UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D. C. 20549
FORM N-CSR
Investment Company Act file number: 811-04632
The European
Equity Fund, Inc.
(Exact Name of Registrant
as Specified in Charter)
875 Third Avenue
New York, NY 10022-6225
(Address of Principal
Executive Offices) (Zip Code)
Registrant’s
Telephone Number, including Area Code: (212) 454-4500
Diane Kenneally
100 Summer Street
Boston, MA 02110
(Name and Address of
Agent for Service)
Date of fiscal year end: |
12/31 |
|
|
Date of reporting period: |
12/31/2023 |
ITEM 1. |
REPORT TO STOCKHOLDERS |
|
|
|
(a) |
December 31, 2023
Annual Report
to Shareholders
The European Equity Fund, Inc.
Ticker Symbol:
EEA
Contents
The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment
Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A
DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
|
|
|
|
|
|
|
2 |
|
| |
|
The European Equity Fund, Inc. |
|
|
The Fund seeks long-term capital appreciation through investment primarily in
equity and equity-linked securities of issuers domiciled in Europe.
Investments in funds involve risks, including the loss
of principal.
The shares of most closed-end funds, including the Fund, are not continuously offered. Once issued, shares of
closed-end funds are bought and sold in the open market. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Funds
shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value.
This Fund is diversified and primarily focuses its investments in equity securities of issuers domiciled in Europe, thereby increasing its vulnerability to developments
in that region. Investing in foreign securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Any fund that concentrates in a particular segment of
the market or in a particular geographical region will generally be more volatile than a fund that invests more broadly.
The United States, the European Union
(EU), the United Kingdom, and other countries have imposed sanctions in response to the Russian military and other actions in recent years. These sanctions have adversely affected Russian individuals, Russian issuers and the Russian economy. Russia,
in turn, has imposed sanctions targeting Western individuals, businesses and products. The various sanctions have adversely affected, and may continue to adversely affect, not only the Russian economy but also the economies of many countries in
Europe. The continuation of current sanctions or the imposition of additional sanctions may materially adversely affect the value of the Funds portfolio.
War, terrorism, sanctions, economic uncertainty, trade disputes, public health crises, natural disasters, climate change and related geopolitical events have led and,
in the future, may lead to significant disruptions in U.S. and world economies and markets, which may lead to increased market volatility and may have significant adverse effects on the Fund and its investments.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
3 |
|
|
|
|
Letter to the Shareholders |
|
(Unaudited) |
Dear Shareholder,
For the twelve-month period ended
December 31, 2023, the total return of the European Equity Fund, Inc. (the Fund) in U.S. dollars (USD) was 20.33% based on net asset value and 17.27% based on market price. During the same period, the return of the Funds
benchmark, the MSCI Europe Index, was 19.89%.1 The Funds discount to net asset value averaged 14.87% for the period from January 1, 2023 to December 31, 2023, compared with 14.61%
for the same period a year earlier.
After the decline seen in 2022, the first half of 2023 saw European equities move higher while experiencing reduced volatility.
The first quarter started on a positive note as falling European natural gas prices helped allay fears about a potential recession. This was reflected across various sentiment indicators, with consumer confidence rising to its highest level in
several months. In addition, the continued reopening of Chinas economy as pandemic related restrictions were eased boosted hopes for global growth broadly. As a result of the brighter macroeconomic outlook, European equities posted their
strongest January return since 2015.
However, the tone in markets became more negative in February, as core eurozone inflation for January was gauged at a record
high of 5.3%. By March, persistently high inflation had led to a ratcheting upward of investor expectations for where central bank policy rates would ultimately peak. This dynamic was reversed in the wake of the failure of U.S. regional bank Silicon
Valley Bank on March 10th, which raised fears of a broader financial system contagion. These developments led to significant market volatility as investors speculated as to whether central banks globally might pause their current rate hiking cycles
given heightened recession risks.
Entering the second quarter, investors continued to speculate as to the likelihood of further bank failures. However, by June
equity volatility measures had fallen to their lowest levels since the beginning of the pandemic in March of 2020.
With the financial system appearing to be on
relatively stable footing, central banks maintained their focus on moving policy rates higher to rein in inflation. The European Central Bank (ECB) hiked its overnight
|
|
|
|
|
4 |
|
| |
|
The European Equity Fund, Inc. |
lending rate by twenty-five basis points in both May and June, taking the deposit facility rate to 3.5%.
The
prospect of rates remaining higher for longer led to an equity selloff in the third quarter.
Inflationary pressures remained a concern, as oil prices rose by more
than $20 a barrel over the quarter. By late-October, European economic data had weakened considerably, with purchasing manager indices consistently in contractionary territory. The euro area economy ultimately experienced a 0.1% contraction in
the third quarter.
Geopolitical issues were also in focus as a consequence of Hamas October 7 attack on Israel. Brent Crude oil prices rose approximately
7.5% in the week immediately following the attack. In addition, investors moved into safe haven assets, with the price of gold rising more than 7% in October.
The
market remained on edge entering the fourth quarter, but the narrative shifted abruptly in part due to several downside surprises for inflation and a more dovish tone from leading central banks. Decembers dot plot published by the
U.S. Federal Reserve (Fed) displaying Open Market Committee members expectations for the direction of interest rates pleasantly surprised investors, signaling 75 basis points of rate cuts in 2024. This spurred market optimism that
a soft landing scenario was coming into view, under which inflation would return to target levels without necessitating a prolonged period of high policy rates leading to a recession. The result was a strong
year-end rally for equities.
|
|
|
|
|
|
|
|
|
Sector Diversification (As a % of Equity Securities) |
|
12/31/23 |
|
|
12/31/22 |
|
Financials |
|
|
21% |
|
|
|
18% |
|
Industrials |
|
|
16% |
|
|
|
16% |
|
Health Care |
|
|
14% |
|
|
|
16% |
|
Consumer Discretionary |
|
|
11% |
|
|
|
9% |
|
Information Technology |
|
|
9% |
|
|
|
10% |
|
Materials |
|
|
8% |
|
|
|
10% |
|
Communication Services |
|
|
8% |
|
|
|
7% |
|
Consumer Staples |
|
|
6% |
|
|
|
6% |
|
Energy |
|
|
5% |
|
|
|
6% |
|
Utilities |
|
|
2% |
|
|
|
2% |
|
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
5 |
|
With respect to the Funds performance relative to the benchmark, positive contributions were led by positioning in
materials based on both an overweight to and selection within the sector. In terms of individual holdings, building materials companies CRH PLC and Sika AG enjoyed a recovery helped by lower energy and raw materials costs.
Positioning with respect to communication services was the next most significant contributor to relative performance, based on both an overweight to and selection within
the sector. Most notably, shares of business intelligence and academic publishing services provider Informa PLC, German telecommunications operator Deutsche Telekom AG, and real estate portal Scout24 SE generated positive relative returns.
Information technology ranks as the third most important contributor, based on both an overweight to and selection within the sector. In terms of individual holdings,
overweights to semiconductor companies Infineon Technologies AG and STMicroelectronics NV explain the bulk of the outperformance, with gains driven by strong fundamentals based on robust demand from the automotive sector.
On the negative side, the Funds underweight allocation to the consumer cyclicals sector and security selection within utilities weighed on relative performance.
|
|
|
|
|
|
|
|
|
|
|
Ten Largest Equity Holdings at December 31, 2023
(32.6% of Net Assets) |
|
Country |
|
Percent |
|
|
1. |
|
|
Novo Nordisk A/S |
|
Denmark |
|
|
5.4 |
% |
|
2. |
|
|
Allianz SE (Registered) |
|
Germany |
|
|
3.3 |
% |
|
3. |
|
|
ING Groep NV |
|
Netherlands |
|
|
3.2 |
% |
|
4. |
|
|
ASML Holding NV |
|
Netherlands |
|
|
3.1 |
% |
|
5. |
|
|
TotalEnergies SE |
|
France |
|
|
3.1 |
% |
|
6. |
|
|
Nestle SA (Registered) |
|
Switzerland |
|
|
3.1 |
% |
|
7. |
|
|
HSBC Holdings PLC |
|
United Kingdom |
|
|
3.1 |
% |
|
8. |
|
|
CRH PLC |
|
Ireland |
|
|
2.9 |
% |
|
9. |
|
|
AXA SA |
|
France |
|
|
2.8 |
% |
|
10. |
|
|
Compass Group PLC |
|
United Kingdom |
|
|
2.6 |
% |
Portfolio holdings and characteristics are subject to change and not indicative of future portfolio composition.
For more details about the Funds investments, see the Schedule of Investments commencing on page 11. For additional information about the Fund, including
performance, dividends, presentations, press releases, market updates, daily NAV and shareholder reports, please visit dws.com.
|
|
|
|
|
6 |
|
| |
|
The European Equity Fund, Inc. |
Market Outlook
From a
macroeconomic point of view, our economists believe that the ECB has finished hiking interest rates and that eurozone inflation will approach target levels by the end of 2025, and slow to 2.9% in 2024 from roughly 5.7% in 2023. Under this scenario,
central banks may begin to lower interest rates by June of 2024 and there is the potential for three rates cuts from the ECB in 2024. The drag of high central bank rates on inventory levels and the real estate market has become visible in recent
months. Activity is expected to slow during the coming two quarters, without causing a strong recession, assuming labor markets remain tight and consumer spending remains robust. Should eurozone economic growth remain in modest positive territory in
2024 central banks may begin to cut rates because they see clear progress in fighting inflation as opposed to preventing a looming recession. The latter scenario would be more likely to impact equity markets negatively.
Following a decline in 2023, corporate earnings growth could well resume in 2024 and accelerate in future years. The information technology sector seems poised to
experience the fastest growth, driven by cloud computing, progress in AI and a recovery in the semiconductor cycle. In addition, we continue to view the communication services sector favorably as offering attractive growth potential at a reasonable
valuation. Healthcare should move past COVID and benefit from the launch of anti-obesity drugs.
We have become more optimistic on consumer discretionary stocks as
labor markets remain strong and real disposable income is poised to improve driven by rising wages. At the same time, inventory de-stocking seems to be well under way while input costs have moderated. Among
subsectors, we view luxury goods as trading at a reasonable valuation.
Finally, while real estate seems a clear beneficiary from lower interest rates, the recent
rebound in the sector has been significant and we would like to see more upside before investing in the sector.
Lastly, at the Funds Annual Meeting on June
22, 2023, Professor Christian H. Strenger retired from the Funds Board. On December 31, 2023, Professor Strenger also retired as Chairman of the Funds Board and was replaced by Mr. Bernhard Koepp, effective January 1, 2024. On December
31, 2023, Dr. Christopher Pleister also retired from the Funds Board. The Board thanks Professor Strenger and Dr. Pleister for their excellent service for many years to the Fund.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
7 |
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
Juan Barriobero de la Pisa |
|
Hepsen Uzcan |
|
|
Portfolio Manager |
|
Director, President and Chief Executive Officer |
|
|
The views expressed in the preceding discussion reflect those of the portfolio management team generally through the end of the
period of the report as stated on the cover. The management teams views are subject to change at any time based on market and other conditions and should not be construed as recommendations. Past performance is no guarantee of future
results. Current and future portfolio holdings are subject to risk.
1 |
The MSCI Europe Index tracks the performance of 15 developed markets in Europe. MSCI indices are calculated using closing
local market prices and translate into U.S. dollars using the London close foreign exchange rates. Index returns do not reflect any fees or expenses and it is not possible to invest directly in the MSCI Europe Index. |
|
|
|
|
|
8 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Performance Summary |
|
December 31, 2023 (Unaudited) |
All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee
future results. Investment return and net asset value fluctuate with changing market conditions so that, when sold, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data
quoted. Please visit dws.com for the most recent performance of the Fund.
Fund specific data and performance are provided for informational purposes only
and are not intended for trading purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns as of 12/31/23 |
|
|
|
|
|
|
|
|
|
|
1-Year |
|
|
5-Year |
|
|
10-Year |
|
Net Asset Value(a) |
|
|
20.33% |
|
|
|
10.36% |
|
|
|
4.83% |
|
Market Price(a) |
|
|
17.27% |
|
|
|
9.69% |
|
|
|
3.83% |
|
MSCI Europe Index(b) |
|
|
19.89% |
|
|
|
9.09% |
|
|
|
4.13% |
|
|
Growth of an Assumed $10,000 Investment |
The growth of $10,000 is
cumulative.
a |
Total return based on net asset value reflects changes in the Funds net asset value during each period. Total return
based on market value reflects changes in market value during each period. Each figure includes reinvestments of income and capital gain distributions, if any, at market prices pursuant to the dividend reinvestment plan. Total returns based on net
asset value and market price will differ depending upon the level of any discount from or premium to net asset value at which the Funds shares trade during the period. Expenses of the Fund include investment advisory and administration fees
and other fund expenses. Total returns shown take into account these fees and expenses. The annualized expense ratio of the Fund for the year ended December 31, 2023 was 1.45%. |
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
9 |
|
b |
The MSCI Europe Index tracks the performance of 15 developed markets in Europe. MSCI indices are calculated using closing
local market prices and translate into U.S. dollars using the London close foreign exchange rates. |
|
Index returns do not reflect any fees or expenses and it is not possible to invest directly in the MSCI Europe Index.
|
|
|
|
|
|
|
|
|
|
Net Asset Value and Market Price |
|
|
|
|
|
|
|
|
|
|
|
As of 12/31/23 |
|
|
As of 12/31/22 |
|
Net Asset Value |
|
$ |
10.39 |
|
|
$ |
8.81 |
|
Market Price |
|
$ |
8.62 |
|
|
$ |
7.50 |
|
Prices and Net Asset Value fluctuate and are not guaranteed.
|
|
|
|
|
Distribution Information |
|
Per Share |
|
Twelve Months as of 12/31/23: |
|
|
|
|
Income Distribution |
|
$ |
0.17 |
|
Distributions are historical, not guaranteed and will fluctuate. Distributions do not include return of capital or other non-income sources.
|
|
|
|
|
10 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Schedule of Investments |
|
as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value ($) |
|
Common Stocks 97.3% |
|
|
|
|
|
|
|
|
France 21.4% |
|
|
|
|
|
|
|
|
|
|
|
Banks 1.2% |
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas SA |
|
|
12,269 |
|
|
|
848,087 |
|
|
|
|
Beverages 0.9% |
|
|
|
|
|
|
|
|
|
|
|
Pernod Ricard SA |
|
|
3,677 |
|
|
|
648,725 |
|
|
|
|
Building Products 2.1% |
|
|
|
|
|
|
|
|
|
|
|
Cie de Saint-Gobain SA |
|
|
20,284 |
|
|
|
1,493,294 |
|
|
|
|
Construction & Engineering 2.0% |
|
|
|
|
|
|
|
|
|
|
|
Vinci SA |
|
|
11,305 |
|
|
|
1,419,572 |
|
|
|
|
Insurance 2.8% |
|
|
|
|
|
|
|
|
|
|
|
AXA SA |
|
|
59,773 |
|
|
|
1,946,732 |
|
|
|
|
IT Services 1.5% |
|
|
|
|
|
|
|
|
|
|
|
Capgemini SE |
|
|
5,015 |
|
|
|
1,045,404 |
|
|
|
|
Media 1.3% |
|
|
|
|
|
|
|
|
|
|
|
Vivendi SE |
|
|
85,716 |
|
|
|
915,976 |
|
|
|
|
Oil, Gas & Consumable Fuels 3.1% |
|
|
|
|
|
|
|
|
|
|
|
TotalEnergies SE |
|
|
32,509 |
|
|
|
2,211,621 |
|
|
|
|
Personal Care Products 1.2% |
|
|
|
|
|
|
|
|
|
|
|
LOreal SA |
|
|
1,650 |
|
|
|
821,202 |
|
|
|
|
Pharmaceuticals 1.9% |
|
|
|
|
|
|
|
|
|
|
|
Sanofi SA |
|
|
13,278 |
|
|
|
1,316,261 |
|
|
|
|
Semiconductors & Semiconductor Equipment 1.3% |
|
|
|
|
|
|
|
|
|
|
|
STMicroelectronics NV |
|
|
18,529 |
|
|
|
925,868 |
|
|
|
|
Textiles, Apparel & Luxury Goods 2.1% |
|
|
|
|
|
|
|
|
LVMH Moet Hennessy Louis Vuitton SE |
|
|
1,862 |
|
|
|
1,508,570 |
|
Total France (Cost $12,616,085) |
|
|
|
|
|
|
15,101,312 |
|
|
|
|
Germany 21.2% |
|
|
|
|
|
|
|
|
|
|
|
Air Freight & Logistics 2.0% |
|
|
|
|
|
|
|
|
Deutsche Post AG |
|
|
28,471 |
|
|
|
1,410,392 |
|
|
|
|
Diversified Telecommunication Services 2.3% |
|
|
|
|
|
|
|
|
Deutsche Telekom AG (Registered) |
|
|
67,282 |
|
|
|
1,616,161 |
|
|
|
|
Health Care Providers & Services 1.1% |
|
|
|
|
|
|
|
|
Fresenius SE & Co KGaA |
|
|
24,619 |
|
|
|
763,202 |
|
|
Independent Power & Renewable Electricity Producers 1.7% |
|
RWE AG |
|
|
26,621 |
|
|
|
1,210,702 |
|
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value ($) |
|
|
|
|
Insurance 3.3% |
|
|
|
|
|
|
|
|
Allianz SE (Registered) |
|
|
8,894 |
|
|
|
2,376,562 |
|
|
|
|
Interactive Media & Services 1.3% |
|
|
|
|
|
|
|
|
Scout24 SE 144A |
|
|
12,841 |
|
|
|
909,892 |
|
|
|
|
Passenger Airlines 1.0% |
|
|
|
|
|
|
|
|
Deutsche Lufthansa AG (Registered)* |
|
|
81,593 |
|
|
|
725,216 |
|
|
|
|
Pharmaceuticals 1.6% |
|
|
|
|
|
|
|
|
Merck KGaA |
|
|
7,201 |
|
|
|
1,145,996 |
|
|
|
|
Semiconductors & Semiconductor Equipment 1.5% |
|
|
|
|
|
|
|
|
Infineon Technologies AG |
|
|
25,144 |
|
|
|
1,049,669 |
|
|
|
|
Software 1.4% |
|
|
|
|
|
|
|
|
SAP SE |
|
|
6,495 |
|
|
|
1,000,501 |
|
|
|
|
Textiles, Apparel & Luxury Goods 2.2% |
|
|
|
|
|
|
|
|
|
|
|
adidas AG |
|
|
3,033 |
|
|
|
616,871 |
|
|
|
|
Puma SE |
|
|
16,346 |
|
|
|
912,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,528,884 |
|
|
|
|
Trading Companies & Distributors 1.8% |
|
|
|
|
|
|
|
|
Brenntag SE |
|
|
13,880 |
|
|
|
1,275,685 |
|
Total Germany (Cost $13,048,351) |
|
|
|
|
|
|
15,012,862 |
|
|
|
|
United Kingdom 14.0% |
|
|
|
|
|
|
|
|
|
|
|
Banks 3.1% |
|
|
|
|
|
|
|
|
HSBC Holdings PLC |
|
|
267,427 |
|
|
|
2,166,351 |
|
|
|
|
Commercial Services & Supplies 0.9% |
|
|
|
|
|
|
|
|
Rentokil Initial PLC |
|
|
115,540 |
|
|
|
649,205 |
|
|
|
|
Hotels, Restaurants & Leisure 2.6% |
|
|
|
|
|
|
|
|
Compass Group PLC |
|
|
67,024 |
|
|
|
1,833,445 |
|
|
|
|
Media 1.3% |
|
|
|
|
|
|
|
|
Informa PLC |
|
|
91,341 |
|
|
|
909,570 |
|
|
|
|
Oil, Gas & Consumable Fuels 1.7% |
|
|
|
|
|
|
|
|
Shell PLC |
|
|
36,870 |
|
|
|
1,208,558 |
|
|
|
|
Pharmaceuticals 1.6% |
|
|
|
|
|
|
|
|
AstraZeneca PLC |
|
|
8,552 |
|
|
|
1,155,531 |
|
|
|
|
Professional Services 1.8% |
|
|
|
|
|
|
|
|
RELX PLC |
|
|
33,069 |
|
|
|
1,310,960 |
|
|
|
|
Trading Companies & Distributors 1.0% |
|
|
|
|
|
|
|
|
Ashtead Group PLC |
|
|
10,049 |
|
|
|
699,653 |
|
Total United Kingdom (Cost $7,438,761) |
|
|
|
|
|
|
9,933,273 |
|
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
12 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value ($) |
|
Netherlands 12.0% |
|
|
|
|
|
|
|
|
|
|
|
Automobiles 1.4% |
|
|
|
|
|
|
|
|
Stellantis NV |
|
|
43,160 |
|
|
|
1,008,134 |
|
|
|
|
Banks 4.7% |
|
|
|
|
|
|
|
|
|
|
|
ABN AMRO Bank NV (CVA) 144A |
|
|
71,406 |
|
|
|
1,071,718 |
|
|
|
|
ING Groep NV |
|
|
153,605 |
|
|
|
2,294,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,366,287 |
|
|
|
|
Beverages 1.3% |
|
|
|
|
|
|
|
|
Heineken NV |
|
|
8,817 |
|
|
|
895,265 |
|
|
|
|
Entertainment 1.5% |
|
|
|
|
|
|
|
|
Universal Music Group NV |
|
|
35,928 |
|
|
|
1,024,112 |
|
|
|
|
Semiconductors & Semiconductor Equipment 3.1% |
|
|
|
|
|
|
|
|
ASML Holding NV |
|
|
2,940 |
|
|
|
2,213,437 |
|
Total Netherlands (Cost $5,317,116) |
|
|
|
|
|
|
8,507,235 |
|
|
|
|
Switzerland 8.9% |
|
|
|
|
|
|
|
|
|
|
|
Chemicals 3.0% |
|
|
|
|
|
|
|
|
|
|
|
DSM-Firmenich AG |
|
|
9,121 |
|
|
|
926,737 |
|
|
|
|
Sika AG (Registered) |
|
|
3,834 |
|
|
|
1,246,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,173,459 |
|
|
|
|
Food Products 3.1% |
|
|
|
|
|
|
|
|
Nestle SA (Registered) |
|
|
18,952 |
|
|
|
2,195,568 |
|
|
|
|
Pharmaceuticals 2.1% |
|
|
|
|
|
|
|
|
Roche Holding AG |
|
|
5,062 |
|
|
|
1,470,428 |
|
|
|
|
Textiles, Apparel & Luxury Goods 0.7% |
|
|
|
|
|
|
|
|
Cie Financiere Richemont SA A
(Registered) |
|
|
3,520 |
|
|
|
484,068 |
|
Total Switzerland (Cost $6,810,081) |
|
|
|
|
|
|
6,323,523 |
|
|
|
|
Denmark 6.8% |
|
|
|
|
|
|
|
|
|
|
|
Air Freight & Logistics 1.4% |
|
|
|
|
|
|
|
|
DSV A/S |
|
|
5,609 |
|
|
|
985,325 |
|
|
|
|
Pharmaceuticals 5.4% |
|
|
|
|
|
|
|
|
Novo Nordisk A/S B |
|
|
37,070 |
|
|
|
3,834,714 |
|
Total Denmark (Cost $1,817,086) |
|
|
|
|
|
|
4,820,039 |
|
|
|
|
Sweden 5.5% |
|
|
|
|
|
|
|
|
|
|
|
Banks 3.8% |
|
|
|
|
|
|
|
|
|
|
|
Svenska Handelsbanken AB A |
|
|
90,776 |
|
|
|
986,539 |
|
|
|
|
Swedbank AB A |
|
|
85,000 |
|
|
|
1,715,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,702,467 |
|
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value ($) |
|
|
|
|
Machinery 1.7% |
|
|
|
|
|
|
|
|
Atlas Copco AB A |
|
|
68,091 |
|
|
|
1,174,204 |
|
Total Sweden (Cost $2,857,282) |
|
|
|
|
|
|
3,876,671 |
|
|
|
|
Ireland 4.4% |
|
|
|
|
|
|
|
|
|
|
|
Construction Materials 2.9% |
|
|
|
|
|
|
|
|
CRH PLC |
|
|
30,037 |
|
|
|
2,071,390 |
|
|
|
|
Containers & Packaging 1.5% |
|
|
|
|
|
|
|
|
Smurfit Kappa Group PLC |
|
|
26,343 |
|
|
|
1,043,864 |
|
Total Ireland (Cost $2,932,789) |
|
|
|
|
|
|
3,115,254 |
|
|
|
|
Spain 2.1% |
|
|
|
|
|
|
|
|
|
|
|
Banks 2.1% |
|
|
|
|
|
|
|
|
Banco Santander SA (Cost $1,404,728) |
|
|
361,862 |
|
|
|
1,510,441 |
|
|
|
|
Australia 1.0% |
|
|
|
|
|
|
|
|
|
|
|
Metals & Mining 1.0% |
|
|
|
|
|
|
|
|
BHP Group Ltd. (Cost $205,682) (a) |
|
|
19,816 |
|
|
|
679,353 |
|
|
|
|
Total Common Stocks (Cost $54,447,961) |
|
|
|
|
|
|
68,879,963 |
|
|
|
|
Preferred Stocks 1.9% |
|
|
|
|
|
|
|
|
Germany 1.9% |
|
|
|
|
|
|
|
|
|
|
|
Automobiles 1.9% |
|
|
|
|
|
|
|
|
|
|
|
Porsche Automobil Holding SE |
|
|
12,572 |
|
|
|
643,131 |
|
|
|
|
Volkswagen AG |
|
|
5,686 |
|
|
|
702,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,345,192 |
|
|
|
Total Germany (Cost $2,520,052) |
|
|
|
|
|
|
1,345,192 |
|
Total Preferred Stocks (Cost $2,520,052) |
|
|
|
|
|
|
1,345,192 |
|
|
|
|
Cash Equivalents 1.8% |
|
|
|
|
|
|
|
|
DWS Central Cash Management Government Fund, 5.38% (Cost $1,250,300) (b) |
|
|
1,250,300 |
|
|
|
1,250,300 |
|
|
|
|
|
|
% of Net Assets |
|
|
Value ($) |
|
Total Investment Portfolio (Cost $58,218,313) |
|
|
101.0 |
|
|
|
71,475,455 |
|
Other Assets and Liabilities, Net |
|
|
(1.0 |
) |
|
|
(699,273 |
) |
|
|
Net Assets |
|
|
100.0 |
|
|
|
70,776,182 |
|
The accompanying notes are an integral part of the
financial statements.
|
|
|
|
|
14 |
|
| |
|
The European Equity Fund, Inc. |
A summary of the Funds transactions with affiliated investments during the year ended December 31, 2023 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value ($) at 12/31/2022 |
|
|
Pur- chases Cost ($) |
|
|
Sales Proceeds ($) |
|
|
Net Real-
ized Gain/ (Loss) ($) |
|
|
Net Change in Unreal- ized Appreci- ation/ (Depreci- ation) ($) |
|
|
Income ($) |
|
|
Capital Gain Distri- butions ($) |
|
|
Number of Shares at 12/31/2023 |
|
|
Value ($) at 12/31/2023 |
|
|
Securities Lending Collateral 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DWS Government & Agency Securities Portfolio DWS Government Cash Institutional Shares, 5.27% (b) (c) |
|
|
|
|
|
|
0 |
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents 1.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DWS Central Cash Management Government Fund, 5.38% (b) |
|
|
1,312,005 |
|
|
|
6,685,267 |
|
|
|
6,746,972 |
|
|
|
|
|
|
|
|
|
|
|
72,055 |
|
|
|
|
|
|
|
1,250,300 |
|
|
|
1,250,300 |
|
|
1,312,005 |
|
|
|
6,685,267 |
|
|
|
6,746,972 |
|
|
|
|
|
|
|
|
|
|
|
78,368 |
|
|
|
|
|
|
|
1,250,300 |
|
|
|
1,250,300 |
|
* |
Non-income producing security. |
(a) |
BHP Group PLC is domiciled in Australia and is listed on the London Stock Exchange. |
(b) |
Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end. |
(c) |
Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower
rebates. |
(d) |
Represents the net increase (purchases cost) or decrease (sales proceeds) in the amount invested in cash collateral for
the period ended December 31, 2023. |
144A: Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities
may be resold in transactions exempt from registration, normally to qualified institutional buyers.
