The overall relevance of the subject of co-determination has increased compared to last year (according to 24 per cent of respondents in 2024 compared to 17 per cent in 2023). Distinct differences between the respondent groups regarding this subject are also apparent this year, and survey responses show a consistent trend. Like in 2023, unlisted companies consider the subject to be far more preoccupying than publicly traded companies do (64 per cent versus 36 per cent of the respondent groups respectively deeming it relevant in 2024 and 40 per cent versus 21 per cent respectively in 2023). One reason for this difference may still be that complying with co-determination rules is more of a routine task at listed companies than at unlisted companies.


*Please note: the values used in this study report are rounded figures. Furthermore, 'prefer not to say' responses have been left out for better comprehensibility. Therefore, in individual cases, total sums might not come out to 100 (per cent). Additionally, not all respondents answered all of the questions, meaning that there may be different survey sample sizes for individual questions. Where the phrase 'deemed relevant' is used, this refers to both the 'relevant' and 'very relevant' responses to a question. This year, there was also the option to provide additional comment in a text entry field for seven questions. Those comments are summarised in this study at the end of each relevant section.