CVA: Credit Valuation Adjustment.
For purposes of its industry concentration policy, the Fund classifies issuers of portfolio securities at the industry sub-group
level. Certain of the categories in the above Schedule of Investments consist of multiple industry sub-groups or industries.
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
15 |
|
Fair Value Measurements
Various
inputs are used in determining the value of the Funds investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant
observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Funds own assumptions in determining the fair value of
investments). The level assigned to the securities valuations may not be an indication of the risk associated with investing in those securities.
The following is a
summary of the inputs used as of December 31, 2023 in valuing the Funds investments. For information on the Funds policy regarding the valuation of investments, please refer to the Security Valuation section of Note 1 in the
accompanying Notes to Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Common Stocks and/or Other Equity Investments (e) |
|
|
|
|
|
Germany |
|
$ |
16,358,054 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
16,358,054 |
|
France |
|
|
15,101,312 |
|
|
|
|
|
|
|
|
|
|
|
15,101,312 |
|
United Kingdom |
|
|
9,933,273 |
|
|
|
|
|
|
|
|
|
|
|
9,933,273 |
|
Netherlands |
|
|
8,507,235 |
|
|
|
|
|
|
|
|
|
|
|
8,507,235 |
|
Switzerland |
|
|
6,323,523 |
|
|
|
|
|
|
|
|
|
|
|
6,323,523 |
|
Denmark |
|
|
4,820,039 |
|
|
|
|
|
|
|
|
|
|
|
4,820,039 |
|
Sweden |
|
|
3,876,671 |
|
|
|
|
|
|
|
|
|
|
|
3,876,671 |
|
Ireland |
|
|
3,115,254 |
|
|
|
|
|
|
|
|
|
|
|
3,115,254 |
|
Spain |
|
|
1,510,441 |
|
|
|
|
|
|
|
|
|
|
|
1,510,441 |
|
Australia |
|
|
679,353 |
|
|
|
|
|
|
|
|
|
|
|
679,353 |
|
Short-Term Instruments (e) |
|
|
1,250,300 |
|
|
|
|
|
|
|
|
|
|
|
1,250,300 |
|
Total |
|
$ |
71,475,455 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
71,475,455 |
|
(e) |
See Schedule of Investments for additional detailed categorizations. |
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
16 |
|
| |
|
The European Equity Fund, Inc. |
Statement of Assets and Liabilities
|
|
|
|
|
as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
Investments in non-affiliated securities, at value (cost $56,968,013) |
|
$ |
70,225,155 |
|
Investment in DWS Central Cash Management Government Fund (cost, $1,250,300) |
|
|
1,250,300 |
|
Foreign currency, at value (cost $208,624) |
|
|
210,344 |
|
Dividends receivable |
|
|
24,191 |
|
Foreign taxes recoverable |
|
|
235,130 |
|
Interest receivable |
|
|
4,220 |
|
Other assets |
|
|
5,261 |
|
Total assets |
|
|
71,954,601 |
|
|
|
Liabilities |
|
|
|
|
Distributions payable |
|
|
949,848 |
|
Investment advisory fee payable |
|
|
92,031 |
|
Administration fee payable |
|
|
11,782 |
|
Payable for Directors fees and expenses |
|
|
193 |
|
Accrued expenses and other liabilities |
|
|
124,565 |
|
Total liabilities |
|
|
1,178,419 |
|
Net assets |
|
$ |
70,776,182 |
|
|
|
Net Assets Consist of |
|
|
|
|
Distributable earnings (gain) |
|
|
8,907,582 |
|
Paid-in capital |
|
|
61,868,600 |
|
Net assets |
|
$ |
70,776,182 |
|
|
|
Net Asset Value |
|
|
|
|
|
|
Net assets value per share
($70,776,182 ÷ 6,813,832 shares of common stock issued and outstanding, $.001 par value, 80,000,000 shares authorized) |
|
$ |
10.39 |
|
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
17 |
|
Statement of Operations
|
|
|
|
|
for the year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income |
|
|
|
|
Income: |
|
|
|
|
|
|
Dividends (net of foreign withholding taxes of $240,845) |
|
$ |
1,914,929 |
|
Income distributions DWS Central Cash Management Government Fund |
|
|
72,055 |
|
Securities lending income, net of borrower rebates |
|
|
6,313 |
|
Total investment income |
|
|
1,993,297 |
|
Expenses: |
|
|
|
|
|
|
Investment advisory fee |
|
|
437,352 |
|
Administration fee |
|
|
134,569 |
|
Custody and accounting fee |
|
|
46,284 |
|
Services to shareholders |
|
|
15,341 |
|
Reports to shareholders and shareholder meeting expenses |
|
|
52,484 |
|
Directors fees and expenses |
|
|
95,056 |
|
Legal fees |
|
|
124,591 |
|
Audit and tax fees |
|
|
55,971 |
|
NYSE listing fee |
|
|
23,750 |
|
Insurance |
|
|
22,835 |
|
Miscellaneous |
|
|
40,095 |
|
Total expenses before expense reductions |
|
|
1,048,328 |
|
Expense reductions |
|
|
(67,285 |
) |
Total expenses after expense reductions |
|
|
981,043 |
|
Net investment income |
|
|
1,012,254 |
|
|
|
Realized and Unrealized Gain (Loss) |
|
|
|
|
Net realized gain (loss) from: |
|
|
|
|
|
|
Investments |
|
|
(2,162,461 |
) |
Foreign currency |
|
|
31,120 |
|
Net realized gain (loss) |
|
|
(2,131,341 |
) |
Change in net unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
Investments |
|
|
12,978,888 |
|
Foreign currency |
|
|
7,727 |
|
Change in net unrealized appreciation (depreciation) |
|
|
12,986,615 |
|
Net gain (loss) |
|
|
10,855,274 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
11,867,528 |
|
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
18 |
|
| |
|
The European Equity Fund, Inc. |
Statement of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
Increase (Decrease) in Net Assets |
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
$ |
1,012,254 |
|
|
$ |
1,083,807 |
|
Net realized gain (loss) |
|
|
(2,131,341 |
) |
|
|
(1,474,152 |
) |
Change in net unrealized appreciation (depreciation) |
|
|
12,986,615 |
|
|
|
(15,164,750 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
11,867,528 |
|
|
|
(15,555,095 |
) |
Distributions to shareholders |
|
|
(1,174,079 |
) |
|
|
(6,066,503 |
) |
Fund share transactions: |
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from reinvestment of distributions |
|
|
272,836 |
|
|
|
4,085,740 |
|
Shares repurchased |
|
|
(1,007,771 |
) |
|
|
(2,755,470 |
) |
Net increase (decrease) in net assets from Fund share transactions |
|
|
(734,935 |
) |
|
|
1,330,270 |
|
Total increase (decrease) in net assets |
|
|
9,958,514 |
|
|
|
(20,291,328 |
) |
Net assets at beginning of period |
|
|
60,817,668 |
|
|
|
81,108,996 |
|
|
|
|
Net assets at end of period |
|
$ |
70,776,182 |
|
|
$ |
60,817,668 |
|
|
|
|
Other Information |
|
|
|
|
|
|
|
|
Shares outstanding at beginning of period |
|
|
6,902,996 |
|
|
|
6,788,192 |
|
Shares issued from reinvestment of distributions |
|
|
32,196 |
|
|
|
464,944 |
|
Shares repurchased |
|
|
(121,360 |
) |
|
|
(350,140 |
) |
|
|
|
Shares outstanding at end of period |
|
|
6,813,832 |
|
|
|
6,902,996 |
|
The accompanying notes are an integral part of the
financial statements.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
19 |
|
Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
Per Share Operating Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
|
$8.81 |
|
|
|
$11.95 |
|
|
|
$12.09 |
|
|
|
$10.73 |
|
|
|
$9.04 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)a |
|
|
.15 |
|
|
|
.16 |
|
|
|
.15 |
|
|
|
.10 |
|
|
|
.15 |
|
Net realized and unrealized gain (loss) on investments and foreign currency |
|
|
1.58 |
|
|
|
(2.40 |
) |
|
|
1.11 |
|
|
|
1.38 |
|
|
|
2.03 |
|
Total from investment operations |
|
|
1.73 |
|
|
|
(2.24 |
) |
|
|
1.26 |
|
|
|
1.48 |
|
|
|
2.18 |
|
Less distributions from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
(.17 |
) |
|
|
(.29 |
) |
|
|
(.11 |
) |
|
|
(.13 |
) |
|
|
(.13 |
) |
Net realized gains |
|
|
|
|
|
|
(.58 |
) |
|
|
(1.39 |
) |
|
|
(.07 |
) |
|
|
(.39 |
) |
Total distributions |
|
|
(.17 |
) |
|
|
(.87 |
) |
|
|
(1.50 |
) |
|
|
(.20 |
) |
|
|
(.52 |
) |
Dilution in net asset value from dividend reinvestment |
|
|
(.01 |
) |
|
|
(.10 |
) |
|
|
|
|
|
|
(.01 |
) |
|
|
(.01 |
) |
Increase resulting from share repurchases |
|
|
.03 |
|
|
|
.07 |
|
|
|
.10 |
|
|
|
.09 |
|
|
|
.04 |
|
Net asset value, end of period |
|
|
$10.39 |
|
|
|
$8.81 |
|
|
|
$11.95 |
|
|
|
$12.09 |
|
|
|
$10.73 |
|
Market value, end of period |
|
|
$8.62 |
|
|
|
$7.50 |
|
|
|
$10.37 |
|
|
|
$10.40 |
|
|
|
$9.38 |
|
|
|
|
|
|
|
Total Investment Return for the Periodb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based upon market value (%) |
|
|
17.27 |
|
|
|
(19.12 |
) |
|
|
15.23 |
|
|
|
13.28 |
|
|
|
28.29 |
|
Based upon net asset value (%) |
|
|
20.33 |
c |
|
|
(17.55 |
)c |
|
|
14.22 |
|
|
|
15.12 |
|
|
|
25.48 |
|
|
|
|
|
|
|
Ratios to Average Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses before expense reductions (%) |
|
|
1.55 |
|
|
|
1.57 |
|
|
|
1.28 |
|
|
|
1.30 |
|
|
|
1.33 |
|
Total expenses after expense reductions (%) |
|
|
1.45 |
|
|
|
1.47 |
|
|
|
1.28 |
|
|
|
1.30 |
|
|
|
1.33 |
|
Net investment income (%) |
|
|
1.50 |
|
|
|
1.66 |
|
|
|
1.16 |
|
|
|
.93 |
|
|
|
1.51 |
|
Portfolio turnover (%) |
|
|
13 |
|
|
|
25 |
|
|
|
57 |
|
|
|
25 |
|
|
|
60 |
|
Net assets at end of period ($ thousands) |
|
|
70,776 |
|
|
|
60,818 |
|
|
|
81,109 |
|
|
|
87,186 |
|
|
|
81,254 |
|
a |
Based on average shares outstanding during the period. |
b |
Total investment return based on net asset value reflects changes in the Funds net asset value during each period.
Total return based on market value reflects changes in market value during each period. Each figure includes reinvestments of dividend and capital gain distributions, if any. These figures will differ depending upon the level of any discount from or
premium to net asset value at which the Funds shares trade during the period. |
c |
Total return would have been lower had certain expenses not been reduced. |
The accompanying notes are an integral part of the financial statements.
|
|
|
|
|
20 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Notes to Financial Statements |
|
|
A. Accounting Policies
The European Equity
Fund, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended (the 1940 Act) and was incorporated in Delaware on April 8, 1986 as a diversified,
closed-end management investment company. Investment operations commenced on July 23, 1986. The Fund reincorporated in Maryland on August 29, 1990 and, on October 16, 1996, the Fund changed from
a diversified to a non-diversified company. The Fund became a diversified fund on October 31, 2008.
The preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The following is a summary of significant accounting policies
followed by the Fund in the preparation of its financial statements.
Security Valuation. The Fund calculates its net asset value (NAV) per share for publication at the close of regular trading on Deutsche Börse XETRA, normally at 11:30 a.m., New York time.
The Funds Board has designated DWS International GmbH (the Advisor) as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act.
The Advisors Pricing Committee (the Pricing Committee) typically values securities using readily available market quotations or prices supplied by independent pricing services (which are considered fair values under Rule 2a-5). The
Advisor has adopted fair valuation procedures that provide methodologies for fair valuing securities.
Various inputs are used in determining the value of the
Funds investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments). The level assigned to the
securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.
Equity securities are valued at the most
recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
21 |
|
market on which they trade prior to the time of valuation. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the
relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1.
Investments in open-end investment companies are valued and traded at their NAV each business day and are categorized as Level 1.
Purchased
options are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.
Securities
and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance
with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Funds valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the
size of the holding; the initial cost of the security; the existence of any contractual restrictions on the securitys disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies;
quotations or evaluated prices from broker-dealers and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the companys or
issuers financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and, with respect to debt securities, the maturity, coupon, creditworthiness, currency
denomination, and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.
Disclosure about the classification of the fair value measurements is included in a table following the Funds Schedule of Investments.
Securities Transactions and Investment Income. Investment
transactions are accounted for on a trade date plus one basis for daily NAV calculation. However, for financial reporting purposes, investment security transactions are reported on trade date. Interest income is recorded on the accrual basis.
Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the
ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any,
are included in net realized gain (loss) for investments.
Securities Lending. Prior to May 1, 2023, Brown Brothers Harriman & Co. served as securities lending agent for the Fund. Effective May 1, 2023,
|
|
|
|
|
22 |
|
| |
|
The European Equity Fund, Inc. |
National Financial Services LLC (Fidelity Agency Lending), as lending agent, may lend securities of the Fund to certain financial institutions under the terms of its securities lending agreement.
During the term of the loans, the Fund continues to receive dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund
consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the securities lending agent will use its best effort to obtain
additional collateral on the next business day to meet required amounts under the securities lending agreement. During the year ended December 31, 2023, the Fund invested the cash collateral into a joint trading account in affiliated money market
funds, including DWS Government & Agency Securities Portfolio, managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.11% annualized effective rate as of December
31, 2023) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower
rebates and fees paid to a securities lending agent. Either the Fund or the borrower may terminate the loan at any time and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of
delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a
replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral
received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
The Fund had no securities on loan at December
31, 2023.
Foreign Currency Translation. The books and
records of the Fund are maintained in United States dollars.
Assets and liabilities denominated in foreign currency are translated into United States dollars
at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. Net realized and unrealized gains and
losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment
income accrued and the U.S. dollar amount actually
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
23 |
|
received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included
with net realized and unrealized gain/appreciation and loss/depreciation on investments.
At December 31, 2023, the exchange rate was EUR 1.00 to USD $1.10.
Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Funds maximum exposure under these arrangements is unknown,
as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
Taxes. The Funds policy is to comply with the
requirements of the Internal Revenue Code of 1986, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.
Additionally, the Fund may be subject to taxes imposed by the governments of countries in which it invests. Such taxes are generally based on income and/or capital gains
earned or repatriated. Estimated tax liabilities on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized gain/loss on investments. Tax liabilities realized as a
result of security sales are reflected as a component of net realized gain/loss on investments.
At December 31, 2023, the Fund had a net tax basis capital loss
carryforward of approximately $3,891,000, which may be applied against realized net taxable capital gains indefinitely including short-term losses ($1,624,000) and long-term losses ($2,267,000).
The Fund has reviewed the tax positions for the open tax years as of December 31, 2023 and has determined that no provision for income tax and/or uncertain tax
positions is required in the Funds financial statements. The Funds federal tax returns for the prior three fiscal years remain open subject to examinations by the Internal Revenue Service.
Dividends and Distributions to Shareholders. The Fund
records dividends and distributions to its shareholders on the ex-dividend date. The timing and character of certain income and capital gain distributions are determined annually in accordance with United
States federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in certain securities sold at a loss and to restructuring of
certain securities. The Fund may utilize a portion of the proceeds from capital share repurchases as a distribution from net investment income and realized capital gains. As a result, net investment income (loss) and net realized gain (loss) on
investment transactions for a reporting period may differ significantly from
|
|
|
|
|
24 |
|
| |
|
The European Equity Fund, Inc. |
distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the NAV of the Fund.
At December 31, 2023, the Funds components of distributable earnings (accumulated losses) on a tax basis were as follows:
|
|
|
|
|
Undistributed ordinary income |
|
$ |
89,949 |
|
Capital loss carryforwards |
|
$ |
(3,891,000 |
) |
Net unrealized appreciation (depreciation) |
|
$ |
12,704,744 |
|
At December 31, 2023, the aggregate cost of investments for federal income tax purposes was $58,770,711. The net unrealized
appreciation for all investments based on tax cost was $12,704,744. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $19,051,894 and aggregate gross unrealized
depreciation for all investments for which there was an excess of tax cost over value of $6,347,150.
In addition, the tax character of distributions paid to
shareholders by the Fund is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
Distributions from ordinary income* |
|
$ |
1,174,079 |
|
|
$ |
2,001,743 |
|
Distributions from long-term capital gains |
|
$ |
|
|
|
$ |
4,064,760 |
|
* |
For tax purposes, short-term capital gain is considered ordinary income. |
B. Investment Advisory and Administration Agreements
The Fund is party to
an Investment Advisory Agreement with DWS International GmbH (DWSI). The Fund also has an Administration Agreement with DWS Investment Management Americas, Inc. (DIMA). DWSI and DIMA are affiliated companies.
Under the Investment Advisory Agreement with DWSI, DWSI directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. DWSI
determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.
The Investment Advisory
Agreement provides DWSI with a fee, computed weekly and payable monthly, at the annual rate of 0.65% of the Funds average weekly net assets up to and including $100 million, and 0.60% of such assets in excess of $100 million. In
addition, DWSI has agreed to implement a temporary partial fee waiver. Effective January 1, 2022, the fee payable by the Fund to DWSI was reduced by 10 basis points for a one year period and this temporary partial fee waiver was subsequently
extended through December 31, 2023 and expired on such date.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
25 |
|
Accordingly, for the year ended December 31, 2023, the fee pursuant to the Investment Advisory Agreement aggregated
$437,352, of which $67,285 was waived, resulting in an annual rate of 0.55% of the Funds average weekly net assets.
Under the Administration Agreement with
DIMA, DIMA provides certain fund administration services to the Fund. The Administration Agreement provides DIMA with an annual fee, computed weekly and payable monthly, of 0.20% of the Funds average weekly net assets.
C. Transactions with Affiliates
DWS Service Company (DSC), an
affiliate of DIMA, is the transfer agent, dividend-paying agent and shareholder service agent of the Fund. Pursuant to a sub-transfer agency agreement between DSC and
SS&C GIDS, Inc. (SS&C), DSC has delegated certain transfer agent and
dividend-paying agent functions to
SS&C. DSC compensates SS&C out of the fee it receives from the Fund. For the year ended December 31, 2023, the amount charged to the Fund by DSC included in the Statement of Operations under Services to shareholders
aggregated $12,000, of which $1,000 is unpaid.
Under an agreement with the Fund, DIMA is compensated for providing certain
pre-press and regulatory filing services to the Fund. For the year ended December 31, 2023, the amount charged to the Fund by DIMA included in the Statement of Operations under Reports to
shareholders and shareholder meeting expenses aggregated $11,673, of which $7,733 is unpaid.
Deutsche Bank AG, the majority shareholder in the DWS Group, and
its affiliates may receive brokerage commissions as a result of executing agency transactions in portfolio securities on behalf of the Fund, that the Board determined were effected in compliance with the Funds
Rule 17e-1 procedures. For the year ended December 31, 2023, Deutsche Bank did not receive brokerage commissions from the Fund.
Certain Officers of the Fund are also officers of DIMA.
The Fund pays each Director
who is not an interested person of DIMA or DWS International GmbH retainer fees plus specified amounts for attended board and committee meetings.
The
Fund may invest cash balances in DWS Central Cash Management Government Fund, which is managed by DIMA. The Fund indirectly bears its proportionate share of the expenses of DWS Central Cash Management Government Fund. DWS Central Cash Management
Government Fund does not pay DIMA an investment management fee. DWS Central Cash Management Government Fund seeks maximum current income to the extent consistent with stability of principal.
|
|
|
|
|
26 |
|
| |
|
The European Equity Fund, Inc. |
D. Portfolio Securities
Purchases and sales of investment securities, excluding short-term investments, for the year ended December 31, 2023 were
$8,398,537 and $9,029,888, respectively.
E. Capital
During the year
ended December 31, 2023 and the year ended December 31, 2022, the Fund purchased 121,360 and 350,140 of its shares of common stock on the open market at a total cost of $1,007,771 and $2,755,470 ($8.30 and $7.87 average per share),
respectively. The average discount of these purchased shares, comparing the purchase price to the NAV per share at the time of purchase, was 14.74% and 14.32%, respectively.
During the year ended December 31, 2023 and the year ended December 31, 2022, the Fund issued for dividend reinvestment 32,196 and 464,944 shares, respectively. The
average discount of these issued shares, comparing the issue price to the NAV per share at the time of issuance, was 13.00% and 14.75%, respectively.
F. Share
Repurchases
On July 30, 2021, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the
Fund to repurchase up to 700,849 shares during the period from August 1, 2021 through July 31, 2022. The Fund repurchased 367,700 shares between August 1, 2021 and July 31, 2022. On July 29, 2022, the Fund announced that the
Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 708,104 shares during the period from August 1, 2022 through July 31, 2023. The Fund repurchased 222,279 shares
between August 1, 2022 and July 31, 2023. On July 28, 2023, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 687,213 shares during the
period from August 1, 2023 through July 31, 2024. The Fund repurchased 50,821 shares between August 1, 2023 and December 31, 2023.
Repurchases will be made from
time to time when they are believed to be in the best interests of the Fund. There can be no assurance that the Funds repurchases will reduce the spread between the market price of the Funds shares referred to below and its NAV per
share.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
27 |
|
G. Concentration of Ownership
From time to time, the Fund may have a concentration of several shareholder accounts holding a significant percentage of shares outstanding. Investment activities of
these shareholders could have a material impact on the Fund. At December 31, 2023, there were two shareholders that held approximately 28% and 10%, respectively, of the outstanding shares of the Fund.
|
|
|
|
|
28 |
|
| |
|
The European Equity Fund, Inc. |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The European Equity Fund,
Inc.:
Opinion on the Financial Statements
We have audited
the accompanying statement of assets and liabilities of The European Equity Fund, Inc. (the Fund), including the schedule of investments, as of December 31, 2023, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2023, the results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility
of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Funds internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
29 |
|
effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31,
2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to
determine the specific year.
Boston, Massachusetts
February 22, 2024
|
|
|
|
|
30 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Tax Information |
|
(Unaudited) |
For federal Income tax purposes, the Fund designates $2,009,908, or the maximum amount allowable under tax law, as qualified dividend
income.
The Fund paid foreign taxes of $141,951 and earned $1,041,617 of foreign source income during the year ended December 31, 2023. Pursuant to
Section 853 of the Internal Revenue Code, the Fund designates $0.0208 per share as foreign taxes paid and $0.1528 per share as income earned from foreign sources for the year ended December 31, 2023.
Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about
your account, please call (800) 728-3337.
The Fund elected to be subject to the statutory calculation, notification and
publication requirements of the German Investment Tax Act (Investmentsteuergesetz) (the Act) for the fiscal year ended December 31, 2022 and intends to elect to be subject to the Act for the fiscal year ending December 31,
2023. This election allows investors based in Germany to invest in the Fund without adverse tax consequences.
|
|
|
Shares Repurchased and Issued |
|
(Unaudited) |
The Fund has been purchasing shares of its common stock in the open market and has also purchased shares pursuant to tender offers.
Shares repurchased in the open market, shares issued for dividend reinvestment, and shares tendered and accepted for the past five years are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
Shares repurchased |
|
|
121,360 |
|
|
|
350,140 |
|
|
|
422,500 |
|
|
|
439,000 |
|
|
|
237,500 |
|
Shares issued for dividend reinvestment |
|
|
32,196 |
|
|
|
464,944 |
|
|
|
|
|
|
|
74,917 |
|
|
|
48,575 |
|
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
31 |
|
|
|
|
Voluntary Cash Purchase Program and Dividend Reinvestment Plan |
|
(Unaudited) |
The Fund offers shareholders a Voluntary Cash Purchase Program and Dividend Reinvestment Plan (Plan) which provides for
optional cash purchases and for the automatic reinvestment of dividends and distributions payable by the Fund in additional Fund shares. A more complete description of the Plan is provided in the Plan brochure available from DWS Service Company, the
transfer agent (the Transfer Agent), P.O. Box 219066, Kansas City, Missouri 64105 (telephone 1-800-GERMANY (1-800-437-6269)). SS&C GIDS, Inc. (the Plan Agent) acts as the plan agent under the Plan. A shareholder should read the Plan brochure carefully before
enrolling in the Plan.
Under the Plan, participating shareholders (Plan Participants) appoint the Transfer Agent to receive or invest Fund distributions
as described below under Reinvestment of Fund Shares. In addition, Plan Participants may make optional cash purchases through the Transfer Agent as often as once a month as described below under Voluntary Cash Purchases.
There is no charge to Plan Participants for participating in the Plan, although when shares are purchased under the Plan by the Plan Agent on the New York Stock Exchange or otherwise on the open market, each Plan Participant will pay a pro rata
share of brokerage commissions incurred in connection with such purchases, as described below under Reinvestment of Fund Shares and Voluntary Cash Purchases.
Reinvestment of Fund Shares. Whenever the Fund declares a
capital gain distribution, an income dividend or a return of capital distribution payable, at the election of shareholders, either in cash or in Fund shares, or payable only in cash, the Transfer Agent shall automatically elect to receive Fund
shares for the account of each Plan Participant.
Whenever the Fund declares a capital gain distribution, an income dividend or a return of capital
distribution payable only in cash and the net asset value per share of the Funds common stock equals or is less than the market price per share on the valuation date (the Market Parity or Premium), the Transfer Agent shall apply
the amount of such dividend or distribution payable to a Plan Participant to the purchase from the Fund of Fund Shares for a Plan Participants account, except that if the Fund does not offer shares for such purpose because it concludes
Securities Act registration would be required and such registration cannot be timely effected or is not otherwise a cost-effective alternative for the Fund, then the Transfer Agent shall follow the procedure
described in the next paragraph. The number of additional shares to be credited to a Plan Participants account shall be determined by dividing the dollar amount of
|
|
|
|
|
32 |
|
| |
|
The European Equity Fund, Inc. |
the distribution payable to a Plan Participant by the net asset value per share of the Funds common stock on the valuation date, or if the net asset value per share is less than 95% of the
market price per share on such date, then by 95% of the market price per share. The valuation date will be the payable date for such dividend or distribution.
Whenever the Fund declares a capital gains distribution, an income dividend or a return of capital distribution payable only in cash and the net asset value per share of
the Funds common stock exceeds the market price per share on the valuation date (the Market Discount), the Plan Agent shall apply the amount of such dividend or distribution payable to a Plan Participant (less a Plan
Participants pro rata share of brokerage commissions incurred with respect to open-market purchases in connection with the reinvestment of such dividend or distribution) to the purchase on the open
market of Fund shares for a Plan Participants account. The valuation date will be the payable date for such dividend or distribution. Such purchases will be made on or shortly after the valuation date and in no event more than 30 days after
such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws.
The Transfer
Agent or the Plan Agent may aggregate a Plan Participants purchases with the purchases of other Plan Participants, and the average price (including brokerage commissions) of all shares purchased by the Plan Agent shall be the price per share
allocable to each Plan Participant.
For all purposes of the Plan, the market price of the Funds common stock on a payable date shall be the last sales price
on the New York Stock Exchange on that date, or, if there is no sale on such Exchange (or, if different, the principal exchange for Fund shares) on that date, then the mean between the closing bid and asked quotations for such stock on such Exchange
on such date. The net asset value per share of the Funds common stock on a valuation date shall be as determined by or on behalf of the Fund.
The Transfer
Agent may hold a Plan Participants shares acquired pursuant to the Plan, together with the shares of other Plan Participants acquired pursuant to this Plan, in non-certificated form in the name of the
Transfer Agent or that of a nominee. The Transfer Agent will forward to each Plan Participant any proxy solicitation material and will vote any shares so held for a Plan Participant only in accordance with the proxy returned by a Plan Participant to
the Fund. Upon a Plan Participants written request, the Transfer Agent will deliver to a Plan Participant, without charge, a certificate or certificates for the full shares held by the Transfer Agent.
Voluntary Cash Purchases. Plan Participants have the
option of making investments in Fund shares through the Transfer Agent as often as once
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
33 |
|
a month. Plan Participants may invest as little as $100 in any month and may invest up to $36,000 annually through the voluntary cash purchase feature of the Plan.
The Plan Agent shall apply such funds (less a Plan Participants pro rata share of brokerage commissions or other costs, if any) to the purchase on the New York
Stock Exchange (or, if different, on the principal exchange for Fund shares) or otherwise on the open market of Fund shares for such Plan Participants account, regardless of whether there is a Market Parity or Premium or a Market Discount. The
Plan Agent will purchase shares for Plan Participants on or about the 15th of each month. Cash payments received by the Transfer Agent less than five business days prior to a cash purchase investment date will be held by the Transfer Agent until the
next months investment date. Uninvested funds will not bear interest. Plan Participants may withdraw any voluntary cash payment by written notice received by the Transfer Agent not less than 48 hours before such payment is to be invested.
Enrollment and Withdrawal. Both current shareholders and first-time investors in the Fund are eligible to participate in the Plan. Current shareholders may join the Plan by either enrolling their shares with the Transfer Agent or by making an initial cash deposit of at
least $250 with the Transfer Agent. First-time investors in the Fund may join the Plan by making an initial cash deposit of at least $250 with the Transfer Agent. In order to become a Plan Participant,
shareholders must complete and sign the enrollment form included in the Plan brochure and return it, and, if applicable, an initial cash deposit of at least $250 directly to the Transfer Agent if shares are registered in their name. Shareholders who
hold Fund shares in the name of a brokerage firm, bank or other nominee should contact such nominee to arrange for it to participate in the Plan on such shareholders behalf.
If the Plan Participant elects to participate in the Plan by enrolling current shares owned by the Plan Participant with the Transfer Agent, participation in the
dividend reinvestment feature of the Plan begins with the next dividend or capital gains distribution payable after the Transfer Agent receives the Plan Participants written authorization, provided such authorization is received by the
Transfer Agent prior to the record date for such dividend or distribution. If such authorization is received after such record date, the Plan Participants participation in the dividend reinvestment feature of the Plan begins with the following
dividend or distribution.
If the Plan Participant elects to participate in the Plan by making an initial cash deposit of at least $250 with the Transfer Agent,
participation in the dividend reinvestment feature of the Plan begins with the next dividend or capital gains distribution payable after the Transfer Agent receives the Plan Participants authorization and deposit, and after the Plan Agent
|
|
|
|
|
34 |
|
| |
|
The European Equity Fund, Inc. |
purchases shares for the Plan Participant on the New York Stock Exchange (or, if different, on the principal exchange for Fund shares) or otherwise on the open market, provided that the
authorization and deposit are received, and the purchases are made by the Plan Agent prior to the record date. If such authorization and deposit are received after the record date, or if the Plan Agent purchases shares for the Plan Participant after
the record date, the Plan Participants participation in the dividend reinvestment feature of the Plan begins with the following dividend or distribution.
A
shareholders written authorization and cash payment must be received by the Transfer Agent at least five business days in advance of the next cash purchase investment date (normally the 15th of every month) in order for the Plan Participant to
participate in the voluntary cash purchase feature of the Plan in that month.
Plan Participants may withdraw from the Plan without charge by written notice to the
Transfer Agent. Plan Participants who choose to withdraw may elect to receive stock certificates representing all of the full shares held by the Transfer Agent on their behalf, or to instruct the Transfer Agent to sell such full shares and
distribute the proceeds, net of brokerage commissions, to such withdrawing Plan Participant. Withdrawing Plan Participants will receive a cash adjustment for the market value of any fractional shares held on their behalf at the time of termination.
Withdrawal will be effective immediately with respect to distributions with a record date not less than 10 days later than receipt of such written notice by the Transfer Agent.
Amendment and Termination of Plan. The Plan may only be
amended or supplemented by the Fund or by the Transfer Agent by giving each Plan Participant written notice at least 90 days prior to the effective date of such amendment or supplement, except that such notice period may be shortened when necessary
or appropriate in order to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory body.
The
Plan may be terminated by the Fund or by the Transfer Agent by written notice mailed to each Plan Participant. Such termination will be effective with respect to all distributions with a record date at least 90 days after the mailing of such written
notice to the Plan Participants.
Federal Income Tax Implications of Reinvestment of Fund Shares. Reinvestment of Fund shares does not relieve Plan Participants from any income tax which may be payable on dividends or distributions. For U.S. federal income tax purposes, when the Fund issues shares
representing an income dividend or a capital gains dividend, a Participant will include in income the fair market value of the shares received as of the payment date, which will be ordinary dividend income or capital gains, as the case
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
35 |
|
may be. The shares will have a tax basis equal to such fair market value, and the holding period for the shares will begin on the day after the date of distribution. If shares are purchased on
the open market by the Plan Agent, a Plan Participant will include in income the amount of the cash payment made. The basis of such shares will be the purchase price of the shares, and the holding period for the shares will begin on the day
following the date of purchase. State, local and foreign taxes may also be applicable.
|
|
|
|
|
36 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Approval of Continuance of Investment Advisory Agreement |
|
(Unaudited) |
The Funds directors approved the continuance of the investment advisory agreement between the Fund and DWS International GmbH
(DWSI) (the agreement) at a meeting held on November 10, 2023. The Funds directors simultaneously approved the continuance of the administration agreement (the administration agreement) between the Fund
and DWS Investment Management Americas, Inc. (DIMA), an affiliate of DWSI.
In preparation for the meeting, the directors had requested, received and
evaluated extensive materials from DWSI and DIMA, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by Broadridge Financial Solutions, Inc.
(Broadridge). Prior to voting, the directors reviewed the proposed approval of the continuance of the agreement with management and experienced Fund counsel and received a memorandum from such counsel discussing the legal standards for
their consideration of the proposed approval of the continuance. The directors also discussed the proposed approval in private sessions with counsel at which no representatives of DWSI or DIMA were present. In reaching their determination relating
to approval of the agreement, the directors considered all factors they believed relevant, including the following:
1. |
information comparing the Funds performance to other investment companies with similar investment objectives and to
an index; |
2. |
the nature, extent and quality of investment advisory and other services rendered by DWSI; |
3. |
payments received by DWSI and its affiliates (including DIMA) from all sources in respect to the Fund;
|
4. |
the costs borne by, and profitability of, DWSI and DIMA in providing services to the Fund; |
5. |
comparative fee and expense data for the Fund and other investment companies with similar investment objectives;
|
6. |
the extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies
of scale for the benefit of investors; |
7. |
DWSIs policies and practices regarding allocation of the Funds portfolio transactions, including the fact
that DWSI does not benefit from soft dollar arrangements; |
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
37 |
|
8. |
the Funds portfolio turnover rates compared to those of other closed-end
investment companies investing in international equities; |
9. |
fall-out benefits which DWSI and its affiliates receive from their relationships
with the Fund; |
10. |
information concerning the programs established by DWSI with respect to compliance, risk management, cybersecurity,
disclosure and ethics; |
11. |
the professional experience and qualifications of the Funds portfolio management team and other senior personnel of
DWSI; |
12. |
information about various regulatory enforcement and litigation matters affecting DWS Group GmbH & Co. KGaA
(DWS Group), certain of its subsidiaries, including DIMA, and DWS Groups controlling shareholder Deutsche Bank AG (Deutsche Bank) and managements representations that none of such matters was expected to have any
adverse effect on the management or operations of the Fund or the quality of services provided by DWSI and DIMA to the Fund, or result in any material changes to the persons at DWSI and DIMA providing services to the Fund, and that, to the extent
such persons leave DWSI or DIMA, high quality replacements would be put in place as promptly as is reasonably practicable; |
13. |
DWSIs agreement, in response to a request from the directors, to implement a temporary partial fee waiver,
effective January 1, 2022, of 10 basis points for a one year period; and to extend such temporary partial fee waiver for a further one year period ending December 31, 2023, in each case with no diminution in the quality of services
provided to the Fund; and |
14. |
the terms of the agreement. |
The directors also considered their knowledge of the nature and quality of the services provided by DIMA and DWSI to the Fund gained from their experience as directors
of the New Germany Fund and the Central and Eastern Europe Fund and their confidence in DWSIs integrity and competence gained from that experience and DWSIs responsiveness to concerns raised by them in the past, including DWSIs
willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Fund.
In their
deliberations, the directors did not identify any particular information that was all-important or controlling, and each director attributed different weights to the various factors.
The directors determined that the overall arrangements between the Fund and DWSI, as provided in the agreement, were fair and reasonable
|
|
|
|
|
38 |
|
| |
|
The European Equity Fund, Inc. |
in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their reasonable judgment. The directors further determined
that they were satisfied that the services provided by DWSI to the Fund represented good value for the money payable to it by the Fund.
The material factors and
conclusions that formed the basis for the directors reaching their determination to approve the continuance of the agreement (including their determinations that DWSI should continue in its role as investment advisor for the Fund, and that the
fees payable to DWSI pursuant to the agreement are appropriate) were separately discussed by the directors.
Nature, Extent and Quality of Services Provided by DWSI.
The directors noted that, under the agreement, DWSI, in accordance with the Funds investment objectives, policies and limitations, makes all decisions with respect to suitable securities for investment by the Fund and transmits purchase and
sale orders and selects brokers and dealers to execute portfolio transactions on behalf of the Fund. DWSI pays all of the compensation of the Funds directors and officers who are interested persons of DWSI.
The directors considered the scope and quality of services provided by DWSI under the agreement and noted that the scope of services provided had expanded over time as a
result of regulatory and other developments. The directors also considered the commitment of DWSI to, and the programs established by it with respect to, compliance, risk management, cybersecurity, disclosure and ethics. The directors considered the
quality of the investment research capabilities of DWSI and the other resources it has dedicated to performing services for the Fund. The quality of the advisory services provided also were considered. The directors considered managements
representation that the various regulatory enforcement and litigation matters affecting DWS Group (including DIMA) and Deutsche Bank enumerated in No. 12 above were not expected to have any adverse effect on the management or operations of the
Fund or the quality of services provided by DWSI and DIMA to the Fund, or result in any material changes to the persons at DWSI and DIMA providing services to the Fund and that, to the extent such persons leave DWSI or DIMA, high quality
replacements would be put in place as promptly as is reasonably practicable. The directors agreed that they would continue to monitor the matters in No. 12 above, including the dedication of resources to the Fund going forward, and management
agreed to continue to provide information to facilitate such review. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the agreement.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
39 |
|
Costs of Services Provided and Profitability to DWSI. At the request of the directors, DWSI provided information concerning its revenues, expenses and net income and financial condition for 2022 as well as information about revenues and expenses and the
profitability of its relationship with the Fund in 2022. Similar information was provided for DIMA. The directors reviewed the assumptions and methods of allocation used by DWSI and DIMA in preparing Fund-specific profitability data. DWSI and DIMA
stated their belief that the methods of allocation used were reasonable, but noted that there are limitations inherent in allocating costs to multiple individual clients served by organizations such as DWSI and DIMA where each of the clients draws
on, and benefits from, the research and other resources of the DWS organization.
The directors recognized that it is difficult to make comparisons of
profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular advisor, the types of funds it manages, its business mix,
numerous assumptions regarding allocations and the advisors capital structure and cost of capital. In considering profitability information, the directors considered the effect of possible fall-out
benefits on DWSIs expenses, including the fact that there were no affiliated brokerage commissions.
The directors noted that at the beginning of 2018 DWSI had
discontinued its prior practice of allocating a portion of the Funds brokerage to receive research generated by, or paid for by, executing brokers. They also noted that DWSI has policies to prohibit consideration of the sale of shares of DWS
funds when selecting broker dealers to execute portfolio transactions for the Fund or other DWS funds.
The directors noted that the profitability information
indicated that the Fund was not profitable to DWSI in 2022 and that it was not profitable to DWSI and DIMA in the aggregate in 2022.
Investment Results. In addition to the information received by the directors for the meeting, the directors receive detailed performance
information for the Fund at each regular board meeting during the year and also receive monthly performance information. As the Fund is not aware of any closed-end fund with an objective similar to that of the
Fund, and the Funds market trading discount is beyond the control of DWSI, the directors generally focus on the Funds performance based on net asset value compared to its benchmark when assessing investment results. The directors also
reviewed information showing the Funds performance compared to that of other investment vehicles compiled by management based on information provided by Broadridge and Morningstar. The directors also reviewed information showing performance of
the Funds benchmark index, since July 1, 2014, the MSCI Europe Index.
|
|
|
|
|
40 |
|
| |
|
The European Equity Fund, Inc. |
The comparative information showed that the Fund outperformed its benchmark in the first ten months of 2023, underperformed
its benchmark in 2022 and in 2021, outperformed its benchmark in 2020 and 2019 and underperformed the benchmark in 2018. Taking into account these comparisons and the other factors considered, including the agreement of DSWI, in response to a
request from the directors, to implement a 10 basis point partial fee waiver for a one year period effective January 1, 2022 and to extend such partial waiver through December 31, 2023, in each case with no diminution in the quality of
services provided to the Fund, the directors concluded it was reasonable to continue the agreement.
Management
and Investment Advisory Fees and Other Expenses. The directors considered the investment advisory fee rates payable by the Fund to DWSI under the agreement. The directors recognized that it
is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds and noted that no closed-end fund has a similar investment
strategy as the Fund. The directors also considered information provided by DWSI concerning the fee rates charged to other investment companies having somewhat similar mandates as the Fund, the representation by DWSI that it does not manage any
other institutional accounts that are similar to the Fund and DWSIs review of the reasons that it does not consider institutional fee rates to be relevant to the consideration of appropriate fee rates payable by investment companies such as
the Fund. The directors noted that non-U.S. open-end funds advised by DWSI pay management fees that, while not entirely comparable to the fees payable by the Fund to
DWSI and DIMA, are substantially higher than the combined advisory and administration fee rate paid by the Fund. The directors also noted the temporary voluntary fee waivers implemented by DWSI as discussed above.
The Funds management expense comparison group consisted of six closed-end developed market or global funds (including the
Fund) and nine open-end European region funds (plus the Fund) selected by Broadridge. The directors reviewed information comparing the combined advisory and administrative fees payable under the agreement and
the administration agreement for this purpose, noting that DWSI and DIMA are affiliated companies. The directors noted that the combined actual advisory and administrative fee rate paid by the Fund in 2022 was 0.75% (net of the fee waiver referred
to above) and that the information prepared by Broadridge indicated that the combined fee rate was below the median contractual and actual fee rates of the closed-end fund comparison group, and below the
median contractual and actual fee rates, of the open-end fund comparison group. The directors also considered the Funds net expense ratio in comparison to the fees and expenses of 30 other
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
41 |
|
closed-end international equity funds compiled by management based on Morningstar data. The directors also noted that the Funds net expense ratio was
below the median and average and in the second quartile of the comparison group. The directors concluded that the Funds expense ratio was satisfactory.
Economies of Scale. The directors noted that the investment advisory fee schedule in the agreement contains breakpoints that reduce the fee rate
on assets above specified levels. The directors recognized that breakpoints may be an appropriate way for DWSI to share its economies of scale with some funds that have substantial assets or that may grow materially over the next year. However, they
also recognized that there is no direct relationship between the economies of scale realized by funds and those realized by DWSI as assets increase, largely because economies of scale are realized (if at all) by DWSI across a variety of products and
services, and not only in respect of a single fund. They also noted that the Funds assets have generally diminished over recent years. Having taken these factors into account, the directors concluded that the breakpoint arrangements in the
agreement were acceptable under the Funds circumstances.
|
|
|
|
|
42 |
|
| |
|
The European Equity Fund, Inc. |
Investment Objective, Investment Policies and Principal Risks
Investment Objective. The investment objective of The European Equity Fund, Inc. is to seek long-term capital appreciation through investment primarily in equity
or equity-linked securities of issuers domiciled in Europe.
Investment Policies. Under normal circumstances, at least 80% of the Funds net assets (plus
any assets funded with leverage) will be invested in equity or equity-linked securities of issuers domiciled in Europe. The term Europe, for this purpose, includes the following 49 countries: Albania, Andorra, Austria, Azerbaijan,
Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Georgia, Greece, Germany, Hungary, Ireland, Italy, Kazakhstan, Kosovo, Latvia, Liechtenstein, Lithuania, Luxembourg, North
Macedonia, Malta, Moldova, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, Russia, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, the United Kingdom and Vatican City. (The list of countries
in Europe includes the 27 countries that are members of the European Union, the United Kingdom and other countries in the continent of Europe and the following transcontinental countries that are geographically in both Asia and Europe:
Azerbaijan, Georgia, Kazakhstan, Russia and Turkey.) Any future country or countries (or other political entities) formed by combination or division of the countries comprising Europe shall also be deemed to be included within the term
Europe.
The Fund expects that ordinarily substantially all of its assets will be invested in securities of issuers domiciled in Europe.
An issuer is deemed to be domiciled in a country or region if (a) it is organized under the laws of that country, or a country within that region, or
maintains its principal place of business in that country or region, (b) it derives 50% or more of its annual revenues or profits from goods produced or sold, investments made or services performed in that country or region, or has 50% or more
of its assets in that country or region, in each case as determined in good faith by the Funds investment adviser; or (c) its equity securities are traded principally in that country or region.
Portfolio Structure. The Fund seeks to achieve its investment objective of long-term capital appreciation primarily by investing in equity or equity-linked
securities of companies in a spectrum of industries. Equity and equity-linked securities include common stock, convertible and non-convertible preferred stock, whether voting or
non-voting, convertible
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
43 |
|
bonds, bonds with warrants and unattached warrants. Equity-linked securities also include options, futures, and options on futures on equities or indices of equity securities. The Fund may seek
to earn additional income by lending its portfolio securities.
The Fund will not concentrate investments in any one industry, which means that the Fund will not
invest 25% or more of its total assets in the securities of issuers in any one industry. This is a fundamental policy, which may be changed only by approval of a majority vote of the Funds stockholders. For purposes of its concentration policy
the Fund generally classifies issuers of portfolio securities at the industry sub-group level.
In selecting industries and
companies for investment by the Fund, the Funds investment adviser generally considers factors such as overall growth prospects, competitive position in their product markets, management, technology, research and development, productivity,
labor costs, raw material costs and sources, profit margins, return on investment, capital resources and government regulation. Portfolio management may also consider environmental, social and governance (ESG) factors that it believes to be
financially material.
The Fund has no current intention of focusing its investments in any particular countries; however, there are no prescribed limits on
geographic asset distribution within countries in Europe and, from time to time, a significant portion of the Funds assets may be invested in companies domiciled in as few as three countries.
The Fund may not invest more than 15% of its total assets in the securities of any single issuer.
Although it intends to focus its investments in equity or equity-linked securities that are listed on a recognized securities exchange or otherwise publicly traded, the
Fund may also invest in securities that are not readily marketable.
The Fund may also invest in other investment companies, subject to applicable limitations under
the 1940 Act. In determining whether to invest assets of the Fund in other investment companies, the investment adviser will take into consideration, among other factors, the advisory fee and other expenses payable by such other investment
companies.
For temporary defensive purposes, the Fund also may invest in money market instruments denominated in U.S. dollars or in a European currency or composite
currency, including bank time deposits and certificates of deposit.
The Fund may invest any cash collateral received on the Funds lending of securities in
shares of an affiliated money market fund.
|
|
|
|
|
44 |
|
| |
|
The European Equity Fund, Inc. |
Principal Risks
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as well. Stock prices can be hurt by poor management on the part of the issuer of the stock, shrinking product demand and other business risks. These may
affect single companies as well as groups of companies. The market as a whole may not favor the types of investments the Fund makes, which could adversely affect a stocks price, regardless of how well the company performs, or the Funds
ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising and falling prices. Events, including actions taken by central banks and
governments to stimulate or stabilize economic growth, may at times result in unusually high market volatility which could negatively affect performance. High market volatility may also result from significant shifts in momentum of one or more
specific stocks due to increases or decreases in trading activity. Momentum can change quickly, and securities subject to shifts in momentum may be more volatile than the market as a whole and returns on such securities may drop precipitously. The
Fund focuses its investments in Europe, and accordingly the Funds performance may be affected by the general performance of that region.
Security selection
risk. The securities in the Funds portfolio may decline in value. Portfolio management could be incorrect in its analysis of industries, companies, economic trends, ESG factors, the relative attractiveness of different securities or other
matters.
Focus risk. To the extent that the Fund focuses its investments in particular industries, asset classes or sectors of the economy, any market price
movements, regulatory or technological changes, or economic conditions affecting companies in those industries, asset classes or sectors may have a significant impact on the Funds performance. The Fund may become more focused in particular
industries, asset classes or sectors of the economy as a result of changes in the valuation of the Funds investments or fluctuations in the Funds assets, and the Fund is not required to reduce such exposures under these circumstances.
Exchange rate fluctuations and foreign currency considerations. The value of currencies are influenced by a variety of factors, including: interest rates,
national debt levels and trade deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political, economic or financial events, monetary policies of governments, actual or potential
government intervention, global energy prices, political instability and government monetary policies and the buying or selling of currency by a countrys government. Since we will compute and distribute income in U.S. dollars, and the
computation of income will be made on the day we earn the income, any fluctuation in
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
45 |
|
the value of foreign currency relative to the U.S. dollar between the earning of the income and the time at which we convert the foreign currencies to U.S. dollars may have an adverse impact on
us. In addition, since we will invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency exchange rates will affect the value of our securities in our portfolio and the unrealized appreciation
or depreciation of our investments.
Foreign investment risk. Adverse political, economic or social developments, as well as US and foreign government actions
such as the imposition of tariffs, economic and trade sanctions or embargoes, could undermine the value of the Funds investments, prevent the Fund from realizing the full value of its investments or prevent the Fund from selling securities it
holds.
Financial reporting standards for companies based in foreign markets differ from those in the US. To the extent that the Fund invests in non-US dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities or the income or gain received on these securities.
Foreign governments may restrict investment by foreign parties, limit withdrawal of trading profit or currency from the country, restrict currency exchange or seize
foreign investments. The investments of the Fund may also be subject to foreign withholding or other taxes. Foreign brokerage commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign
assets may involve delays in payment, delivery or recovery of money or investments.
Foreign markets can have liquidity risks beyond those typical of US markets.
Because foreign exchanges generally are smaller and less liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions can sometimes materially affect the price and availability of
foreign securities. In certain situations, it may become virtually impossible to sell foreign investments in an orderly fashion at a price that approaches portfolio managements estimate of its value. For the same reason, it may at times be
difficult to value the Funds foreign investments.
European investment risk. European financial markets have experienced volatility in recent years and
have been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible default on or restructuring of government debt in several European countries. A default or debt restructuring by
any European country would adversely impact holders of that countrys debt and sellers of credit default swaps linked to that countrys creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces
major issues involving its membership, structure, procedures and policies.
|
|
|
|
|
46 |
|
| |
|
The European Equity Fund, Inc. |
European countries are also significantly affected by fiscal and monetary controls implemented pursuant to the European
Economic and Monetary Union (EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries. Investing in euro-denominated securities also risks exposure to a currency that may not
fully reflect the strengths and weaknesses of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which could lead to certain countries leaving the EMU, the implementation of
currency controls, or potentially the dissolution of the euro. The dissolution of the euro could have significant negative effects on European financial markets.
Regional focus risk. Focusing investments in a single geographic region, as the Fund does, involves increased currency, political, regulatory and other risks
compared to a broader investment strategy. Market swings in a targeted region are likely to have a greater effect on the Funds performance than they would in a more geographically diversified fund.
Emerging markets risk. A number of European countries in which the Fund invests are emerging markets. Foreign investment risks are greater in emerging markets
than in developed markets. Investments in emerging markets are often considered speculative.
Emerging market countries typically have economic and political systems
that are less mature and stable than those in developed markets. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation.
Applicable regulatory, accounting, auditing and financial reporting and recordkeeping standards may be less rigorous in emerging market countries and there may be
significant differences between financial statements prepared in accordance with accounting standards and practices in emerging market countries and those prepared in accordance with international accounting standards. In particular, the assets and
profits appearing on the financial statements of an emerging market issuer may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with US Generally
Accepted Accounting Principles. The quality of audits in emerging market countries may be unreliable.
Consequently, the Fund may not be provided the same degree of
protection or information as would generally apply in developed countries and the Fund may be exposed to significant losses.
There is also substantially less
publicly available information about emerging market issuers than there is about issuers in developed countries. Therefore, disclosure of certain material information may not be made, and less information may be available to the Fund and other
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
47 |
|
investors than would be the case if the Funds investments were restricted to securities of issuers in developed countries.
Market disruption risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events
or conditions in one country or region will adversely impact markets or issuers in other countries or regions. The value of the Funds investments may be negatively affected by adverse changes in overall economic or market conditions, such as
the level of economic activity and productivity, unemployment and labor force participation rates, inflation or deflation (and expectations for inflation or deflation), interest rates, demand and supply for particular products or resources,
including labor and debt levels and credit ratings, among other factors. Such adverse conditions may contribute to an overall economic contraction across entire economies or markets, which may negatively impact the profitability of issuers operating
in those economies or markets. In addition, geopolitical and globally interconnected occurrences, including war, terrorism, economic or financial crises, uncertainty or contagion, trade disputes, government debt crises (including defaults or
downgrades) or uncertainty about government debt payments, government shutdowns, public health crises, natural disasters, climate change and related events or conditions, have led, and in the future may lead, to disruptions in the U.S. and world
economies and markets, which may increase financial market volatility and have significant adverse direct or indirect effects on the Fund and its investments. Adverse market conditions or disruptions could cause the Fund to lose money and encounter
operational difficulties, and may adversely affect the trading price of the Funds common stock. Although multiple asset classes may be affected by adverse market conditions or a particular market disruption, the duration and effects may not be
the same for all types of assets.
Current military conflicts in various geographic regions, including those in Europe and the Middle East, can lead to, and have led
to, economic and market disruptions, which may not be limited to the geographic region in which the conflict is occurring. Such conflicts can also result, and have resulted in some cases, in sanctions being levied by the United States, the European
Union and/or other countries against countries or other actors involved in the conflict. In addition, such conflicts and related sanctions can adversely affect regional and global energy, commodities, financial and other markets and thus could
affect the value of the Funds investments. The extent and duration of any military conflict, related sanctions and resulting economic and market disruptions are impossible to predict, but could be substantial.
Other market disruption events include the ongoing COVID-19 pandemic, which at times has caused significant uncertainty, market
volatility,
|
|
|
|
|
48 |
|
| |
|
The European Equity Fund, Inc. |
decreased economic and other activity, increased government activity, including economic stimulus measures, and supply chain interruptions. While COVID-19
is no longer considered to be a public health emergency, the Fund and its investments may be adversely affected by its lingering effects well into the future.
Adverse market conditions or particular market disruptions, such as those caused by current military conflicts and the COVID-19
pandemic, may magnify the impact of each of the other risks described in this Principal Risks section and may increase volatility in one or more markets in which the Fund invests leading to the potential for greater losses for the Fund.
Net asset value discount risk. Shares of closed-end investment companies, such as the Fund, frequently trade at a
discount from net asset value, and the discount may be substantial. This is a risk separate and distinct from the risk that the Funds net asset value will decrease. The Fund cannot predict whether its common stock will trade at, above or below
net asset value. However, the Funds shares of common stock have generally traded at a discount, and the level of the discount has fluctuated significantly over time.
Liquidity risk. In certain situations, it may be difficult or impossible to sell an investment and/or the Fund may have to sell certain investments at a price or
time that is not advantageous in order to meet cash needs.
This risk can be ongoing for any security that does not trade actively or in large volumes, for any
security that trades primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as certain types of derivatives or restricted securities). In unusual market conditions, even normally
liquid securities may be affected by a degree of liquidity risk (i.e., if the number and capacity of traditional market participants is reduced). This may affect only certain securities or an overall securities market.
Interest expense risk. The Fund may, subject to limitations, borrow money for temporary or emergency purposes for the clearance of transactions. Borrowing money
will subject the Fund to interest expenses, and the Fund may incur other transaction costs.
Certain provisions of our Articles of Incorporation and
Bylaws. Certain provisions in the Funds articles of incorporation and bylaws could have the effect of delaying, deferring, preventing or otherwise limiting the ability of other entities or persons to acquire control of the Fund, to
cause the Fund to engage in certain transactions or to modify its structure.
Foreign custody. The Funds foreign securities and cash are generally held
in foreign banks and securities depositories by a global network of custodians. There may be limited or no regulatory oversight over their
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
49 |
|
operations. Additionally, the laws of certain countries may limit the Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes
bankrupt.
Derivatives risk. Derivatives involve risks different from, and possibly greater than, the risks associated with investing directly in securities
and other more traditional investments. Risks associated with derivatives may include the risk that the derivative is not well correlated with the underlying asset, index or currency to which it relates; the risk that derivatives may result in
losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation, which risk may be heightened in
derivative transactions entered into over-the-counter (i.e., not on an exchange or contract market); and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses.
There is no guarantee that
derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive
effect of favorable price movements.
Counterparty risk. A financial institution or other counterparty with whom the Fund does business, or that underwrites,
distributes or guarantees any investments or contracts that the Fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the Fund or could delay the return or
delivery of collateral or other assets to the Fund.
Securities lending risk. Securities lending involves the risk that the Fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. A delay in the recovery of loaned securities could interfere with the Funds ability to vote proxies or settle transactions. Delayed settlement may
limit the ability of the Fund to reinvest the proceeds of a sale of securities or prevent the Fund from selling securities at times and prices it considers desirable. The Fund could also lose money in the event of a decline in the value of the
collateral provided for the loaned securities, or a decline in the value of any investments made with cash collateral or even a loss of rights in the collateral should the borrower of the securities fail financially while holding the securities.
Operational and technology risk. Cyber-attacks, disruptions or failures that affect the Funds service providers or counterparties, issuers of
securities held by the Fund, or other market participants may adversely affect the Fund and its shareholders, including by causing losses for the
|
|
|
|
|
50 |
|
| |
|
The European Equity Fund, Inc. |
Fund or impairing its operations. For example, the Funds or its service providers assets or sensitive or confidential information may be misappropriated, data may be corrupted and
operations may be disrupted (e.g., cyber-attacks, operational failures or broader disruptions may cause the release of private shareholder information or confidential Fund information, interfere with the processing of shareholder transactions,
impact the ability to calculate the Funds net asset value and impede trading). Market events and disruptions also may trigger a volume of transactions that overloads current information technology and communication systems and processes,
impacting the ability to conduct the Funds operations.
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
51 |
|
Directors and Officers of the Fund
|
|
|
|
|
Directors |
|
|
|
|
Name, Age, Term
of Office and Length of Time Served* |
|
Principal Occupation(s) During the Past Five Years and Other Information |
|
Other Directorships Held by Director |
Walter C. Dostmann, 67(1) Class I Since 2015 |
|
Founder and Principal, Dostmann & Partners LLC (international business advisory firm) (since 2000); Director of 360 T Systems, Inc. (trading platform provider affiliated with Deutsche
Boerse Group) (since 2013); and Director and Chairman of CABEI Central American Fund plc (since 1998). Formerly, Managing Director and Head of International Corporate Finance Division at Deutsche Bank Securities, Inc. (19901999); and
Director and Chairman of North American Income Fund (19982020). |
|
Director, The Central and Eastern Europe Fund, Inc. (since 2015) and The New Germany Fund, Inc. (since
2015). |
Fiona Flannery, 56(1)
Class II Since 2022 |
|
Independent non-Executive Director, Kefron Group (Dec 2023 to present). Formerly: Chief Executive Officer of PFS Card Services Ireland Limited (October 2022 to December 2023); DEPFA Bank plc
Chief Executive Officer (December 2014 to June 2022); DEPFA Group Chief Risk Officer and Executive Director (April 2010 to December 2014); Executive Director DEPFA Pfandbrief Bank International SA Luxembourg (December 2011 to November 2019). |
|
Director, The Central and Eastern Europe Fund, Inc. (since 2022) and The New Germany Fund, Inc. (since 2022). |
Dr. Holger Hatje, 64(1)
Class II Since 2020 |
|
Chairman of bank99 AG (Austrian retail bank) Member of the Supervisory Board of the IDEALInsurance Group (since 2021); ABCBank/ ABC Finance (since 2023); and Bank II GmbH (since 2023).
Formerly Supervisory Director of Hertha BSC GmbH & Co. (German premier league football club) (20192023);Chief Executive Officer (20062018) and Executive Director (2005), Berliner Volksbank eG (German regional co-operative bank); and Executive Director (20042005), Oldenburgische Landesbank AG (German regional bank). He previously held various positions at Dresdner Bank AG (German global bank) (19872003), and
served as Supervisory Director of a number of German banking and charitable organizations. |
|
Director, The Central and Eastern Europe, Inc. (since 2020) and The New Germany Fund, Inc. (since 2020). |
|
|
|
|
|
52 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
|
|
Directors |
|
|
|
|
Name, Age, Term
of Office and Length of Time Served* |
|
Principal Occupation(s) During the Past Five Years and Other Information |
|
Other Directorships Held by Director |
Bernhard Koepp, 58(1) Class III Since 2022 |
|
CEO & Managing Member, Cyrus J. Lawrence LLC (SEC registered investment advisor) (since 2014). Formerly, Senior Managing Director, ISI Group Inc. (RIA/broker-dealer) (19992014);
Director, Asset Management Products Group, Deutsche Bank Securities (19931999); and Structured Finance Manager Deutsche Bank AG London (19891993). |
|
Director (since 2022) and Chairman (since 2024), The Central and Eastern Europe Fund, Inc. and The New Germany Fund, Inc. |
Dr. Wolfgang Leoni, 66(1)
Class III Since 2017 |
|
Independent Consultant; Dr. Leoni is the former Managing Director of HQ Asset Management GmbH (20182022); Chief Executive Officer of Sal. Oppenheim Jr. & CIE. Komplementär
AG, Cologne (Germany) (private bank) (20132017); and Chairman of Sal. Oppenheim Jr. & CIE. Luxembourg S.A. (20132017). He is the former Chief Investment Officer and member of the Management Board of Sal. Oppenheim Jr. & CIE.
Komplementär AG, Cologne (Germany) (private bank) (20092013). He is the former Managing Director/CIO of Oppenheim Kapitalanlagegesellschaft MBH, Cologne (Germany) (investment company) (20072009), Managing Director/CIO of Lupus Alpha
Alternative Solutions GMBH Frankfurt/M (investment company) (2006). He is the former Managing Director/CIO of DEKA Investment GMBH, Frankfurt/M (investment company) (20022006) and Managing Director/management board member
(19962002). |
|
Director, The Central and Eastern Europe Fund, Inc. (since 2017) and The New Germany Fund, Inc. (since 2017). |
Hepsen Uzcan, 49(1)(2)
Class I
Since 2020 |
|
Fund Administration (Head since 2017), Assistant Secretary, DWS Distributors, Inc. (since 2018); Director and Vice President, DWS Service Company (since 2018); Director and Vice President, DWS
Investment Management Americas, Inc. (since 2018); and Director and President, DB Investment Managers, Inc. (since 2018); Director, DWS USA Corporation (since 2023); Assistant Clerk, DWS Trust Company (since 2020); and Chief Executive Officer
and President, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since 2017). Ms. Uzcan also serves as Director of Episcopal Charities of New York (since 2018); and Director of ICI Mutual
Insurance Company (since 2020). |
|
Director, The Central and Eastern Europe Fund, Inc. (since 2020) and The New Germany Fund, Inc. (since 2020). |
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
53 |
|
|
|
|
|
|
Directors |
|
|
|
|
Name, Age, Term
of Office and Length of Time Served* |
|
Principal Occupation(s) During the Past Five Years and Other Information |
|
Other Directorships Held by Director |
Christian M. Zügel, 63(1)
Class II
Since 2019 |
|
Founder and Chief Investment Officer of ZAIS Group, LLC (alternative credit manager) (since 1997) and Chairman of ZAIS Group Holdings, Inc. He is also a director or officer of various wholly
owned affiliated companies and investment funds managed by ZAIS Group LLC or related companies. He also serves as Director of Green Dot Bioplastics (bioplastic material science company) (since 2022); and 1014 Inc. New York (charitable
organization)(since 2019). Formerly, Director and Chairman of ZAIS Financial Corp. (publicly traded commercial mortgage real estate investment trust) (20112016). |
|
Director, The Central and Eastern Europe Fund, Inc. (since 2019) and The New Germany Fund, Inc. (since 2019). |
* |
The address of each Director is c/o DWS Investment Management Americas, Inc., 875 Third Avenue, New York, NY 10022.
|
|
The term of office for Directors in Class I expires at the 2024 Annual Meeting, Class II expires at the 2025
Annual Meeting and Class III expires at the 2026 Annual Meeting. |
(1) |
Indicates that the Director also serves as a Director of The Central and Eastern Europe Fund, Inc. and The New Germany
Fund, Inc., two other closed-end registered investment companies for which DWS Investment Management Americas, Inc. acts as Administrator and DWS International GmbH acts as Investment Adviser.
|
(2) |
Indicates Interested Person, as defined in the Investment Company Act of 1940, as amended (the 1940
Act). Ms. Uzcan is an interested Director as a result of: her being an officer of the Fund and her ownership of securities of DWS Group, the indirect owner of the Investment Adviser of the Fund; and her ownership of shares of
the indirect majority owner of DWS Group. |
|
|
|
|
|
54 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Officers* |
Name, Age, Position
with the Fund and Length of Time Served |
|
Principal Occupation(s) During the Past Five Years |
Hepsen Uzcan, 49(1)
President and Chief Executive Officer, 2017present(2) |
|
Fund Administration (Head since 2017), DWS; Director and Vice President, DWS Service Company (since 2018); Director and Vice President, DWS Investment Management Americas, Inc. (since 2018);
and Director and President, DB Investment Managers, Inc. (since 2018); Director, DWS USA Corporation (since 2023); Assistant Clerk, DWS Trust Company (since 2020); and Chief Executive Officer and President, various DWS US registered
investment companies advised by DWS Investment Management Americas, Inc. (since 2017); formerly: Vice President, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (20162017); Secretary, DWS USA
Corporation (20182023); Assistant Secretary of DWS Investment Management Americas, Inc. (20182023); and Assistant Secretary of DWS Distributors, Inc. (20182023). |
Diane Kenneally, 57(3)
Treasurer and Chief Financial Officer, 2018present |
|
Fund Administration Treasurers Office (Co-Head since 2018), DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (since 2019);
and Chief Financial Officer and Treasurer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since 2018); formerly: Assistant Treasurer, various DWS US registered investment companies advised by DWS
Investment Management Americas, Inc. (20072018). |
John Millette, 61(3)
Secretary, 2011present(4) |
|
Legal (Associate General Counsel), DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (since 2009); and Director and Vice President, DWS Trust Company; Secretary, DBX ETF Trust
(since 2020); Vice President, DBX Advisors LLC (since 2021); formerly, Vice President and Secretary, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc.; and Assistant Secretary, DBX ETF Trust
(20192020). |
Sheila Cadogan, 57(3)
Assistant Treasurer, 2018present |
|
Fund Administration Treasurers Office (Co-Head since 2018), DWS; Director and Vice President, DWS Trust Company (since 2018); Assistant
Treasurer, DBX ETF Trust (since 2019); and Assistant Treasurer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. |
Alyssa Asbury, 28(1)
Assistant Secretary, 2020present |
|
Fund Administration (Specialist), DWS. |
Caroline Pearson, 61(3)
Chief Legal Officer, 2012present |
|
Legal (Senior Team Lead), DWS; Chief Legal Officer, DBX Advisors LLC (since 2020); Assistant Secretary, DBX ETF Trust (since 2020); and Chief Legal Officer, various DWS US registered
investment companies advised by DWS Investment Management Americas, Inc.; formerly: Secretary, Deutsche AM Distributors, Inc. (20022017); Secretary, Deutsche AM Service Company (20102017); and Chief Legal Officer, DBX Strategic Advisors
LLC (20202021). |
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
55 |
|
|
|
|
Officers* |
Name, Age, Position
with the Fund and Length of Time Served |
|
Principal Occupation(s) During the Past Five Years |
Scott D. Hogan, 53(3)
Chief Compliance Officer, 2016present |
|
Anti-Financial Crime & Compliance US (Senior Team Lead), DWS; and Chief Compliance Officer, various DWS US registered investment companies advised by DWS Investment Management
Americas, Inc. |
Christian Rijs, 43(1)
Anti-Money Laundering Compliance Officer, 2021present |
|
Anti-Financial Crime and Compliance, (Senior Team Lead), DWS; AML Officer, DWS Trust Company (since November 2, 2021); AML Officer, DBX ETF Trust (since October 21, 2021); AML
Officer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since October 6, 2021); formerly: DWS UK & Ireland Head of Anti-Financial Crime and MLRO. |
Each also serves as an Officer of The Central and Eastern Europe Fund, Inc. and The New Germany Fund, Inc., two other closed-end registered investment companies for which DWS Investment Management Americas, Inc. acts as Administrator.
* |
As a result of their respective positions held with the Administrator or its affiliates, these individuals are considered
interested persons of the Administrator within the meaning of the 1940 Act. Interested persons receive no compensation directly from the Fund. |
(1) |
Address: 875 Third Avenue, New York, New York 10022. |
(2) |
Served as Assistant Secretary from July 22, 2013 to May 7, 2020. |
(3) |
Address: 100 Summer Street, Boston, Massachusetts 02110. |
(4) |
Served as Assistant Secretary from July 14, 2006 to December 31, 2010 and as Secretary to the Fund from
January 30, 2006 to July 13, 2006. |
|
|
|
|
|
56 |
|
| |
|
The European Equity Fund, Inc. |
|
|
|
Automated Information Lines |
|
DWS Closed-End Fund Info Line
(800) 349-4281 |
Web Site |
|
dws.com
Obtain fact sheets, financial reports, press releases and webcasts when available. |
Written Correspondence |
|
DWS
Attn: Secretary of the DWS Funds 100 Summer Street
Boston, MA 02110 |
Legal Counsel |
|
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004 |
Dividend Reinvestment Plan Agent |
|
SS&C GIDS, Inc.
333 W. 11th Street Kansas City, MO 64105 |
Shareholder Service Agent and Transfer Agent |
|
DWS Service Company
P.O. Box 219066 Kansas City, MO 64121-9066
(800) 437-6269 |
Custodian |
|
Brown Brothers Harriman & Company
50 Post Office Square
Boston, MA 02110 |
Independent Registered Public Accounting Firm |
|
Ernst & Young LLP
200 Clarendon Street Boston, MA 02116 |
Proxy Voting |
|
A description of the Funds policies and procedures for voting proxies for portfolio securities and information about how the Fund voted proxies related to its portfolio securities during
the most recent 12-month period ended June 30 is available on our Web site dws.com/en-us/resources/proxy-voting or on the SECs Web site sec.gov. To obtain a written copy of the
Funds policies and procedures without charge, upon request, call us toll free at (800) 437-6269 |
Portfolio Holdings |
|
Following the Funds fiscal first and third quarter-end, a complete portfolio holdings listing is posted on dws.com and is available free of charge by contacting your financial
intermediary or, if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Funds Form N-PORT and will be available on the SECs Web site at sec.gov. Additional
portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Funds current prospectus for more information. |
|
|
|
|
|
|
|
The European Equity Fund, Inc. |
|
| |
|
|
57 |
|
|
|
|
Investment Management |
|
DWS International GmbH, which is part of DWS Group, is the investment advisor
for the Fund. DWS International GmbH provides a full range of investment advisory services to both institutional and retail clients. DWS International GmbH is a direct, wholly owned subsidiary of DWS Group.
DWS Group is a global organization that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office network that reaches the worlds major investment centers. This well-resourced global investment platform brings together a wide variety of experience and investment insight
across industries, regions, asset classes and investing styles. |
Open Market Purchases by the Fund |
|
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase at market prices from time to time shares of its common stock
in the open market. |
Voluntary Cash Purchase Program and Dividend Reinvestment Plan |
|
The Fund offers shareholders a Voluntary Cash Purchase Program and Dividend Reinvestment Plan
(Plan) which provides for optional cash purchases and for the automatic reinvestment of dividends and distributions payable by the Fund in additional Fund shares. Plan participants may invest as little as $100 in any month and may invest
up to $36,000 annually. The Plan allows current shareholders who are not already participants in the Plan and first time investors to enroll in the Plan by making an initial cash deposit of at least $250 with the plan agent. Share purchases are
combined to receive a beneficial brokerage fee. A brochure is available by writing or telephoning the transfer agent:
DWS Service Company P.O. Box 219066
Kansas City, MO 64105 Tel.: 1-800-437-6269 |
NYSE Symbol |
|
EEA |
Nasdaq Symbol |
|
XEEAX |
CUSIP Number |
|
298768102 |
|
|
|
|
|
58 |
|
| |
|
The European Equity Fund, Inc. |
There are three closed-end funds investing in European equities advised and
administered by wholly owned subsidiaries of the DWS Group:
|
|
The Central and Eastern Europe Fund, Inc. investing primarily in equity or equity-linked securities of issuers
domiciled in Central and Eastern Europe (with normally at least 80% in securities of issuers domiciled in countries in Central and Eastern Europe). |
|
|
|
The European Equity Fund, Inc. investing primarily in equity or equity-linked securities of issuers domiciled in
Europe (with normally at least 80% in securities of issuers domiciled in Europe). |
|
|
|
The New Germany Fund, Inc. investing primarily in equity or equity-linked securities of middle market German
companies with up to 20% in other Western European companies (with no more than 15% in any single country). |
|
Please consult your broker for advice on any of the above or call 1-800-437-6269 for shareholder reports.
EEA-2
(R-025796-13 2/24)
|
|
|
(b) Not applicable |
|
|
ITEM 2. |
CODE OF ETHICS |
|
|
|
As of the end of the period covered by
this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR that applies
to its Principal Executive Officer and Principal Financial Officer.
There have been no amendments to, or waivers
from, a provision of the code of ethics during the period covered by this report that would require disclosure
under Item 2.
A copy of the code of ethics is filed as
an exhibit to this Form N-CSR. |
|
|
ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT |
|
|
|
The Fund’s Board of Directors has
determined that the Fund has at least one “audit committee financial expert” serving on its
audit committee: Fiona Flannery. This audit committee member is “independent,” meaning that
she is not an “interested person” of the Fund (as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940) and she does not accept any consulting, advisory, or other compensatory
fee from the Fund (except in the capacity as a Board or committee member).
An “audit committee financial expert”
is not an “expert” for any purpose, including for purposes of Section 11 of the Securities
Act of 1933, as a result of being designated as an “audit committee financial expert.” Further,
the designation of a person as an “audit committee financial expert” does not mean that the
person has any greater duties, obligations, or liability than those imposed on the person without the
“audit committee financial expert” designation. Similarly, the designation of a person as
an “audit committee financial expert” does not affect the duties, obligations, or liability
of any other member of the audit committee or board of directors. |
|
|
ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|
|
The
European Equity Fund, Inc.
form
n-csr disclosure re: AUDIT FEES
The following
table shows the amount of fees that Ernst & Young LLP (“EY”), the Fund’s Independent
Registered Public Accounting Firm, billed to the Fund during the Fund’s last two fiscal years. The
Audit Committee approved in advance all audit services and non-audit services that EY provided to the
Fund.
Services
that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund
Fiscal Year
Ended
December 31, |
Audit Fees Billed to Fund |
Audit-Related
Fees Billed to Fund |
Tax Fees Billed to Fund |
All
Other Fees Billed to Fund |
2023 |
$42,722 |
$0 |
$5,969 |
$0 |
2022 |
$42,722 |
$0 |
$7,880 |
$0 |
The
above “Tax Fees” were billed for professional services rendered for tax preparation. “All
Other Fees Billed to the Fund” were billed in connection with foreign withholdings tax reclaim filings.
Services
that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated
Fund Service Providers
The following
table shows the amount of fees billed by EY to the Fund’s advisor, DWS International GmbH, or the
administrator, DWS Investment Management Americas, Inc. (“DIMA”), and any entity controlling,
controlled by or under common control with DWS International GmbH or DWS Investment Management Americas,
Inc. (“Control Affiliate”) that provides ongoing services to the Fund (collectively, the Advisor
Entities”), for engagements directly related to the Fund’s operations and financial reporting,
during the Fund’s last two fiscal years.
Fiscal Year
Ended
December 31, |
Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers |
Tax Fees Billed to Adviser and Affiliated Fund Service Providers |
All
Other Fees Billed to Adviser and Affiliated Fund Service Providers |
2023 |
$0 |
$424,143 |
$0 |
2022 |
$0 |
$148,212 |
$0 |
The above “Tax
Fees” were billed in connection with tax compliance services and agreed upon procedures.
Non-Audit
Services
The following
table shows the amount of fees that EY billed during the Fund’s last two fiscal years for non-audit
services. The Audit Committee pre-approved all non-audit services that EY provided to the Adviser and
any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial
reporting. The Audit Committee requested and received information from EY about any non-audit services
that EY rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service
Provider. The Committee considered this information in evaluating EY’s independence.
Fiscal Year
Ended
December 31, |
Total
Non-Audit Fees Billed to Fund
(A) |
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B) |
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C) |
Total of (A), (B)
and (C) |
2023 |
$5,969 |
$424,143 |
$0 |
$430,112 |
2022 |
$7,880 |
$148,212 |
$0 |
$156,092 |
Audit Committee Pre-Approval Policies
and Procedures. Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed
for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services
to be performed by a Fund’s Independent Registered Public Accounting Firm for the Advisor Entities
with respect to operations and financial reporting of the Fund. The Audit Committee may, in its discretion,
delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee.
The Board and the Audit Committee have authorized any member of the Audit Committee to pre-approve any
audit or non-audit services to be performed by the independent auditors, provided that any such approvals
are presented to the Audit Committee at its next scheduled meeting.
There were no amounts that were
approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.
According to each principal Independent
Registered Public Accounting Firm, substantially all the principal Independent Registered Public Accounting
Firm's hours spent on auditing the registrant's financial statements were attributed to work performed
by full-time permanent employees of the principal Independent Registered Public Accounting Firm.
***
In connection with the audit of
the 2022 and 2023 financial statements, the Fund entered into an engagement letter with EY. The terms
of the engagement letter required by EY, and agreed to by the Audit Committee, include a provision mandating
the use of mediation and arbitration to resolve any controversy or claim between the parties arising out
of or relating to the engagement letter or services provided thereunder.
***
Pursuant to PCAOB
Rule 3526, EY is required to describe in writing to the Fund’s Audit Committee, on at least an annual
basis, all relationships between EY, or any of its affiliates, and the DWS Funds, including the Fund,
or persons in financial reporting oversight roles at the DWS Funds that, as of the date of the communication,
may reasonably be thought to bear on EY’s independence. Pursuant to PCAOB Rule 3526, EY has reported
the matters set forth below that may reasonably be thought to bear on EY’s independence. With respect
to each reported matter, individually and in the aggregate, EY advised the Audit Committee that, after
careful consideration of the facts and circumstances and the applicable independence rules, it concluded
that the matters do not and will not impair EY’s ability to exercise objective and impartial judgement
in connection with the audits of the financial statements for the Fund and a reasonable investor with
knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of exercising
objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY also
confirmed to the Audit Committee that it can continue act as the Independent Registered Public Accounting
Firm for the Fund.
| · | EY advised the Fund’s Audit Committee
that various covered persons within EY’s affiliates held investments in, or had other financial
relationships with, entities within the DWS Funds “investment company complex” (as defined
in Regulation S-X) (the “DWS Funds Complex”). EY informed the Audit Committee that these investments
and financial relationships were inconsistent with Rule 2-01(c)(1) of Regulation S-X. EY reported that
all breaches have been resolved and that none of the breaches involved any investments in the Fund or
any professionals who were part of the audit engagement team for the Fund. In addition, EY noted that
the independence breaches did not (i) create a mutual or conflicting interest with the Fund, (ii) place
EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of
the Fund, or (iv) place EY in a position of being an advocate of the Fund. |
|
|
ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS |
|
|
|
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The registrant's audit committee consists of Fiona Flannery (Chair), Walter C. Dostmann and Dr. Holger Hatje. |
|
|
ITEM 6. |
INVESTMENTS |
|
|
|
Not applicable |
|
|
ITEM 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
|
|
Scope
DWS investment advisers (“DWS”)1
registered with the Securities and Exchange Commission have adopted and implemented the following Proxy
Voting Policy and Guidelines – DWS Americas (“Policy and Guidelines”). The Policy and
Guidelines are reasonably designed to ensure that proxies are voted in the best economic interest of DWS’s
advisory clients2 with voting rights (i.e., equity securities) and in accordance with its fiduciary
duties and local regulation. The Policy and Guidelines apply to DWS when on behalf of client accounts,
it has taken on the responsibility to vote, or provide recommendations relating to proxies.
The guidelines attached as Attachment
A represent a set of recommendations (the “Guidelines”) that were determined by the DWS Proxy
Voting Sub-Committee (“the PVSC”). These Guidelines were developed and approved by the PVSC
to provide DWS with a comprehensive list of recommendations that represent how DWS will generally vote
proxies for its clients. The Guidelines are closely aligned with, although not identical to, those of
its proxy voting agent, Institutional Shareholder Services (“ISS”). As a fiduciary, DWS owes
its clients a duty of loyalty and duty of care. As a result, DWS has a fiduciary obligation to vote proxies
in the best economic interest of clients taking into consideration reasonable costs without considering
any relationship that it or its parent or affiliates may have with an issuer. In addition, the organizational
structures and documents of the various DWS legal entities allow, where necessary or appropriate, the
execution by individual DWS subsidiaries of the proxy voting rights independently of any parent or affiliated
company.
Capitalised terms have the meaning
ascribed to them in the Glossary.
DWS’S Proxy Voting
Responsibilities
Proxy votes are the property
of DWS’s advisory clients. As such, DWS’s authority and responsibility to vote such proxies
depend upon its contractual relationships with its clients or other delegated authority. DWS has delegated
responsibility for effecting its advisory clients’ proxy votes to, ISS, an independent third-party
proxy voting specialist. ISS analyses and votes DWS’s advisory clients’ proxies in accordance
with the Guidelines or DWS’s specific instructions. Where a client has given specific instructions
as to how a proxy should be voted, DWS will notify ISS to carry out those instructions. Where no specific
instruction exists, DWS will follow the procedures in voting the proxies set forth in this document. Certain
Taft-Hartley clients may direct DWS to have ISS vote their proxies in accordance with Taft-Hartley Voting
Guidelines.
Clients may in certain instances
contract with their custodial agent and notify DWS that they wish to engage in securities lending transactions.
In such cases, it is the responsibility of the custodian to deduct the number of shares that are on loan
so that they do not get voted twice. DWS generally does not recall shares during a particular proxy vote
unless it determines that the economic benefit of recalling the shares to vote on behalf of the client
outweighs the revenue lost as a result of the recall. The handling of such recall requests is beyond DWS’s
control and may not be satisfied in time for DWS to vote the shares in question. DWS will also maintain
a list of securities for certain clients that it does not intend to lend through a securities lending
program during a given proxy voting season based on such factors as the overall ownership level to impact
a vote, expected proxy votes on various matters or potential revenue associated with the security being
out on loan over the period. When shares remain on loan through a securities lending program, the portfolio
management teams will not be able to participate in the votes.
1 These include DWS
Investment Management Americas, Inc. (“DIMA”), DBX Advisors LLC (“DBX”) and RREEF
Americas L.L.C. (“RREEF”) as well as DWS registered investment advisers based outside of the
U.S. who provide services to U.S. accounts based on delegation from DIMA, DBX or RREEF.
2 For purposes of this
document, “clients” refers to persons or entities: (i) for which DWS serves as investment
adviser or sub-adviser; (ii) for which DWS votes proxies; and (iii) that have an economic or beneficial
ownership interest in the portfolio securities of issuers soliciting such proxies.
POLICIES
Proxy Voting Activities
are Conducted in the Best Economic Interest of Clients
DWS has adopted the following
Policies and Guidelines to ensure that proxies are voted in accordance with the best economic interest
of its clients, as determined by DWS in good faith after appropriate review. DWS believes that this responsibility
includes consideration of the economic effect on companies of certain relevant environmental, social and
governance (“ESG”) factors.
DWS Investment Platform
Portfolio managers or research
analysts in the DWS Investment Platform with appropriate standing (“Portfolio Management”)3
review recommendations for the U.S. accounts they manage from ISS on how to vote proxies based on
its application of the Guidelines. Portfolio Management and members of the PVSC may request that the PVSC
consider voting a particular proxy contrary to the Guidelines or recommendations from ISS based on its
application of the Guidelines, if they believe that it may not be in the best economic interests of clients
to vote the proxy in accordance with the Guidelines or ISS recommendations.
The Proxy Voting Sub-Committee
The PVSC is an internal working
group established by the applicable DWS’s Investment Risk Oversight Committee pursuant to written
Terms of Reference. The PVSC is responsible for overseeing DWS’s proxy voting activities, including:
| ■ | Adopting, monitoring and updating the Guidelines that provide how DWS will generally vote proxies
pertaining to a comprehensive list of common proxy voting matters; |
| ■ | Making decisions on how to vote proxies where: (i) the issues are not covered by specific client instruction
or the Guidelines; or (ii) where an exception to the Guidelines may be in the best economic interest of
DWS’s clients; |
| ■ | Review recommendations raised by Portfolio Management, the PVSC and others to vote a particular proxy
contrary to the Guidelines or recommendations from ISS based on its application of the Guidelines; and |
| ■ | Monitoring DWS’s Proxy Vendor Oversight Group (“Proxy Vendor Oversight”) proxy voting
activities (see below). |
DWS’s Proxy Vendor Oversight,
a function of DWS’s Operations Group, is responsible for coordinating with ISS to administer DWS’s
proxy voting process and for voting proxies in accordance with any specific client instructions or, if
there are none, the Guidelines, and overseeing ISS’ proxy responsibilities in this regard.
3 Portfolio Management
also includes portfolio managers from DWS registered investment advisers based outside the U.S. who provided
services to the U.S. accounts based on a delegation from DIMA, DBX or RREEF.
Availability of Proxy Voting
Policies and Proxy Voting Record
Copies of this Policy and Guidelines,
as it may be updated from time to time are made available to clients as required by law and otherwise
at DWS’s discretion. Clients may also obtain information on how their proxies were voted by DWS
as required by law and otherwise at DWS’s discretion. Note, however, that DWS must not selectively
disclose its investment company clients’ proxy voting records. Proxy Vendor Oversight will make
proxy voting reports available to advisory clients upon request. The investment companies’ proxy
voting records will be disclosed to shareholders by means of publicly available annual filings of each
company’s proxy voting record for the 12-month periods ending June 30, if so required by relevant
law.
Procedures
The key aspects of DWS’s
proxy voting process are delineated below.
The DWS Proxy Voting Guidelines
The Guidelines set forth the
PVSC’s standard voting positions on a comprehensive list of common proxy voting matters. The PVSC
has developed and continues to update the Guidelines based on consideration of current corporate governance
principles, industry standards, client feedback, and the impact of the matter on issuers and the value
of the investments.
The PVSC will review the Guidelines
as necessary to support the best economic interests of DWS’s clients and, in any event, at least
annually. The PVSC will make changes to the Guidelines, whether as a result of the annual review or otherwise,
taking solely into account the best economic interests of clients. Before changing the Guidelines, the
PVSC will thoroughly review and evaluate the proposed change and the reasons therefore, and the PVSC Chairperson(s)
will ask PVSC members whether anyone outside or within the DWS organization (including Deutsche Bank and
its affiliates) or any entity that identifies itself as an DWS advisory client has requested or attempted
to influence the proposed change and whether any member has a conflict of interest with respect to the
proposed change. If any such matter is reported to the PVSC Chairperson(s), the Chairperson(s) will promptly
notify the Conflicts of Interest Management Sub-Committee and will defer the approval, if possible. Lastly,
the PVSC will fully document its rationale for approving any change to the Guidelines.
The Guidelines may reflect a
voting position that differs from the actual practices of the public company(ies) within the Deutsche
Bank organization or of the investment companies for which DWS or an affiliate serves as investment adviser
or sponsor. Investment companies, particularly closed-end investment companies, are different from traditional
operating companies. These differences may call for differences in the actual practices of the investment
company and the voting positions of the investment company on the same or similar matters. Further, the
manner in which DWS votes proxies on behalf investment company proxies may differ from the voting recommendations
made by a DWS-advised or sponsored investment company soliciting proxies from its shareholders.
Proxy Voting Recommendations
and Decisions Made on a Case-by-Case Basis
Proxy Vendor Oversight will refer
to Portfolio Management and members of the PVSC for review and recommendations on how to vote proxies
prepared by ISS based upon the Guidelines. The proxies shall be voted on a case-by-case basis based on
ISS’s application of the Guidelines. Portfolio Management and members of PVSC may request that the
PVSC consider voting a particular proxy contrary to the Guidelines, if they believe that it may not be
in the best economic interest of clients to vote the proxy in accordance with the Guidelines.
Specific Proxy Voting Decisions
Made by the PVSC
Proxy Vendor Oversight will refer
to the PVSC only proxy proposals: (i) that are not covered by specific client instructions or the Guidelines;
or (ii) that, in accordance with this Policy and Guidelines, have been appealed. The Proxy Vendor Oversight
team will present to Portfolio Management and members of the PVSC all proposals voted on a case-by-case
basis in accordance with the Guidelines which will include recommendations from ISS based on ISS’s
application of the Guidelines and, in certain instances as outlined in the Guidelines, its Socially Responsible
Investment “SRI” Policy on social and sustainability issues, or the Coalition for Environmentally
Responsible Economies (“CERES”) recommendation on environmental and social matters contained
in the CERES Roadmap 2030. Portfolio Management may appeal a recommendation when they believe that it
may not be in the best economic interest of the client to vote in accordance with the recommendation,
and such appeal will be referred by the Proxy Vendor Oversight team to the PVSC for consideration.
The DWS Corporate Governance
Center (“CGC”) provides support to the PVSC and does not influence or make any voting determinations.
The CGC will research recommendations from ISS based on the SRI Policy or CERES Roadmap 2030 to assess
whether such recommendations are in the best economic interests of clients and will inform the PVSC Chairperson(s)
of any such ISS recommendations that the CGC believes may not be in the best economic interests of clients.
The CGC will periodically provide a report to the PVSC that includes details of its analysis with respect
to the ISS recommendations based on the SRI Policy or CERES Roadmap and how DWS voted on each proxy. The
CGC may also, at the PVSC’s request, provide research and analysis related to other proxy issuers.
Additionally, if Proxy Vendor
Oversight, the PVSC Chairperson(s), any member of the PVSC or Portfolio Management believes that voting
a particular proxy in accordance with the Guidelines may not be in the best economic interests of clients,
that individual may bring the matter to the attention of the PVSC Chairperson(s) and/or Proxy Vendor Oversight.
If Proxy Vendor Oversight refers
a proxy proposal to the PVSC (or Action Group) or the PVSC determines that voting a particular proxy in
accordance with the Guidelines is not in the best economic interests of clients, the PVSC (or Action Group)
will evaluate and instruct the Proxy Vendor Oversight team to vote the proxy in accordance with its fiduciary
duty and subject to the procedures below regarding conflicts. Proxy Vendor Oversight shall periodically
report to the PVSC the details of any instructions received from any Action Group.
The PVSC endeavours to determine
how to vote particular proxies prior to the voting deadline.
Proxies that Cannot Be Voted
or Instances When DWS Abstains from Voting
In some cases, the PVSC may determine
that it is in the best economic interests of its clients not to vote certain proxies, or that it may not
be feasible to vote certain proxies. If the conditions below are met with regard to a proxy proposal,
DWS will not vote on the issue:
| ■ | Neither the Guidelines nor specific client instructions cover an issue; |
| ■ | ISS does not make a recommendation on the issue; and |
| ■ | There is not sufficient time prior to the voting deadline to make a determination as to what voting
decision would be in the client’s best interest. |
In addition, it is DWS’s
policy not to vote proxies of issuers subject to laws of those jurisdictions that impose restrictions
upon selling shares after proxies are voted, in order to preserve liquidity. In other cases, it may not
be possible to vote certain proxies, despite good faith efforts to do so. For example, some jurisdictions
do not provide adequate notice to shareholders so that proxies may be voted on a timely basis. Voting
rights on securities that have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned securities. Lastly, the
PVSC may determine that the costs to the client(s) associated with voting a particular proxy or group
of proxies outweighs the economic benefits expected from voting the proxy or group of proxies.
There may be instances when DWS
holds a position in a private company requiring a voting decision. While ISS does not provide research
and is unable to provide a voting recommendation based on the Guidelines and as a result, DWS will refer
all private company proxies to portfolio management for a review based on information that is available
to them. Portfolio management will submit any recommendations to the PVSC for consideration. DWS may vote
to “Abstain” if portfolio management determines this is the appropriate action to take based
on the available information.
Proxy Vendor Oversight will coordinate
with the PVSC Chairperson(s) regarding any specific proxies and any categories of proxies that will not
or cannot be voted. The reasons for not voting any proxy shall be documented.
Conflict of Interest Procedures
Procedures to Address Conflicts
of Interest and Improper Influence
Overriding Principle.
In the limited circumstances where the PVSC votes proxies,4 the PVSC will vote those proxies
in accordance with what it, in good faith, determines to be the best economic interest of DWS’s
clients.5
Independence of the PVSC.
As a matter of Compliance policy, the PVSC and Proxy Vendor Oversight are structured to be independent
from other parts of Deutsche Bank. Members of the PVSC and the employee responsible for Proxy Vendor Oversight
are employees of DWS. As such, they may not be subject to the supervision or control of any employees
of Deutsche Bank Corporate and Investment Banking division (“CIB”). Their compensation cannot
be based upon their contribution to any business activity outside of DWS without prior approval of Legal
and Compliance. They can have no contact with employees of Deutsche Bank outside of DWS regarding specific
clients, business matters, or initiatives without the prior approval of Legal and Compliance. They furthermore
may not discuss proxy votes with any person outside of DWS (and within DWS only on a need-to-know basis).
Conflict Review Procedures.
The “Conflicts of Interest Management Sub-Committee” within DWS monitors for potential material
conflicts of interest in connection with proxy proposals that are to be evaluated by the PVSC. The Conflicts
of Interest Management Sub-Committee members include DWS Compliance, the chief compliance officers of
the advisors and the DWS Funds. Promptly upon a determination that a proxy vote shall be presented to
the PVSC, the PVSC Chairperson(s) shall notify the Conflicts of Interest Management Sub-Committee. The
Conflicts of Interest Management Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if DWS or any person participating in
the proxy voting process has, or has the appearance of, a material conflict of interest. For the purposes
of this policy, a conflict of interest shall be considered “material” to the extent that a
reasonable person could expect the conflict to influence, or appear to influence, the PVSC’s decision
on the particular vote at issue. PVSC should provide the Conflicts of Interest Management Sub-Committee
a reasonable amount of time (no less than 24 hours for the Americas/Europe and 48 hours for APAC) to perform
all necessary and appropriate reviews. To the extent that a conflicts review cannot be sufficiently completed
by the Conflicts of Interest Management Sub-Committee the proxies will be voted in accordance with the
standard Guidelines.
The information considered by
the Conflicts of Interest Management Sub-Committee may include without limitation information regarding:
(i) DWS client relationships; (ii) any relevant personal conflict known by the Conflicts of Interest Management
Sub-Committee or brought to the attention of that sub-committee; and (iii) any communications with members
of the PVSC (or anyone participating or providing information to the PVSC) and any person outside or within
the DWS organization (including Deutsche Bank and its affiliates) or any entity that identifies itself
as an DWS advisory client regarding the vote at issue. In the context of any determination, the Conflicts
of Interest Management Sub-Committee may consult with and shall be entitled to rely upon all applicable
outside experts, including legal counsel.
Upon completion of the investigation,
the Conflicts of Interest Management Sub-Committee will document its findings and conclusions. If the
Conflicts of Interest Management Sub-Committee determines that: (i) DWS has a material conflict of interest
that would prevent it from deciding how to vote the proxies concerned without further client consent;
or (ii) certain individuals should be recused from participating in the proxy vote at issue, the Conflicts
of Interest Management Sub-Committee will so inform the PVSC Chairperson(s).
If notified that DWS has a material
conflict of interest as described above, the PVSC chairperson(s) will obtain instructions as to how the
proxies should be voted either from: (i) if time permits, the affected clients; or (ii) in accordance
with the standard Guidelines. If notified that certain individuals should be recused from the proxy vote
at issue, the PVSC Chairperson(s) shall do so in accordance with the procedures set forth below.
4 As mentioned above,
the PVSC votes proxies where: (i) neither a specific client instruction nor a Guideline directs how the
proxy should be voted; or (ii) where voting in accordance with the Guidelines may not be in the best economic
interests of clients. Further, the PVSC will review recommendations for proxies if Portfolio Management
or a member of the PVSC recommends voting contrary to the ISS recommendation if they believe that it may
not be in the best economic interest of the client to vote in accordance with the Guidelines or ISS recommendation
based on its application of the Guidelines.
5 Proxy Vendor Oversight,
who serves as the non-voting secretary of the PVSC, may receive routine calls from proxy solicitors and
other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure
or influence shall be reported to the Conflicts of Interest Management Sub-Committee.
Note: Any DWS employee who becomes
aware of a potential, material conflict of interest in respect of any proxy vote to be made on behalf
of clients shall notify Compliance or the Conflicts of Interest Management Sub-Committee. Compliance shall
call a meeting of the Conflicts of Interest Management Sub-Committee to evaluate such conflict and determine
a recommended course of action.
Procedures to be followed
by the PVSC. At the beginning of any discussion regarding how to vote any proxy, the PVSC Chairperson(s)
(or his or her delegate) will inquire as to whether any PVSC member (whether voting or ex officio) or
any person participating in the proxy voting process has a personal conflict of interest or has knowledge
of an actual or apparent conflict that has not been reported to the Conflicts of Interest Management Sub-Committee.
The PVSC Chairperson(s) also
will inquire of these same parties whether they have actual knowledge regarding whether any Director,
officer, or employee outside or within the DWS organization (including Deutsche Bank and its affiliates)
or any entity that identifies itself as an DWS advisory client, has: (i) requested that DWS, Proxy Vendor
Oversight (or any member thereof), or a PVSC member vote a particular proxy in a certain manner; (ii)
attempted to influence DWS, Proxy Vendor Oversight (or any member thereof), a PVSC member or any other
person in connection with proxy voting activities; or (iii) otherwise communicated with a PVSC member,
or any other person participating or providing information to the PVSC regarding the particular proxy
vote at issue and which incident has not yet been reported to the Conflicts of Interest Management Sub-Committee.
If any such incidents are reported
to the PVSC Chairperson(s), the Chairperson(s) will promptly notify the Conflicts of Interest Management
Sub-Committee and, if possible, will delay the vote until the Conflicts of Interest Management Sub-Committee
can complete the conflicts report. If a delay is not possible, the Conflicts of Interest Management Sub-Committee
will instruct the PVSC (i) whether anyone should be recused from the proxy voting process or (ii) whether
DWS should vote the proxy in accordance with the standard guidelines, seek instructions as to how to vote
the proxy at issue from ISS or, if time permits, the affected clients. These inquiries and discussions
will be properly reflected in the PVSC’s minutes.
Duty to Report. Any DWS
employee, including any PVSC member (whether voting or ex officio), that is aware of any actual or apparent
conflict of interest relevant to, or any attempt by any person outside or within the DWS organization
(including Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client
to influence how DWS votes its proxies has a duty to disclose the existence of the situation to the PVSC
Chairperson(s) (or his or her designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a specific vote, such disclosure
should be made before engaging in any activities or participating in any discussion pertaining to that
vote.
Recusal of Members. The
PVSC will recuse from participating in a specific proxy vote any PVSC members (whether voting or ex officio)
and/or any other person who: (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual knowledge of a circumstance
or fact that could affect their independent judgment, in respect of such vote. The PVSC will also exclude
from consideration the views of any person (whether requested or volunteered) if the PVSC or any member
thereof knows, or if the Conflicts of Interest Management Sub-Committee has determined, that such other
person has a material conflict of interest with respect to the particular proxy or has attempted to influence
the vote in any manner prohibited by these policies.
If, after excluding all relevant
PVSC voting members pursuant to the paragraph above, there are three or more PVSC voting members remaining,
those remaining PVSC members will determine how to vote the proxy in accordance with these Policies and
Guidelines. If there are fewer than three PVSC voting members remaining, the PVSC Chairperson(s) will
vote the proxy in accordance with the standard Guidelines or will obtain instructions as to how to have
the proxy voted from, if time permits, the affected clients and otherwise from ISS.
Affiliated Investment Companies,
Rule 12d1-4 and Affiliated Public Companies
Investment Companies.
For investment companies for which DWS or an affiliate serves as investment adviser or principal underwriter,
such proxies are voted in the same proportion as the vote of all other shareholders (i.e., “mirror”
or “echo” voting). In addition, if a registered investment company (including an exchange
traded fund (“ETF”) advised by DWS or an affiliate together with DWS advisory clients, in
aggregate, (i) hold more than 25% of the outstanding voting securities of an investment company that is
not a registered closed-end fund or business development company, or (ii) hold more than 10% of the outstanding
voting securities of an investment company that is a registered closed-end fund or business development
company, then DWS will vote its holdings in such registered investment company’s securities in the
same proportion as the vote of all other holders of such securities (i.e., “mirror” or “echo”
voting) as required by Rule 12d1-4 of the Investment Company Act of 1940 (the “1940 Act”).
Master Fund proxies solicited from feeder Funds are voted in accordance with applicable provisions of
Section 12 of 1940 Act.
Affiliated Public Companies.
For proxies solicited by non-investment company issuers of or within the DWS or Deutsche Bank organization
(e.g., shares of DWS or Deutsche Bank), these proxies will be voted in the same proportion as the vote
of other shareholders (i.e., “mirror” or “echo” voting). In markets where mirror
voting is not permitted, DWS will “Abstain” from voting such shares.
Note: With respect to affiliated
registered investment companies that invest in the DWS Central Cash Management Government Fund (registered
under the Investment Company Act), the affiliated registered investment companies are not required to
engage in echo voting with respect to proxies of the DWS Central Cash Management Government Fund and the
investment adviser will use these Guidelines and may determine, with respect to proxies of the DWS Central
Cash Management Government Fund, to vote contrary to the positions in the Guidelines, consistent with
the Fund’s best interest.
Other Procedures that Limit
Conflicts of Interest
DWS and other entities in the
Deutsche Bank organization have adopted a number of policies, procedures, and internal controls that are
designed to avoid various conflicts of interest, including those that may arise in connection with proxy
voting, including but not limited to:
| ■ | Code of Conduct– DB Group; |
| ■ | Conflicts of Interest Policy – DWS Group; |
| ■ | Code of Ethics – DWS Group; |
The PVSC expects that these policies,
procedures, and internal controls will greatly reduce the chance that the PVSC (or its members) would
be involved in, aware of, or influenced by an actual or apparent conflict of interest.
RECORDKEEPING
At a minimum, the following records
must be properly maintained and readily accessible in order to evidence compliance with this Policy.
| ■ | DWS will maintain a record of each proxy vote cast by DWS that includes among other things, company
name, meeting date, proposals presented, vote cast, and shares voted. |
| ■ | Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the
records include, but are not limited to: |
The
proxy statement (and any additional solicitation materials) and relevant portions of annual statements;
Any
additional information considered in the voting process that may be obtained from an issuing company,
its agents, or proxy research firms;
Analyst
worksheets created for stock option plan and share increase analyses; and
Proxy
Edge print-screen of actual vote election.
| ■ | DWS will: (i) retain this Policy and the Guidelines; (ii) maintain records of requests from Portfolio
Management and members of the PVSC to appeal a recommendation on how to vote a proxy; (iii) maintain minutes
of the meeting of the PVSC; (iv) maintain records of client requests for proxy voting information; and
(v) retain any documents Proxy Vendor Oversight or the PVSC prepared that were material to making a voting
decision or that memorialized the basis for a proxy voting decision. |
| ■ | The PVSC also will create and maintain appropriate records documenting its compliance with this Policy,
including records of its deliberations and decisions regarding conflicts of interest and their resolution. |
| ■ | With respect to DWS’s investment company clients, ISS will create and maintain records of each
company’s proxy voting record for the 12-month periods ending June 30. DWS will compile the following
information for each matter relating to a portfolio security considered at any shareholder meeting held
during the period covered by the report (and with respect to which the company was entitled to vote): |
The
name of the issuer of the portfolio security;
The
exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable
means);
The
Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio
security (if the number is available through reasonably practicable means);
The
shareholder meeting date;
A
brief identification of the matter voted on;
Whether
the matter was proposed by the issuer or by a security holder;
Whether
the company cast its vote on the matter;
How
the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election
of Directors); and
Whether
the company cast its vote for or against Management.
Note: This list is intended to
provide guidance only in terms of the records that must be maintained in accordance with this policy.
In addition, please note that records must be maintained in accordance with the Records Management Policy
– Deutsche Bank Group and applicable policies and procedures thereunder.
With respect to electronically
stored records, “properly maintained” is defined as complete, authentic (unalterable), usable
and backed-up. At a minimum, records should be retained for a period of not less than six years (or longer,
if necessary to comply with applicable regulatory requirements), the first three years in an appropriate
DWS office.
OVERSIGHT RESPONSIBILITIES
Proxy Vendor Oversight will review
a reasonable sampling of votes based on its procedures on a regular basis to ensure that ISS has cast
the votes in a manner consistent with the Guidelines. Proxy Vendor Oversight will provide the PVSC with
a quarterly report of its review and identify any issues encountered during the period. Proxy Vendor Oversight
will also perform a post season review once a year on certain proposals to assess whether ISS voted consistent
with the Guidelines.
In addition, the PVSC will, in
cooperation with Proxy Vendor Oversight and DWS Compliance, consider, on at least an annual basis, whether
ISS has the capacity and competence to adequately analyze the matters for which it is responsible. This
includes whether ISS has effective polices, and methodologies and a review of ISS’s policies and
procedures with respect to conflicts.
The PVSC also monitors the proxy
voting process by reviewing summary proxy information presented by ISS to determine, among other things,
whether any changes should be made to the Guidelines. This review will take place at least quarterly and
is documented in the PVSC’s meeting minutes.
ANNUAL REVIEW
The PVSC, in cooperation with
Proxy Vendor Oversight and DWS Compliance, will review and document, no less frequently than annually,
the adequacy of the Guidelines, including whether the Guidelines continue to be reasonably designed to
ensure that DWS votes in the best interest of its clients.
GLOSSARY
Term |
Definition |
Action Group |
A sub-group of the PVSC (as defined below) that will include the Chairperson(s) and at least one other member of the PVSC. |
Committee |
Decision-making forum established pursuant to the “Committee Governance Policy – Deutsche Bank Group” for a specific purpose and an unlimited period of time |
CUSIP |
Council on Uniform Securities Identification Procedures |
Employee |
Any individual with an employment contract directly with a Legal Entity of DB Group |
ETF |
Exchange Traded Funds |
Investment Company Act |
Investment Company Act of 1940 |
ISS |
Institutional Shareholder Services, Inc. |
PVSC |
Proxy Voting Sub-Committee |
Risk Type Controller (RTC) |
Global Head of a Risk Control Function; formally representing the respective Risk Control Function and accountable for designing, implementing and maintaining an effective risk type management / control and policy framework for all risk types within their mandate. |
RTC Contact |
Individual(s) authorized by the Risk Type Controller to fulfil tasks in relation to the respective RTC mandate including authorization of other Units to issue a Policy or Procedure regulating the respective risk type |
SEC |
Securities and Exchange Commission |
Unit |
Refers to the organisational areas within DB Group, such as corporate divisions and infrastructure functions, as per the DB Business Allocation Plan. |
LIST OF ANNEXES AND ATTACHMENTS
Attachment A – DWS Proxy
Voting Guidelines – DWS Americas
Attachment A
DWS
Proxy Voting Guidelines –
DWS Americas
Effective March 1, 2023
TABLE OF CONTENTS
|
BOARD OF DIRECTORS |
|
Independence |
|
Composition |
|
Responsiveness |
|
Accountability |
|
Problematic Takeover Defenses, Capital Structure and Governance Structure |
|
Problematic Audit-Related Practices |
|
Problematic Compensation Practices |
|
Problematic Pledging of Company Stock |
|
Climate Accountability |
|
Governance Failures |
|
Voting on Director Nominees in Contested Elections |
|
Vote-No Campaigns |
|
Proxy Contests/Proxy Access |
|
Other Board Related Proposals |
|
Adopt Anti-Hedging/Pledging/Speculative Investments Policy |
|
Board Refreshment |
|
Term/Tenure Limits |
|
Age Limits |
|
Board Size |
|
Classification/Declassification of the Board |
|
CEO Succession Planning |
|
Cumulative Voting |
|
Director and Officer Indemnification and Liability Protection |
|
Establish/Amend Nominee Qualifications |
|
Establish Other Board Committee Proposals |
|
Filling Vacancies/Removal of Directors |
|
Independent Board Chair |
|
Majority of Independent Directors/Establishment of Independent Committees |
|
Majority Vote Standard for the Election of Directors |
|
Proxy Access |
|
Require More Nominees than Open Seats |
|
Shareholder Engagement Policy (Shareholder Advisory Committee) |
|
AUDIT-RELATED |
|
Auditor Indemnification and Limitation of Liability |
|
Auditor Ratification |
|
Shareholder Proposals Limiting Non-Audit Services |
|
Shareholder Proposals on Audit Firm Rotation |
|
SHAREHOLDER RIGHTS & DEFENSES |
|
Advance Notice Requirements for Shareholder Proposals/Nominations |
|
Amend Bylaws without Shareholder Consent |
|
Control Share Acquisition Provisions |
|
Control Share Cash—Out Provisions |
|
Disgorgement Provisions |
|
Fair Price Provisions |
|
Freeze-Out Provisions |
|
Greenmail |
|
Shareholder Litigation Rights |
|
Federal Forum Selection Provisions |
|
Exclusive Forum Provisions for State Law Matters |
|
Fee shifting |
|
Net Operating Loss (NOL) Protective Amendments |
|
Poison Pills (Shareholder Rights Plans) |
|
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy |
|
Management Proposals to Ratify a Poison Pill |
|
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs) |
|
Proxy Voting Disclosure, Confidentiality, and Tabulation |
|
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions |
|
Reimbursing Proxy Solicitation Expenses |
|
Reincorporation Proposals |
|
Shareholder Ability to Act by Written Consent |
|
Shareholder Ability to Call Special Meetings |
|
Stakeholder Provisions |
|
State Antitakeover Statutes |
|
Supermajority Vote Requirements |
|
Virtual Shareholder Meetings |
|
CAPITAL RESTRUCTURING |
|
Capital |
|
Adjustments to Par Value of Common Stock |
|
Common Stock Authorization |
|
General Authorization Requests |
|
Specific Authorization Requests |
|
Dual Class Structure |
|
Issue Stock for Use with Rights Plan |
|
Preemptive Rights |
|
Preferred Stock Authorization |
|
General Authorization Requests |
|
Specific Authorization Requests |
|
Recapitalization Plans |
|
Reverse Stock Splits |
|
Share Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S. |
|
Share Repurchase Programs |
|
Share Repurchase Programs Shareholder Proposals |
|
Stock Distributions: Splits and Dividends |
|
Tracking Stock |
|
Restructuring |
|
Appraisal Rights |
|
Asset Purchases |
|
Asset Sales |
|
Bundled Proposals |
|
Conversion of Securities |
|
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans |
|
Formation of Holding Company |
|
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs) |
|
Joint Ventures |
|
Liquidations |
|
Mergers and Acquisitions |
|
Private Placements/Warrants/Convertible Debentures |
|
Reorganization/Restructuring Plan (Bankruptcy) |
|
Special Purpose Acquisition Corporations (SPACs) |
|
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions |
|
Spin-offs |
|
Value Maximization Shareholder Proposals |
|
COMPENSATION |
|
Executive Pay Evaluation |
|
Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay) |
|
Frequency of Advisory Vote on Executive Compensation ("Say When on Pay") |
|
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale |
|
Equity-Based and Other Incentive Plans |
|
Further Information on certain EPSC Factors: |
|
Shareholder Value Transfer (SVT) |
|
Three-Year Value-Adjusted Burn Rate |
|
Egregious Factors |
|
Liberal Change in Control Definition |
|
Repricing Provisions |
|
Problematic Pay Practices or Significant Pay-for-Performance Disconnect |
|
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m)) |
|
Specific Treatment of Certain Award Types in Equity Plan Evaluations |
|
Dividend Equivalent Rights |
|
Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs) |
|
Other Compensation Plans |
|
401(k) Employee Benefit Plans |
|
Employee Stock Ownership Plans (ESOPs) |
|
Employee Stock Purchase Plans—Qualified Plans |
|
Employee Stock Purchase Plans—Non-Qualified Plans |
|
Option Exchange Programs/Repricing Options |
|
Stock Plans in Lieu of Cash |
|
Transfer Stock Option (TSO) Programs |
|
Director Compensation |
|
Shareholder Ratification of Director Pay Programs |
|
Equity Plans for Non-Employee Directors |
|
Non-Employee Director Retirement Plans |
|
Shareholder Proposals on Compensation |
|
Bonus Banking/Bonus Banking “Plus” |
|
Compensation Consultants—Disclosure of Board or Company’s Utilization |
|
Disclosure/Setting Levels or Types of Compensation for Executives and Directors |
|
Golden Coffins/Executive Death Benefits |
|
Hold Equity Past Retirement or for a Significant Period of Time |
|
Pay Disparity |
|
Pay for Performance/Performance-Based Awards |
|
Pay for Superior Performance |
|
Pre-Arranged Trading Plans (10b5-1 Plans) |
|
Prohibit Outside CEOs from Serving on Compensation Committees |
|
Recoupment of Incentive or Stock Compensation in Specified Circumstances |
|
Severance Agreements for Executives/Golden Parachutes |
|
Share Buyback Impact on Incentive Program Metrics |
|
Supplemental Executive Retirement Plans (SERPs) |
|
Tax Gross-Up Proposals |
|
Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity |
|
ROUTINE / MISCELLANEOUS |
|
Adjourn Meeting |
|
Amend Quorum Requirements |
|
Amend Minor Bylaws |
|
Change Company Name |
|
Change Date, Time, or Location of Annual Meeting |
|
Other Business |
|
SOCIAL AND ENVIRONMENTAL ISSUES |
|
General Approach |
|
Endorsement of Principles |
|
Animal Welfare |
|
Animal Welfare Policies |
|
Animal Testing |
|
Animal Slaughter |
|
Consumer Issues |
|
Genetically Modified Ingredients |
|
Reports on Potentially Controversial Business/Financial Practices |
|
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation |
|
Product Safety and Toxic/Hazardous Materials |
|
Tobacco-Related Proposals |
|
Climate Change |
|
Say on Climate (SoC) Management Proposals |
|
Say on Climate (SoC) Shareholder Proposals |
|
Climate Change/Greenhouse Gas (GHG) Emissions |
|
Energy Efficiency |
|
Renewable Energy |
|
Diversity |
|
Board Diversity |
|
Equality of Opportunity |
|
Gender Identity, Sexual Orientation, and Domestic Partner Benefits |
|
Gender, Race / Ethnicity Pay Gap |
|
Racial Equity and/or Civil Rights Audit Guidelines |
|
Environment and Sustainability |
|
Facility and Workplace Safety |
|
General Environmental Proposals and Community Impact Assessments |
|
Hydraulic Fracturing |
|
Operations in Protected Areas |
|
Recycling |
|
Sustainability Reporting |
|
Water Issues |
|
General Corporate Issues |
|
Charitable Contributions |
|
Data Security, Privacy, and Internet Issues |
|
Environmental, Social, and Governance (ESG) Compensation-Related Proposals |
|
Human Rights, Human Capital Management, and International Operations |
|
Human Rights Proposals |
|
Mandatory Arbitration |
|
Operations in High Risk Markets |
|
Outsourcing/Offshoring |
|
Sexual Harassment |
|
Weapons and Military Sales |
|
Political Activities |
|
Lobbying |
|
Political Contributions |
|
Political Ties |
|
REGISTERED INVESTMENT COMPANY PROXIES |
|
Election of Directors |
|
Closed End Fund - Unilateral Opt-In to Control Share Acquisition Statutes |
|
Converting Closed-end Fund to Open-end Fund |
|
Proxy Contests |
|
Investment Advisory Agreements |
|
Approving New Classes or Series of Shares |
|
Preferred Stock Proposals |
|
1940 Act Policies |
|
Changing a Fundamental Restriction to a Nonfundamental Restriction |
|
Change Fundamental Investment Objective to Nonfundamental |
|
Name Change Proposals |
|
Change in Fund's Subclassification |
|
Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value |
|
Disposition of Assets/Termination/Liquidation |
|
Changes to the Charter Document |
|
Changing the Domicile of a Fund |
|
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval |
|
Distribution Agreements |
|
Master-Feeder Structure |
|
Mergers |
|
Shareholder Proposals for Mutual Funds |
|
Establish Director Ownership Requirement |
|
Reimburse Shareholder for Expenses Incurred |
|
Terminate the Investment Advisor |
|
INTERNATIONAL PROXY VOTING |
|
Appendix I |
NOTE: Because of the unique
oversight structure and regulatory scheme applicable to closed-end and open-end investment companies,
except as otherwise noted, these voting guidelines are not applicable to holdings of shares of closed-end
and open-end investment companies (except Real Estate Investment Trusts).
In voting proxies that are noted
case-by-case, DWS will vote such proxies based on recommendations from ISS based on its application of
the Guidelines.
BOARD OF DIRECTORS
DWS’s policy is to generally
vote for director nominees, except under the following circumstances (with new nominees6 considered
on case-by-case basis):
Independence
General Recommendation: DWS’s
policy is to generally vote against7 or withhold from non-independent directors when (See Appendix
1 for Classification of Directors):
| ■ | Independent directors comprise 50 percent or less of the board; |
| ■ | The non-independent director serves on the audit, compensation, or nominating committee; |
| ■ | The company lacks an audit, compensation, or nominating committee so that the full board functions
as that committee; or |
| ■ | The company lacks a formal nominating committee, even if the board attests that the independent directors
fulfill the functions of such a committee. |
6 A "new nominee"
is a director who is being presented for election by shareholders for the first time. Recommendations
on new nominees who have served for less than one year are made on a case-by-case basis depending on the
timing of their appointment and the problematic governance issue in question.
7 In general, companies
with a plurality vote standard use “Withhold” as the contrary vote option in director elections;
companies with a majority vote standard use “Against”. However, it will vary by company and
the proxy must be checked to determine the valid contrary vote option for the particular company.
Composition
Attendance at Board and Committee
Meetings: DWS’s policy is to generally vote against or withhold from directors (except nominees
who served only part of the fiscal year8) who attend less than 75 percent of the aggregate
of their board and committee meetings for the period for which they served, unless an acceptable reason
for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences
are generally limited to the following:
| ■ | Missing only one meeting (when the total of all meetings is three or fewer). |
In cases of chronic poor attendance
without reasonable justification, in addition to voting against the director(s) with poor attendance,
DWS’s policy is to generally vote against or withhold from appropriate members of the nominating/governance
committees or the full board.
If the proxy disclosure is unclear
and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her
board and committee meetings during his/her period of service, DWS’s policy is to generally vote
against or withhold from the director(s) in question.
Overboarded Directors: DWS’s
policy is to generally vote against or withhold from individual directors who:
| ■ | Sit on more than four public company boards; or |
| ■ | Are CEOs of public companies who sit on the boards of more than one public company besides their own—withhold
only at their outside board9 |
Gender Diversity: DWS’s
policy is to generally vote against or withhold from the chair of the nominating committee (or other directors
on a case-by-case basis) at companies where there are no women on the company's board. An exception will
be made if there was at least one woman on the board at the preceding annual meeting and the board makes
a firm commitment to return to a gender-diverse status within a year.
Racial and/or Ethnic Diversity:
For companies in the Russell 3000 or S&P 1500 indices,
DWS’s policy is to generally
vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case
basis) where the board has no apparent racially or ethnically diverse members.10 An exception
will be made if (i) there was racial and/or ethnic diversity on the board at the preceding annual meeting
and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within
a year; or (ii) there are no new nominees proposed for election to the board.
Combined Chair/CEO: DWS’s
policy is to generally vote case-by-case for new nominees who are up for election to serve as a combined
Chair and CEO. DWS will not apply this Guideline in circumstances where the incumbent combined Chair and
CEO is up for reelection.
8 Nominees who served
for only part of the fiscal year are generally exempted from the attendance policy.
9 Although all of a
CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, DWS
will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50
percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent
controlled and boards outside the parent/subsidiary relationships.
10 Aggregate diversity
statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.
Responsiveness
DWS’s policy is to generally
vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate
if:
| ■ | The board failed to act on a shareholder proposal that received the support of a majority of the shares
cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw
provision that received opposition of a majority of the shares cast in the previous year. Factors that
will be considered are: |
Disclosed
outreach efforts by the board to shareholders in the wake of the vote;
Rationale
provided in the proxy statement for the level of implementation;
The
subject matter of the proposal;
The
level of support for and opposition to the resolution in past meetings;
Actions
taken by the board in response to the majority vote and its engagement with shareholders;
The
continuation of the underlying issue as a voting item on the ballot (as either shareholder or management
proposals); and
Other
factors as appropriate.
| ■ | The board failed to act on takeover offers where the majority of shares are tendered; |
| ■ | At the previous board election, any director received more than 50 percent withhold/against votes
of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against
vote. |
DWS’s policy is to generally
vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the
Say on Pay proposal if:
| ■ | The company’s previous say-on-pay received the support of less than 70 percent of votes cast.
Factors that will be considered are: |
The company's response, including:
| ■ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing
of engagements and the company participants (including whether independent directors participated); |
| ■ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
Disclosure
of specific and meaningful actions taken to address shareholders' concerns;
| ■ | Other recent compensation actions taken by the company; |
| ■ | Whether the issues raised are recurring or isolated; |
| ■ | The company's ownership structure; and |
| ■ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
| ■ | The board implements an advisory vote on executive compensation on a less frequent basis than the
frequency that received the plurality of votes cast. |
Accountability
Problematic Takeover Defenses,
Capital Structure and Governance Structure
Poison Pills: DWS’s
policy is to generally vote against or withhold from all nominees (except new nominees, who should be
considered case-by-case) if:
| ■ | The company has a poison pill with a deadhand or slowhand feature;11 |
| ■ | The board makes a material adverse modification to an existing pill, including, but not limited to,
extension, renewal, or lowering the trigger, without shareholder approval; or |
| ■ | The company has a long-term poison pill, (with a term of over one year) that was not approved by the
public shareholders.12 |
DWS’s policy is to generally
vote case-by-case on nominees if the board adopts an initial short-term pill (with a term of one year
or less) without shareholder approval, taking into consideration:
| ■ | The disclosed rationale for the adoption; |
| ■ | The company’s market capitalization (including absolute level and sudden changes); |
| ■ | A commitment to put any renewal to a shareholder vote; and |
| ■ | Other factors as relevant |
Unequal Voting Rights:
DWS’s policy is to generally vote for directors of a company employing a common stock structure
with unequal voting rights13 , while considering the following:
| ■ | The company has set or committed to a sunset provision of no more than seven years from the date of
going public. |
Classified Board Structure:
DWS’s policy is to generally vote against or withhold directors individually, committee members,
or the entire board (except new nominees, who should be considered case-by-case), if the company’s
board is classified, and a continuing director responsible for a problematic governance issue at the board/committee
level that would warrant a withhold / against vote recommendation is not up for election. All appropriate
nominees (except new) may be held accountable.
Removal of Shareholder Discretion
on Classified Boards: DWS’s policy is to generally vote against or withhold directors individually,
committee members, or the entire board (except new nominees, who should be considered case-by-case), if
the company has opted into, or failed to opt out of, state laws requiring a classified board structure.
11 If the short-term
pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, DWS
will generally still withhold or vote against nominees at the next shareholder meeting following its adoption.
12Approval prior to,
or in connection, with a company’s becoming publicly traded or in connection with a de-SPAC transaction,
is sufficient.
13This generally includes
classes of common stock that have additional votes per share than other shares; classes of shares that
are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights
(“loyalty shares”).
Problematic Governance Structure:
For companies that hold or held their first annual meeting of public shareholders after February 1, 2015,
DWS’s policy is to generally vote against or withhold from directors individually, committee member,
or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection
with the company’s public offering, the company or its board adopted the following bylaw or charter
provisions that are considered to be materially adverse to shareholder rights:
| ■ | Supermajority vote requirements to amend the bylaws or charter; |
| ■ | A classified board structure; or |
| ■ | Other egregious provisions. |
A provision which specifies that
the problematic structure(s) will be sunset within seven years of the date of going public will be considered
a mitigating factor.
Unless the adverse provision
is reversed or removed, DWS’s policy is to generally vote case-by-case on director nominees in subsequent
years.
Unilateral Bylaw/Charter Amendments:
DWS’s policy is to generally vote against or withhold from directors individually, committee members,
or the entire board (except new nominees, who should be considered case-by-case) if the board amends the
company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders'
rights or that could adversely impact shareholders, considering the following factors:
| ■ | The board's rationale for adopting the bylaw/charter amendment without shareholder ratification; |
| ■ | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
| ■ | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the
bylaws/charter; |
| ■ | The board's track record with regard to unilateral board action on bylaw/charter amendments or other
entrenchment provisions; |
| ■ | The company's ownership structure; |
| ■ | The company's existing governance provisions; |
| ■ | The timing of the board's amendment to the bylaws/charter in connection with a significant business
development; and |
| ■ | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment
on shareholders. |
Unless the adverse amendment
is reversed or submitted to a binding shareholder vote, in subsequent years DWS’s policy is generally
to vote case-by-case on director nominees.
DWS’s policy is to generally
vote against (except new nominees, who should be considered case-by-case) if the directors:
| ■ | Adopted supermajority vote requirements to amend the bylaws or charter; or |
| ■ | Eliminated shareholders' ability to amend bylaws. |
| ■ | Adopted a fee-shifting provision; or |
| ■ | Adopted another provision deemed egregious. |
Restricting Binding Shareholder
Proposals: DWS’s policy is to generally vote against or withhold from the members of the governance
committee if:
| ■ | The company’s governing documents impose undue restrictions on shareholders ability to amend
the bylaws. |
Such restrictions include but
are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership
requirements, subject matter restrictions, or time holding requirements in excess of Rule 14a-8 under
the Securities Exchange Act of 1934. DWS’s policy is to generally vote against or withhold on an
ongoing basis in such cases.
Submission of management proposals
to approve or ratify requirements in excess of the requirements under Rule 14a-8 for the submission of
binding bylaw amendments will generally be viewed as insufficient restoration of shareholders’ rights.
DWS’s policy is to generally vote against or withhold on an ongoing basis until shareholders are
provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right
is submitted for shareholder approval.
Director Performance Evaluation:
DWS’s policy is to generally vote against or withhold from (the members of the governance committee)
if the board lack mechanisms to promote accountability and oversight, coupled with sustained poor performance
relative to peers. Sustained poor performance is measured by one-, three- and five-year total shareholder
returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies
only). Take into consideration the company’s operational metrics and other factors as warranted.
Problematic provisions include but are not limited to:
| ■ | A classified board structure; |
| ■ | A supermajority vote requirement; |
| ■ | Either a plurality vote standard in uncontested director elections, or a majority vote standard in
contested elections; |
| ■ | The inability of shareholders to call special meetings; |
| ■ | The inability of shareholders to act by written consent; |
| ■ | A multi-class capital structure; and/or |
| ■ | A non-shareholder-approved poison pill. |
Management Proposals to Ratify
Existing Charter or Bylaw Provisions: DWS’s policy is to generally vote against/withhold from
individual directors, members of the governance committee, or the full board, where boards ask shareholders
to ratify existing charter or bylaw provisions considering the following factors:
| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot; |
| ■ | The board's rationale for seeking ratification; |
| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail; |
| ■ | Disclosure of shareholder engagement regarding the board’s ratification request; |
| ■ | The level of impairment to shareholders' rights caused by the existing provision; |
| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings; |
| ■ | Whether the current provision was adopted in response to the shareholder proposal; |
| ■ | The company's ownership structure; and |
| ■ | Previous use of ratification proposals to exclude shareholder proposals. |
Problematic Audit-Related
Practices
DWS’s policy is to generally
vote against or withhold from the members of the Audit Committee if:
| ■ | The non-audit fees paid to the auditor are excessive; |
| ■ | The company receives an adverse opinion on the company’s financial statements from its auditor;
or |
| ■ | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification
agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate
legal recourse against the audit firm. |
DWS’s policy is to generally
vote case-by-case on members of the Audit Committee and potentially the full board if:
| ■ | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud;
misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity,
breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or
corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices
In the absence of an Advisory
Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, DWS’s policy
is to generally vote against or withhold from the members of the Compensation Committee and potentially
the full board if:
| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
| ■ | The company maintains significant problematic pay practices; or |
| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders. |
DWS’s policy is to generally
vote against or withhold from the Compensation Committee chair, other committee members, or potentially
the full board if:
| ■ | The company fails to include a Say on Pay ballot item when required under SEC provisions, or under
the company’s declared frequency of say on pay; or |
| ■ | The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
DWS’s policy is to generally
vote against members of the board committee responsible for approving/setting non-employee director compensation
if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation
without disclosing a compelling rationale or other mitigating factors.
Problematic Pledging of Company
Stock
DWS’s policy is to generally
vote against the members of the committee that oversees risks related to pledging, or the full board,
where a significant level of pledged company stock by executives or directors raises concerns.
The following factors will be
considered:
| ■ | The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging
activity; |
| ■ | The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value,
and trading volume; |
| ■ | Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over
time; |
| ■ | Disclosure in the proxy statement that shares subject to stock ownership and holding requirements
do not include pledged company stock; and |
| ■ | Any other relevant factors. |
Climate Accountability
For companies that are significant
greenhouse gas (GHG) emitters, through their operations or value chain14, DWS’s policy
is to generally vote case-by case on the election of the incumbent chair of the responsible committee
(or other directors) in cases where DWS determines that the company is not taking the minimum steps needed
to understand, assess and mitigate the risks related to climate change to the company and the larger economy
which may lead to regulatory risks.
Minimum steps to understand and
mitigate those risks are considered to be the following. Both minimum criteria will be required to be
in alignment with the policy:
| ■ | Detailed disclosure of climate-related risks, such as according to the framework established by the
Task Force on Climate-related Financial Disclosures (TCFD), including: |
Board
governance measures;
Corporate
strategy;
Risk
management analyses; and
Metrics
and targets.
| ■ | Appropriate GHG emissions reduction targets. |
At this time, “appropriate
GHG emissions reduction targets” will be medium-term GHG reduction targets or Net Zero-by 2050 GHG
reduction targets for a company’s operations (Scope 1) and electricity (Scope 2). Targets should
cover the vast majority of the company’s direct emissions.
Governance Failures
DWS’s policy is to generally
vote case-by-case on directors individually, committee members, or the entire board, due to:
| ■ | Material failures of governance, stewardship, risk oversight15, or fiduciary responsibilities
at the company, including failures to adequately manage or mitigate environmental, social and governance
(ESG) risks; |
| ■ | Failure to replace management as appropriate; or |
| ■ | Egregious actions related to a director’s service on other boards that raise substantial doubt
about his or her ability to effectively oversee management and serve the best interests of shareholders
at any company. |
14Companies defined
as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group
list.
15 Examples of failure
of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory
bodies; demonstrably poor oversight of environmental and social issues, including climate change; significant
adverse legal judgments or settlement; or hedging of company stock.
Voting on Director Nominees
in Contested Elections
Vote-No Campaigns
General Recommendation:
In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate
director nominees under the existing governance policies for voting on director nominees in uncontested
elections. Take into consideration the arguments submitted by shareholders and other publicly available
information.
Proxy Contests/Proxy Access
General Recommendation: DWS’s
policy is to generally vote case-by-case on the election of directors in contested elections, considering
the following factors:
| ■ | Long-term financial performance of the company relative to its industry; |
| ■ | Management’s track record; |
| ■ | Background to the contested election; |
| ■ | Nominee qualifications and any compensatory arrangements; |
| ■ | Strategic plan of dissident slate and quality of the critique against management; |
| ■ | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
| ■ | Stock ownership positions. |
In the case of candidates nominated
pursuant to proxy access, DWS’s policy is to generally vote case-by-case considering any applicable
factors listed above or additional factors which may be relevant, including those that are specific to
the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates
than board seats).
Other Board-Related Proposals
Adopt Anti-Hedging/Pledging/Speculative
Investments Policy
General Recommendation:
DWS’s policy is to generally vote for proposals seeking a policy that prohibits named executive
officers from engaging in derivative or speculative transactions involving company stock, including hedging,
holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s
existing policies regarding responsible use of company stock will be considered.
Board Refreshment
DWS believes Board refreshment
is best implemented through an ongoing program of individual director evaluations, conducted annually,
to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity
as needed.
Term/Tenure Limits
General Recommendation: DWS’s
policy is to generally vote case-by-case on management proposals regarding director term/tenure limits,
considering:
| ■ | The rationale provided for adoption of the term/tenure limit; |
| ■ | The robustness of the company’s board evaluation process; |
| ■ | Whether the limit is of sufficient length to allow for a broad range of director tenures; |
| ■ | Whether the limit would disadvantage independent directors compared to non-independent directors;
and |
| ■ | Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory
manner. |
DWS’s policy is to generally
vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits,
considering:
| ■ | The scope of the shareholder proposal; and |
| ■ | Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment. |
Age Limits
General Recommendation:
DWS’s policy is to generally vote against management and shareholder proposals to limit the tenure
of independent directors through mandatory retirement ages. DWS’s policy is to generally vote for
proposals to remove mandatory age limits.
Board Size
General Recommendation:
DWS’s policy is to generally vote for proposals seeking to fix the board size or designate a range
for the board size. DWS’s policy is to generally vote against proposals that give management the
ability to alter the size of the board outside of a specified range without shareholder approval.
Classification/Declassification
of the Board
General Recommendation:
DWS’s policy is to generally vote against proposals to classify (stagger) the board. DWS’s
policy is to generally vote for proposals to repeal classified boards and to elect all directors annually.
CEO Succession Planning
General Recommendation: DWS’s
policy is to generally vote for proposals seeking disclosure on a CEO succession planning policy, considering,
at a minimum, the following factors:
| ■ | The reasonableness/scope of the request; and |
| ■ | The company’s existing disclosure on its current CEO succession planning process. |
Cumulative Voting
General Recommendation: DWS’s
policy is to generally vote against management proposals to eliminate cumulate voting, and for shareholder
proposals to restore or provide for cumulative voting, unless:
| ■ | The company has proxy access16, thereby allowing shareholders to nominate directors to
the company’s ballot; and |
| ■ | The company has adopted a majority vote standard, with a carve-out for plurality voting in situations
where there are more nominees than seats, and a director resignation policy to address failed elections. |
DWS’s policy is to generally
vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director and Officer Indemnification,
Liability Protection and Exculpation
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals on director and officer indemnification,
liability protection and exculpation17.
DWS’s policy is to consider
the stated rationale for the proposed change. DWS will also consider, among other factors, the extent
to which the proposal would:
| ■ | Eliminate directors' and officers' liability for monetary damages for violating the duty of care. |
| ■ | Eliminate directors’ and officers’ liability for monetary damages for violating the duty
of loyalty. |
| ■ | Expand coverage beyond just legal expenses to liability for acts that are more serious violations
of fiduciary obligation than mere carelessness. |
| ■ | Expand the scope of indemnification to provide for mandatory indemnification of company officials
in connection with acts that previously the company was permitted to provide indemnification for, at the
discretion of the company's board (i.e., "permissive indemnification"), but that previously
the company was not required to indemnify. |
DWS’s policy is to generally
vote for those proposals providing such expanded coverage in cases when a director’s or officer’s
legal defense was unsuccessful if both of the following apply:
| ■ | If the individual was found to have acted in good faith and in a manner that the individual reasonably
believed was in the best interests of the company; and |
| ■ | If only the individual’s legal expenses would be covered. |
16 A proxy access right
that meets the recommended guidelines.
17Indemnification:
the condition of being secured against loss or damage.
Limited liability; a person’s
financial liability is limited to the fixed sum, or personal financial assets are not at risk if the individual
loses a lawsuit that results in financial award/damages to the plaintiff.
Exculpation: to eliminate or limit
the personal liability of a director or officer to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director or officer.
Establish/Amend Nominee
Qualifications
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals that establish or amend director qualifications.
Votes should be based on the reasonableness of the criteria and the degree to which they may preclude
dissident nominees from joining the board.
DWS’s policy is to generally
vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject
matter expertise, considering:
| ■ | The company’s board committee structure, existing subject matter expertise, and board nomination
provisions relative to that of its peers; |
| ■ | The company’s existing board and management oversight mechanisms regarding the issue for which
board oversight is sought; |
| ■ | The company’s disclosure and performance relating to the issue for which board oversight is
sought and any significant related controversies; and |
| ■ | The scope and structure of the proposal. |
Establish Other Board Committee
Proposals
General Recommendation: DWS’s
policy is to generally vote against shareholder proposals to establish a new board committee, as such
proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility
to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:
| ■ | Existing oversight mechanisms (including current committee structure) regarding the issue for which
board oversight is sought; |
| ■ | Level of disclosure regarding the issue for which board oversight is sought; |
| ■ | Company performance related to the issue for which board oversight is sought; |
| ■ | Board committee structure compared to that of other companies in its industry sector; and |
| ■ | The scope and structure of the proposal. |
Filling Vacancies/Removal
of Directors
General Recommendation:
DWS’s policy is to generally vote against proposals that provide that directors may be removed only
for cause.
| ■ | DWS’s policy is to generally vote for proposals to restore shareholders’ ability to remove
directors with or without cause. |
| ■ | DWS’s policy is to generally vote against proposals that provide that only continuing directors
may elect replacements to fill board vacancies. |
| ■ | DWS’s policy is to generally vote for proposals that permit shareholders to elect directors
to fill board vacancies. |
Independent Board Chair
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals requiring that the board chair position
be filled by an independent director, taking into consideration the following:
| ■ | The scope and rationale of the proposal; |
| ■ | The company's current board leadership structure; |
| ■ | The company's governance structure and practices; |
| ■ | Company performance; and |
| ■ | Any other relevant factors that may be applicable. |
The following factors will increase
the likelihood of a “for” recommendation:
| ■ | A majority non-independent board and/or the presence of non-independent directors on key board committees; |
| ■ | A weak or poorly defined lead independent director role that fails to serve as an appropriate counterbalance
to a combined CEO/chair role; |
| ■ | The presence of an executive or non-independent chair in addition to the CEO, a recent recombination
of the role of CEO and chair, and/or departure from a structure with an independent chair; |
| ■ | Evidence that the board has failed to oversee and address material risks facing the company; |
| ■ | A material governance failure, particularly if the board has failed to adequately respond to shareholder
concerns or if the board has materially diminished shareholder rights; or |
| ■ | Evidence that the board has failed to intervene when management’s interests are contrary to
shareholders' interests. |
Majority of Independent
Directors/Establishment of Independent Committees
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals asking that a majority or more of directors
be independent unless the board composition already meets the proposed threshold by DWS’s definition
of Independent Director.
DWS’s policy is to generally
vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be
composed exclusively of independent directors unless they currently meet that standard.
Majority Vote Standard for
the Election of Directors
General Recommendation:
DWS’s policy is to generally vote for management proposals to adopt a majority of votes cast standard
for directors in uncontested elections. DWS’s policy is to generally vote against such proposals
if no carve-out for a plurality vote standard in contested elections is included.
DWS’s policy is to generally
vote for precatory and binding shareholder resolutions requesting that the board change the company’s
bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided
it does not conflict with the state law where the company is incorporated. Binding resolutions need to
allow for a carve-out for a plurality vote standard when there are more nominees than board seats.
Companies are strongly encouraged
to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines
so that the company will promptly address the situation of a holdover director.
Proxy Access
General Recommendation: DWS’s
policy is to generally vote for management and shareholder proposals for proxy access with the following
provisions:
| ■ | Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
| ■ | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership
for each member of the nominating group; |
| ■ | Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating
group; |
| ■ | Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
DWS will review for reasonableness
any other restrictions on the right of proxy access. DWS’s policy is to generally vote against proposals
that are more restrictive than these guidelines.
Require More Nominees than
Open Seats
General Recommendation:
DWS’s policy is to generally vote against shareholder proposals that would require a company to
nominate more candidates than the number of open board seats.
Shareholder Engagement Policy
(Shareholder Advisory Committee)
General Recommendation: DWS’s
policy is to generally vote for shareholder proposals requesting that the board establish an internal
mechanism/process, which may include a committee, in order to improve communications between directors
and shareholders, unless the company has the following features, as appropriate:
| ■ | Established a communication structure that goes beyond the exchange requirements to facilitate the
exchange of information between shareholders and members of the board; |
| ■ | Effectively disclosed information with respect to this structure to its shareholders; |
| ■ | Company has not ignored majority-supported shareholder proposals or a majority withhold vote on a
director nominee; and |
| ■ | The company has an independent chair or a lead director. This individual must be made available for
periodic consultation and direct communication with major shareholders. |
AUDIT-RELATED
Auditor Indemnification
and Limitation of Liability
General Recommendation:
DWS’s policy is to generally vote case-by-case on the issue of auditor indemnification and limitation
of liability. Factors to be assessed include, but are not limited to:
| ■ | The terms of the auditor agreement—the degree to which these agreements impact shareholders'
rights; |
| ■ | The motivation and rationale for establishing the agreements; |
| ■ | The quality of the company’s disclosure; and |
| ■ | The company’s historical practices in the audit area. |
DWS’s policy is to generally
vote against or withhold from members of an audit committee in situations where there is persuasive evidence
that the audit committee entered into an inappropriate indemnification agreement with its auditor that
limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the
audit firm.
Auditor Ratification
General Recommendation:
DWS’s policy is to generally vote for proposals to ratify auditors unless any of the following apply:
| ■ | An auditor has a financial interest in or association with the company, and is therefore not independent; |
| ■ | There is reason to believe that the independent auditor has rendered an opinion that is neither accurate
nor indicative of the company’s financial position; |
| ■ | Poor accounting practices are identified that rise to a serious level of concern, such as fraud or
misapplication of GAAP; or |
| ■ | Fees for non-audit services (“Other” fees) are excessive. |
Non-audit fees are excessive
if:
| ■ | Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation
fees |
Tax compliance and preparation
include the preparation of original and amended tax returns and refund claims, and tax payment planning.
All other services in the tax category, such as tax advice, planning, or consulting, should be added to
“Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other”
fees.
In circumstances where "Other"
fees include fees related to significant one-time capital structure events (such as initial public offerings,
bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature
of those fees that are an exception to the standard "non-audit fee" category, then such fees
may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related
fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
Shareholder Proposals Limiting
Non-Audit Services
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals asking companies to prohibit
or limit their auditors from engaging in non-audit services.
Shareholder Proposals on
Audit Firm Rotation
General Recommendation: DWS’s
policy is to generally vote case-by-case on shareholder proposals asking for audit firm rotation, taking
into account:
| ■ | The tenure of the audit firm; |
| ■ | The length of rotation specified in the proposal; |
| ■ | Any significant audit-related issues at the company; |
| ■ | The number of Audit Committee meetings held each year; |
| ■ | The number of financial experts serving on the committee; and |
| ■ | Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality
and competitive price. |
SHAREHOLDER RIGHTS &
DEFENSES
Advance Notice Requirements
for Shareholder Proposals/Nominations
General Recommendation:
DWS’s policy is to generally vote case-by-case on advance notice proposals, giving support to those
proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably
possible and within the broadest window possible, recognizing the need to allow sufficient notice for
company, regulatory, and shareholder review.
To be reasonable, the company’s
deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the
anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days
from the beginning of the notice period. The submittal window is the period under which shareholders must
file their proposals/nominations prior to the deadline.
In general, support additional
efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position
in the company so long as the informational requirements are reasonable and aimed at providing shareholders
with the necessary information to review such proposals.
Amend Bylaws without Shareholder
Consent
General Recommendation:
DWS’s policy is to generally vote against proposals giving the board exclusive authority to amend
the bylaws.
DWS’s policy is to generally
vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders,
taking into account the following:
| ■ | Any impediments to shareholders' ability to amend the bylaws (i.e. supermajority voting requirements); |
| ■ | The company's ownership structure and historical voting turnout; |
| ■ | Whether the board could amend bylaws adopted by shareholders; and |
| ■ | Whether shareholders would retain the ability to ratify any board-initiated amendments. |
Control Share Acquisition
Provisions
General Recommendation:
DWS’s policy is to generally vote for proposals to opt out of control share acquisition statutes
unless doing so would enable the completion of a takeover that would be detrimental to shareholders.
DWS’s policy is to generally
vote against proposals to amend the charter to include control share acquisition provisions. DWS’s
policy is to generally vote for proposals to restore voting rights to the control shares.
Control share acquisition statutes
function by denying shares their voting rights when they contribute to ownership in excess of certain
thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval
of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes
effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement
if the bidder continues buying up a large block of shares.
Control Share Cash - Out
Provisions
General Recommendation:
DWS’s policy is to generally vote for proposals to opt out of control share cash-out statutes.
Control share cash-out statutes
give dissident shareholders the right to "cash-out" of their position in a company at the expense
of the shareholder who has taken a control position. In other words, when an investor crosses a preset
threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who
must buy them at the highest acquiring price.
Disgorgement Provisions
General Recommendation:
DWS’s policy is to generally vote for proposals to opt out of state disgorgement provisions.
Disgorgement provisions require
an acquirer or potential acquirer of more than a certain percentage of a company's stock to disgorge,
or pay back, to the company any profits realized from the sale of that company's stock purchased 24 months
before achieving control status. All sales of company stock by the acquirer occurring within a certain
period of time (between 18 months and 24 months) prior to the investor's gaining control status are subject
to these recapture-of-profits provisions.
Fair Price Provisions
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals to adopt fair price provisions (provisions that
stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control
shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required
to repeal the fair price provision, and the mechanism for determining the fair price.
DWS’s policy is to generally
vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested
shares.
Freeze-Out Provisions
General Recommendation:
DWS’s policy is to generally vote for proposals to opt out of state freeze-out provisions. Freeze-out
provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified
period of time before gaining control of the company.
Greenmail
General Recommendation:
DWS’s policy is to generally vote for proposals to adopt anti-greenmail charter or bylaw amendments
or otherwise restrict a company’s ability to make greenmail payments.
DWS’s policy is to generally
vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
Greenmail payments are targeted
share repurchases by management of company stock from individuals or groups seeking control of the company.
Since only the hostile party receives payment, usually at a substantial premium over the market value
of its shares, the practice discriminates against all other shareholders.
Shareholder Litigation Rights
Federal Forum Selection
Provisions
Federal forum selection provisions
require that U.S federal courts be the sole forum for shareholders to litigate claims arising under federal
securities law.
General Recommendation:
DWS’s policy is to generally vote for federal forum selection provisions in the charter or bylaws
that specify "the district courts of the United States" as the exclusive forum for federal securities
law matters, in the absence of serious concerns about corporate governance or board responsiveness to
shareholders.
DWS’s policy is to generally
vote against provisions that restrict the forum to a particular federal district court; unilateral adoption
(without a shareholder vote) of such a provision will generally be considered a one-time failure under
the Unilateral Bylaw/Charter Amendments policy.
Exclusive Forum Provisions
for State Law Matters
Exclusive forum provisions in
the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company,
for claims arising out of state corporate law, to the courts of a particular state (generally the state
of incorporation).
General Recommendation: DWS’s
policy is to generally vote for charter or bylaw provisions that specify courts located within the state
of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence
of serious concerns about corporate governance or board responsiveness to shareholders.
For states other than Delaware,
DWS’s policy is to generally vote case-by-case on exclusive forum provisions, taking into consideration:
| ■ | The company's stated rationale for adopting such a provision; |
| ■ | Disclosure of past harm from duplicative shareholder lawsuits in more than one forum; |
| ■ | The breadth of application of the charter or bylaw provision, including the types of lawsuits to which
it would apply and the definition of key terms; and |
| ■ | Governance features such as shareholders' ability to repeal the provision at a later date (including
the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability
to hold directors accountable through annual director elections and a majority vote standard in uncontested
elections. |
DWS’s policy is to generally
vote against provisions that specify a state other than the state of incorporation as the exclusive forum
for corporate law matters, or that specify a particular local court within the state; unilateral adoption
of such provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments
policy.
Fee shifting
Fee-shifting provisions in the
charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses
of the defendant corporation and its directors and officers.
General Recommendation: DWS’s
policy is to generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely
successful on the merits (i.e. including cases where the plaintiffs are partially successful).
Unilateral adoption of a fee-shifting
provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments
policy.
Net Operating Loss (NOL)
Protective Amendments
General Recommendation:
DWS’s policy is to generally vote against proposals to adopt a protective amendment for the stated
purpose of protecting a company's net operating losses (NOL) if the effective term of the protective amendment
would exceed the shorter of three years and the exhaustion of the NOL.
DWS’s policy is to generally
vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective
amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the
NOL:
| ■ | The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that
would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent
holder); |
| ■ | Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective
amendment upon exhaustion or expiration of the NOL); |
| ■ | The company's existing governance structure including: board independence, existing takeover defenses,
track record of responsiveness to shareholders, and any other problematic governance concerns; and |
| ■ | Any other factors that may be applicable. |
Poison Pills (Shareholder
Rights Plans)
Shareholder Proposals to Put
Pill to a Vote and/or Adopt a Pill Policy
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals requesting that the company submit its
poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved poison
pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future
specifying that the board will only adopt a shareholder rights plan if either:
| ■ | Shareholders have approved the adoption of the plan; or |
| ■ | The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest
of shareholders under the circumstances to adopt a pill without the delay in adoption that would result
from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted
under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or
expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately
terminate. |
If the shareholder proposal calls
for a time period of less than 12 months for shareholder ratification after adoption, DWS’s policy
is to generally vote for the proposal, but add the caveat that a vote within 12 months would be considered
sufficient implementation.
Management Proposals to
Ratify a Poison Pill
General Recommendation:
DWS’s policy is to generally vote case-by-case on management proposals on poison pill ratification,
focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:
| ■ | No lower than a 20 percent trigger, flip-in or flip-over; |
| ■ | A term of no more than three years; |
| ■ | No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem
the pill; |
| ■ | Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill
90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or
seek a written consent to vote on rescinding the pill. |
In addition, the rationale for
adopting the pill should be thoroughly explained by the company. In examining the request for the pill,
take into consideration the company’s existing governance structure, including: board independence,
existing takeover defenses, and any problematic governance concerns.
Management Proposals to
Ratify a Pill to Preserve Net Operating Losses (NOLs)
General Recommendation:
DWS’s policy is to generally vote against proposals to adopt a poison pill for the stated purpose
of protecting a company's net operating losses (NOL) if the term of the pill would exceed the shorter
of three years and the exhaustion of the NOL.
DWS’s policy is to vote
case-by-case on management proposals for poison pill ratification, considering the following factors,
if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
| ■ | The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent); |
| ■ | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill
upon exhaustion or expiration of NOLs); |
| ■ | The company's existing governance structure including: board independence, existing takeover defenses,
track record of responsiveness to shareholders, and any other problematic governance concerns; and |
| ■ | Any other factors that may be applicable. |
Proxy Voting Disclosure,
Confidentiality, and Tabulation
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals regarding proxy voting mechanics, taking
into consideration whether implementation of the proposal is likely to enhance or protect shareholder
rights. Specific issues covered under the policy include, but are not limited to, confidential voting
of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions
and/or broker non-votes in the company's vote-counting methodology.
While a variety of factors may
be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in
the proxy voting process. The factors considered, as applicable to the proposal, may include:
| ■ | The scope and structure of the proposal; |
| ■ | The company's stated confidential voting policy (or other relevant policies) and whether it ensures
a "level playing field" by providing shareholder proponents with equal access to vote information
prior to the annual meeting; |
| ■ | The company's vote standard for management and shareholder proposals and whether it ensures consistency
and fairness in the proxy voting process and maintains the integrity of vote results; |
| ■ | Whether the company's disclosure regarding its vote counting method and other relevant voting policies
with respect to management and shareholder proposals are consistent and clear; |
| ■ | Any recent controversies or concerns related to the company's proxy voting mechanics; |
| ■ | Any unintended consequences resulting from implementation of the proposal; and |
| ■ | Any other factors that may be relevant. |
Ratification Proposals:
Management Proposals to Ratify Existing Charter or Bylaw Provisions
General Recommendation:
DWS’s policy is to generally vote against management proposals to ratify provisions of the company’s
existing charter or bylaws, unless these governance provisions align with best practice.
In addition, voting against/withhold
from individual directors, members of the governance committee, or the full board may be warranted, considering:
| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot; |
| ■ | The board's rationale for seeking ratification; |
| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail; |
| ■ | Disclosure of shareholder engagement regarding the board’s ratification request; |
| ■ | The level of impairment to shareholders' rights caused by the existing provision; |
| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings; |
| ■ | Whether the current provision was adopted in response to the shareholder proposal; |
| ■ | The company's ownership structure; and |
| ■ | Previous use of ratification proposals to exclude shareholder proposals. |
Reimbursing Proxy Solicitation
Expenses
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to reimburse proxy solicitation expenses.
When voting in conjunction with
support of a dissident slate, DWS’s policy is to generally vote for the reimbursement of all appropriate
proxy solicitation expenses associated with the election.
DWS’s policy is to generally
vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection
with nominating one or more candidates in a contested election where the following apply:
| ■ | The election of fewer than 50 percent of the directors to be elected is contested in the election; |
| ■ | One or more of the dissident’s candidates is elected; |
| ■ | Shareholders are not permitted to cumulate their votes for directors; and |
The election occurred, and the
expenses were incurred, after the adoption of this bylaw.
Reincorporation Proposals
General Recommendation: Management
or shareholder proposals to change a company's state of incorporation should be evaluated case-by-case,
giving consideration to both financial and corporate governance concerns including the following:
| ■ | Reasons for reincorporation; |
| ■ | Comparison of company's governance practices and provisions prior to and following the reincorporation;
and |
| ■ | Comparison of corporation laws of original state and destination state. |
DWS’s policy is to generally
vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder Ability to Act
by Written Consent
General Recommendation:
DWS’s policy is to generally vote against management and shareholder proposals to restrict or prohibit
shareholders' ability to act by written consent.
DWS’s policy is to generally
vote for management and shareholder proposals that provide shareholders with the ability to act by written
consent, taking into account the following factors:
| ■ | Shareholders' current right to act by written consent; |
| ■ | The inclusion of exclusionary or prohibitive language; |
| ■ | Investor ownership structure; and |
| ■ | Shareholder support of, and management's response to, previous shareholder proposals. |
DWS’s policy is to vote
case-by-case on shareholder proposals if, in addition to the considerations above, the company has the
following governance and antitakeover provisions:
| ■ | An unfettered18 right for shareholders to call special meetings at a 10 percent threshold; |
| ■ | A majority vote standard in uncontested director elections; |
| ■ | No non-shareholder-approved pill; and |
| ■ | An annually elected board. |
18 "Unfettered"
means no restrictions on agenda items, no restrictions on the number of shareholders who can group together
to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater
than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.
Shareholder Ability to Call
Special Meetings
General Recommendation:
DWS’s policy is to generally vote against management or shareholder proposals to restrict or prohibit
shareholders’ ability to call special meetings.
DWS’s policy is to generally
vote for management or shareholder proposals that provide shareholders with the ability to call special
meetings taking into account the following factors:
| ■ | Shareholders’ current right to call special meetings; |
| ■ | Minimum ownership threshold necessary to call special meetings (10 percent preferred); |
| ■ | The inclusion of exclusionary or prohibitive language; |
| ■ | Investor ownership structure; and |
| ■ | Shareholder support of, and management’s response to, previous shareholder proposals. |
Stakeholder Provisions
General Recommendation:
DWS’s policy is to generally vote against proposals that ask the board to consider non-shareholder
constituencies or other non-financial effects when evaluating a merger or business combination.
State Antitakeover Statutes
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals to opt in or out of state takeover statutes (including
fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions,
and anti-greenmail provisions).
Supermajority Vote Requirements
General Recommendation:
DWS’s policy is to generally vote against proposals to require a supermajority shareholder vote.
| ■ | DWS’s policy is to generally vote for management or shareholder proposals to reduce supermajority
vote requirements. However, for companies with shareholder(s) who have significant ownership levels, DWS’s
policy is to generally vote case-by-case, taking into account: |
| ■ | Quorum requirements; and |
Virtual Shareholder Meetings
General Recommendation:
DWS’s policy is to generally vote for management proposals allowing for the convening of shareholder
meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged
to disclose the circumstances under which virtual-only19 meetings would be held, and to allow
for comparable rights and opportunities for shareholders to participate electronically as they would have
during an in-person meeting.
19 Virtual-only shareholder
meeting” refers to a meeting of shareholders that is held exclusively using technology without a
corresponding in-person meeting.
DWS’s policy is to vote
case-by-case on shareholder proposals concerning virtual-only meetings, considering:
| ■ | Scope and rationale of the proposal; and |
| ■ | Concerns identified with the company’s prior meeting practices. |
CAPITAL / RESTRUCTURING
Capital
Adjustments to Par Value
of Common Stock
General Recommendation:
DWS’s policy is to generally vote for management proposals to reduce the par value of common stock
unless the action is being taken to facilitate an anti-takeover device or some other negative corporate
governance action.
DWS’s policy is to vote
for management proposals to eliminate par value.
Common Stock Authorization
General Authorization Requests
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to increase the number of authorized
shares of common stock that are to be used for general corporate purposes:
| ■ | if share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote
for an increase of up to 50% of current authorized shares |
| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current
authorized shares. |
| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current
share usage. |
| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split
adjusted authorization. |
DWS’s policy is to generally
vote against proposed increases, even if within the above ratios, if the proposal or the company’s
prior or ongoing use of authorized shares is problematic, including, but not limited to:
| ■ | The proposal seeks to increase the number of authorized shares of the class of common stock that has
superior voting rights to other share classes; |
| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact
that it would result in an excessive increase in the share authorization; |
| ■ | The company has a non-shareholder approved poison pill (including an NOL pill); or |
| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices
substantially below market value, or with problematic voting rights, without shareholder approval. |
However, DWS’s policy is
to generally vote for proposed increases beyond the above ratios or problematic situations when there
is disclosure of specific and severe risks to shareholders of not approving the request, such as:
| ■ | In, or subsequent to, the company’s most recent 10-k filing, the company discloses that there
is substantial doubt about its ability to continue as a going concern; |
| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders
do not approve the increase in authorized capital; or |
| ■ | A government body has in the past year required the company to increase capital ratios. |
For companies incorporated in
states that allow increases in authorized capital without shareholder approval, DWS’s policy is
to generally vote withhold or against all nominees if a unilateral capital authorization increase does
not conform to the above policies.
Specific Authorization Requests
General Recommendation:
DWS’s policy is to generally vote for proposals to increase the number of authorized common shares
where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as
acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed
in the proxy statement, that warrant support. For such transactions, the allowable increase will be the
greater of:
| ■ | twice the amount needed to support the transactions on the ballot, and |
| ■ | the allowable increase as calculated for general issuances above. |
Dual Class Structure
General Recommendation:
DWS’s policy is to generally vote against proposals to create a new class of common stock unless:
| ■ | The company discloses a compelling rationale for the dual-class capital structure, such as: |
| ■ | The company's auditor has concluded that there is substantial doubt about the company's ability to
continue as a going concern; or |
| ■ | The new class of shares will be transitory; |
| ■ | The new class is intended for financing purposes with minimal or no dilution to current shareholders
in both the short term and long term; and |
| ■ | The new class is not designed to preserve or increase the voting power of an insider or significant
shareholder. |
Issue Stock for Use with
Rights Plan
General Recommendation:
DWS’s policy is to generally vote against proposals that increase authorized common stock for the
explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill).
Preemptive Rights
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals that seek pre-emptive rights,
taking into consideration:
| ■ | The size of the company; |
| ■ | The shareholder base; and |
| ■ | The liquidity of the stock. |
Preferred Stock Authorization
General Authorization Requests
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals to increase the number of authorized shares of preferred
stock that are to be used for general corporate purposes as follows:
| ■ | If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote
for an increase of up to 50% of current authorized shares. |
| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase up to 100% of current
authorized shares. |
| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current
share usage. |
| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split
adjusted authorization. |
| ■ | If no preferred shares are currently issued and outstanding, vote against the request, unless the
company discloses a specific use for the shares. |
DWS’s policy is to generally
vote against proposed increases, even if within the above ratios, if the proposal or the company’s
prior or ongoing use of authorized shares is problematic, including, but not limited to:
| ■ | If the shares requested are blank check preferred shares that can be used for antitakeover purposes20; |
| ■ | The company seeks to increase a class of non-convertible preferred shares entitled to more than one
vote per share on matters that do not solely affect the rights of preferred stockholders “supervoting
shares”); |
| ■ | The company seeks to increase a class of convertible preferred shares entitled to a number of votes
greater than the number of common shares into which they are convertible (“supervoting shares”)
on matters that do not solely affect the rights of preferred stockholders; |
| ■ | The stated intent of the increase in the general authorization is to allow the company to increase
an existing designated class of supervoting preferred shares; |
| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact
that it would result in an excessive increase in the share authorization; |
| ■ | The company has a non-shareholder approved poison pill (including NOL pill); or |
| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices
substantially below market value, or with problematic voting rights, without shareholder approval. |
20 To be acceptable,
appropriate disclosure would be needed that the shares are “declawed”; i.e., representation
by the board that it will not, without prior stockholder approval, issue or use the preferred stock for
any defensive or anti-takeover purpose or for the purpose of implementing any stockholder rights plan.
However, DWS’s policy is
to generally vote for proposed increases beyond the above ratios or problematic situations when there
is disclosure of specific and severe risks to shareholders of not approving the request, such as:
| ■ | In, or subsequent to, the company’s most recent 10-k filing, the company discloses that there
is substantial doubt about its ability to continue as a going concern; |
| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders
do not approve the increase in authorized capital; or |
| ■ | A government body has in the past year required the company to increase capital ratios. |
For companies incorporated in
states that allow increases in authorized capital without shareholder approval, DWS’s policy is
to generally vote withhold or against all nominees if a unilateral capital authorization increase does
not conform to the above policies.
Specific Authorization Requests
General Recommendation:
DWS’s policy is to generally vote for proposals to increase the number of authorized preferred shares
where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as
acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed
in the proxy statement, that warrant support. For such transactions, the allowable increase will be the
greater of:
| ■ | twice the amount needed to support the transactions on the ballot, and |
| ■ | the allowable increase as calculated for general issuances above. |
Recapitalization Plans
General Recommendation:
DWS’s policy is to generally vote case-by-case on recapitalizations (reclassifications of securities),
taking into account the following:
| ■ | More simplified capital structure; |
| ■ | Fairness of conversion terms; |
| ■ | Impact on voting power and dividends; |
| ■ | Reasons for the reclassification; |
| ■ | Conflicts of interest; and |
| ■ | Other alternatives considered. |
Reverse Stock Splits
General Recommendation: DWS’s
policy is to generally vote for management proposals to implement a reverse stock split if:
| ■ | The number of authorized shares will be proportionately reduced; or |
| ■ | The effective increase in authorized shares is equal to or less than the allowable increase calculated
in accordance with ISS' Common Stock Authorization policy. |
DWS’s policy is to generally
vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration
the following factors:
| ■ | Stock exchange notification to the company of a potential delisting; |
| ■ | Disclosure of substantial doubt about the company's ability to continue as a going concern without
additional financing; |
| ■ | The company's rationale; or |
| ■ | Other factors as applicable. |
Share Issuance Mandates
at U.S. Domestic Issuers Incorporated Outside the U.S.
General Recommendation: For
U.S. domestic Issuers incorporated outside the U.S. and listed solely on a U.S. exchange, DWS’ policy
is to generally vote for resolutions to authorize the issuance of common shares up to 20% of currently
issued common share capital, where not tied to a specific transaction or financing proposal.
For pre-revenue or other early-stage
companies that are heavily reliant on periodic equity financing, DWS’ policy is to generally vote
for resolutions to authorize the issuance of common shares up to 50% of currently issued common share
capital. The burden of proof will be on the company to establish that it has a need for the higher limit.
Renewal of such mandates should
be sought at each year’s annual meeting.
DWS’s policy is to generally
vote case-by-case on share issuances for a specific transaction or financing proposal.
Share Repurchase Programs
General Recommendation:
For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely
on U.S. exchanges, DWS’s policy is to generally vote for management proposals to institute open-market
share repurchase plans in which all shareholders may participate on equal terms, or to grant the board
authority to conduct open-market repurchases, in the absence of company-specific concerns regarding:
| ■ | The use of buybacks to inappropriately manipulate incentive compensation metrics, |
| ■ | Threats to the company's long-term viability, or |
| ■ | Other company-specific factors as warranted. |
DWS’s policy is to generally
vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the
stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase
shares from insiders at a premium to market price.
Share Repurchase Programs
Shareholder Proposals
General Recommendation:
DWS’s policy is to generally vote against shareholder proposals prohibiting executives from selling
shares of company stock during periods in which the company has announced that it may or will be repurchasing
shares of its stock. DWS’s policy is to generally vote for the proposal when there is a pattern
of abuse by executives exercising options or selling shares during periods of share buybacks.
Stock Distributions: Splits
and Dividends
General Recommendation:
DWS’s policy is to generally vote for management proposals to increase the common share authorization
for stock split or stock dividend, provided that the effective increase in authorized shares is equal
to or is less than the allowable increase calculated in accordance with ISS' Common Stock Authorization
policy.
Tracking Stock
General Recommendation:
DWS’s policy is to generally vote case-by-case on the creation of tracking stock, weighing the strategic
value of the transaction against such factors as:
| ■ | Adverse governance changes; |
| ■ | Excessive increases in authorized capital stock; |
| ■ | Unfair method of distribution; |
| ■ | Diminution of voting rights; |
| ■ | Adverse conversion features; |
| ■ | Negative impact on stock option plans; and |
| ■ | Alternatives such as spin-off. |
Restructuring
Appraisal Rights
General Recommendation: DWS’s
policy is to generally vote for proposals to restore or provide shareholders with rights of appraisal.
Asset Purchases
General Recommendation:
DWS’s policy is to generally vote case-by-case on asset purchase proposals, considering the following
factors:
| ■ | Financial and strategic benefits; |
| ■ | How the deal was negotiated; |
| ■ | Other alternatives for the business; |
Asset Sales
General Recommendation:
DWS’s policy is to generally vote case-by-case on asset sales, considering the following factors:
| ■ | Impact on the balance sheet/working capital; |
| ■ | Potential elimination of diseconomies; |
| ■ | Anticipated financial and operating benefits; |
| ■ | Anticipated use of funds; |
| ■ | Value received for the asset; |
| ■ | How the deal was negotiated; |
Bundled Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on bundled or “conditional” proxy proposals.
In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged
items. In instances when the joint effect of the conditioned items is not in shareholders’ best
interests, vote against the proposals. If the combined effect is positive, support such proposals.
Conversion of Securities
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals regarding conversion of securities. When evaluating
these proposals, the investor should review the dilution to existing shareholders, the conversion price
relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.
DWS’s policy is to vote
for the conversion if it is expected that the company will be subject to onerous penalties or will be
forced to file for bankruptcy if the transaction is not approved.
Corporate Reorganization/Debt
Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to increase common and/or preferred
shares and to issue shares as part of a debt restructuring plan, after evaluating:
| ■ | Dilution to existing shareholders' positions; |
| ■ | Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion;
termination penalties; exit strategy; |
| ■ | Financial issues - company's financial situation; degree of need for capital; use of proceeds; effect
of the financing on the company's cost of capital; |
| ■ | Management's efforts to pursue other alternatives; |
| ■ | Control issues - change in management; change in control, guaranteed board and committee seats; standstill
provisions; voting agreements; veto power over certain corporate actions; and |
| ■ | Conflict of interest - arm's length transaction, managerial incentives. |
DWS’s policy is to generally
vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction
is not approved.
Formation of Holding Company
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals regarding the formation of a holding
company, taking into consideration the following:
| ■ | The reasons for the change; |
| ■ | Any financial or tax benefits; |
| ■ | Increases in capital structure; and |
| ■ | Changes to the articles of incorporation or bylaws of the company. |
Absent compelling financial reasons
to recommend for the transaction, DWS’s policy is to generally vote against the formation of a holding
company if the transaction would include either of the following:
| ■ | Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”);
or |
| ■ | Adverse changes in shareholder rights. |
Going Private and Going
Dark Transactions (LBOs and Minority Squeeze-outs)
General Recommendation:
DWS’s policy is to generally vote case-by-case on going private transactions, taking into account
the following:
| ■ | How the deal was negotiated; |
| ■ | Other alternatives/offers considered; and |
DWS’s policy is to vote
case-by-case on going dark transactions, determining whether the transaction enhances shareholder value
by taking into consideration:
| ■ | Whether the company has attained benefits from being publicly-traded (examination of trading volume,
liquidity, and market research of the stock); |
| ■ | Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
| ■ | Are all shareholders able to participate in the transaction? |
| ■ | Will there be a liquid market for remaining shareholders following the transaction? |
| ■ | Does the company have strong corporate governance? |
| ■ | Will insiders reap the gains of control following the proposed transaction? |
| ■ | Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Joint Ventures
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals to form joint ventures, taking into account the
following:
| ■ | Percentage of assets/business contributed; |
| ■ | Financial and strategic benefits; |
Liquidations
General Recommendation:
DWS’s policy is to generally vote case-by-case on liquidations, taking into account the following:
| ■ | Management’s efforts to pursue other alternatives; |
| ■ | Appraisal value of assets; and |
| ■ | The compensation plan for executives managing the liquidation. |
DWS’s policy is to generally
vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
General Recommendation:
DWS’s policy is to generally vote case-by-case on mergers and acquisitions. Review and evaluate
the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors
including:
| ■ | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer)
reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness,
emphasis is placed on the offer premium, market reaction, and strategic rationale. |
| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction
should cause closer scrutiny of a deal. |
| ■ | Strategic rationale - Does the deal make sense strategically? From where is the value derived?
Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management
should also have a favorable track record of successful integration of historical acquisitions. |
| ■ | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was
the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant
negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the
sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
| ■ | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and
inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors
and officers of the company may be more likely to vote to approve a merger than if they did not hold these
interests. Consider whether these interests may have influenced these directors and officers to support
or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of
this report is an aggregate figure that can in certain cases be a misleading indicator of the true value
transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying
assumptions to determine whether a potential conflict exists. |
| ■ | Governance - Will the combined company have a better or worse governance profile than the current
governance profiles of the respective parties to the transaction? If the governance profile is to change
for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any
deterioration in governance. |
Private Placements/Warrants/Convertible
Debentures
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals regarding private placements, warrants, and convertible
debentures taking into consideration:
| ■ | Dilution to existing shareholders' position: The amount and timing of shareholder ownership dilution
should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although
newly issued common stock, absent pre-emptive rights, is typically dilutive to existing shareholders,
share price appreciation is often the necessary event to trigger the exercise of "out of the money"
warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution
is mitigated by the increase in the company's stock price that must occur to trigger the dilutive event. |
| ■ | Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion,
conversion features, termination penalties, exit strategy): |
The
terms of the offer should be weighed against the alternatives of the company and in light of company's
financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants
should be at a premium to the then prevailing stock price at the time of private placement.
When
evaluating the magnitude of a private placement discount or premium, consider factors that influence the
discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity,
information asymmetry, and anticipation of future performance.
The
company's financial condition;
Degree
of need for capital;
Use
of proceeds;
Effect
of the financing on the company's cost of capital;
Current
and proposed cash burn rate;
Going
concern viability and the state of the capital and credit markets.
| ■ | Management's efforts to pursue alternatives and whether the company engaged in a process to evaluate
alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing
alternatives can include joint ventures, partnership, merger, or sale of part or all of the company. |
Change
in management;
Change
in control;
Guaranteed
board and committee seats;
Standstill
provisions;
Voting
agreements;
Veto
power over certain corporate actions; and
Minority
versus majority ownership and corresponding minority discount or majority control premium.
Conflicts
of interest should be viewed from the perspective of the company and the investor.
Were
the terms of the transaction negotiated at arm's length? Are managerial incentives aligned with shareholder
interests?
The
market's response to the proposed deal. A negative market reaction is a cause for concern. Market reaction
may be addressed by analysing the one-day impact on the unaffected stock price.
DWS’s policy is to generally
vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private
placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.
Reorganization/Restructuring
Plan (Bankruptcy)
General Recommendation: DWS’s
policy is to generally vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization,
considering the following factors including, but not limited to:
| ■ | Estimated value and financial prospects of the reorganized company; |
| ■ | Percentage ownership of current shareholders in the reorganized company; |
| ■ | Whether shareholders are adequately represented in the reorganization process (particularly through
the existence of an Official Equity Committee); |
| ■ | The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses
the cause(s); |
| ■ | Existence of a superior alternative to the plan of reorganization; and |
| ■ | Governance of the reorganized company. |
Special Purpose Acquisition
Corporations (SPACs)
General Recommendation:
DWS’s policy is to generally vote case-by-case on SPAC mergers and acquisitions taking into account
the following:
| ■ | Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent
fairness opinion and the financials on the target may be limited. Compare the conversion price with the
intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate
value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of
SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity. |
| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction
may be a cause for concern. Market reaction may be addressed by analysing the one-day impact on the unaffected
stock price. |
| ■ | Deal timing - A main driver for most transactions is that the SPAC charter typically requires
the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation,
market reaction, and potential conflicts of interest for deals that are announced close to the liquidation
date. |
| ■ | Negotiations and process - What was the process undertaken to identify potential target companies
within specified industry or location specified in charter? Consider the background of the sponsors. |
| ■ | Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders?
Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather
than a third party or if management is encouraged to pay a higher price for the target because of an 80
percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent
of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to
close the deal since its charter typically requires a transaction to be completed within the 18-24 month
timeframe. |
| ■ | Voting agreements - Are the sponsors entering into enter into any voting agreements/tender
offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights? |
| ■ | Governance - What is the impact of having the SPAC CEO or founder on key committees following
the proposed merger? |
Special Purpose Acquisition
Corporations (SPACs) - Proposals for Extensions
General Recommendation:
DWS’s policy is to generally vote case-by-case on SPAC extension proposals taking into account the
length of the requested extension, the status of any pending transaction(s) or progression of the acquisition
process, any added incentive for non-redeeming shareholders, and any prior extension requests.
| ■ | Length of request: Typically, extension requests range from two to six months, depending on
the progression of the SPAC's acquisition process. |
| ■ | Pending transaction(s) or progression of the acquisition process: Sometimes an initial business
combination was already put to a shareholder vote, but, for varying reasons, the transaction could not
be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC
has entered into a definitive transaction agreement, but needs additional time to consummate or hold the
shareholder meeting. |
| ■ | Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders)
will contribute, typically as a loan to the company, additional funds that will be added to the redemption
value of each public share as long as such shares are not redeemed in connection with the extension request.
The purpose of the "equity kicker" is to incentivize shareholders to hold their shares through
the end of the requested extension or until the time the transaction is put to a shareholder vote, rather
than electing redemption at the extension proposal meeting. |
| ■ | Prior extension requests: Some SPACs request additional time beyond the extension period sought
in prior extension requests. |
Spin-offs
General Recommendation:
DWS’s policy is to generally vote case-by-case on spin-offs, considering:
| ■ | Tax and regulatory advantages; |
| ■ | Planned use of the sale proceeds; |
| ■ | Benefits to the parent company; |
| ■ | Corporate governance changes; |
| ■ | Changes in the capital structure. |
Value Maximization Shareholder
Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals seeking to maximize shareholder
value by:
| ■ | Hiring a financial advisor to explore strategic alternatives; |
| ■ | Liquidating the company and distributing the proceeds to shareholders. |
These proposals should be evaluated
based on the following factors:
| ■ | Prolonged poor performance with no turnaround in sight; |
| ■ | Signs of entrenched board and management (such as the adoption of takeover defenses); |
| ■ | Strategic plan in place for improving value; |
| ■ | Likelihood of receiving reasonable value in a sale or dissolution; and |
| ■ | The company actively exploring its strategic options, including retaining a financial advisor. |
COMPENSATION
Executive Pay Evaluation
Advisory Votes on Executive
Compensation—Management Proposals (Say-on-Pay)
General Recommendation:
DWS’s policy is to generally vote case-by-case on ballot items related to executive pay and practices,
as well as certain aspects of outside director compensation.
DWS’s policy is to vote
against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:
| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
| ■ | The company maintains significant problematic pay practices; |
| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders. |
DWS’s policy is to generally
vote against or withhold from the members of the Compensation Committee and potentially the full board
if:
| ■ | There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance
misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues
raised previously, or a combination thereof; |
| ■ | The board fails to respond adequately to a previous SOP proposal that received less than 70 percent
support of votes cast; |
| ■ | The company has recently practiced or approved problematic pay practices, such as option repricing
or option backdating; or |
| ■ | The situation is egregious. |
Frequency of Advisory Vote
on Executive Compensation ("Say When on Pay")
General Recommendation:
DWS’s policy is to generally vote for annual advisory votes on compensation, which provide the most
consistent and clear communication channel for shareholder concerns about companies' executive pay programs.
Voting on Golden Parachutes
in an Acquisition, Merger, Consolidation, or Proposed Sale
General Recommendation: DWS’s
policy is to generally vote case-by-case on say on Golden Parachute proposals, including consideration
of existing change-in-control arrangements maintained with named executive officers but also considering
new or extended arrangements.
Features that may result in an
“against” recommendation include one or more of the following, depending on the number, magnitude,
and/or timing of issue(s):
| ■ | Single- or modified-single-trigger cash severance; |
| ■ | Single-trigger acceleration of unvested equity awards; |
| ■ | Full acceleration of equity awards granted shortly before the change in control; |
| ■ | Acceleration of performance awards above the target level of performance without compelling rationale; |
| ■ | Excessive cash severance (generally >3x base salary and bonus); |
| ■ | Excise tax gross-ups triggered and payable; |
| ■ | Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity
value); or |
| ■ | Recent amendments that incorporate any problematic features (such as those above) or recent actions
(such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements
that may not be in the best interests of shareholders; or |
| ■ | The company's assertion that a proposed transaction is conditioned on shareholder approval of the
golden parachute advisory vote. |
Recent amendment(s) that incorporate
problematic features will tend to carry more weight on the overall analysis. However, the presence of
multiple legacy problematic features will also be closely scrutinized.
In cases where the golden parachute
vote is incorporated into a company's advisory vote on compensation (management say-on-pay), DWS will
evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to
that component of the overall evaluation.
Equity-Based and Other Incentive
Plans
General Recommendation:
DWS’s policy is to generally vote case-by-case on certain equity-based compensation plans21
depending on a combination of certain plan features and equity grant practices, where positive factors
may counterbalance negative factors, and vice versa, as evaluated using an "Equity Plan Scorecard"
(EPSC) approach with three pillars:
| ■ | Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market
cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and
considering both: |
SVT
based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised
grants; and
SVT
based only on new shares requested plus shares remaining for future grants.
Quality
of disclosure around vesting upon a change in control (CIC);
Discretionary
vesting authority;
Liberal
share recycling on various award types;
Lack
of minimum vesting period for grants made under the plan;
Dividends
payable prior to award vesting.
The
company’s three-year burn rate relative to its industry/market cap peers;
Vesting
requirements in CEO's recent equity grants (3-year look-back);
The
estimated duration of the plan (based on the sum of shares remaining available and the new shares requested,
divided by the average annual shares granted in the prior three years);
The
proportion of the CEO's most recent equity grants/awards subject to performance conditions;
Whether
the company maintains a sufficient claw-back policy;
Whether
the company maintains sufficient post-exercise/vesting share-holding requirements.
21 Proposals evaluated
under the EPSC policy generally include those to approve or amend (1) stock option plans for employees
and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors,
and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will
be further evaluated case-by-case.
DWS’s policy is to generally
vote against the plan proposal if the combination of above factors indicates that the plan is not, overall,
in shareholders' interests, or if any of the following egregious factors ("overriding factors")
apply:
| ■ | Awards may vest in connection with a liberal change-of-control definition; |
| ■ | The plan would permit repricing or cash buyout of underwater options without shareholder approval
(either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting
it when the company has a history of repricing – for non-listed companies); |
| ■ | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect
under certain circumstances; |
| ■ | The plan is excessively dilutive to shareholders' holdings; |
| ■ | The plan contains an evergreen (automatic share replenishment) feature; or |
| ■ | Any other plan features are determined to have a significant negative impact on shareholder interests. |
Further Information on certain
EPSC Factors:
Shareholder Value Transfer
(SVT)
The cost of the equity plans
is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model
that assesses the amount of shareholders’ equity flowing out of the company to employees and directors.
SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares
proposed, shares available under existing plans, and shares granted but unexercised (using two measures,
in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types
are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for
example, full-value awards), the assumption is made that all awards to be granted will be the most expensive
types.
For proposals that are not subject
to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a
company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each
industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT
levels for each industry are established based on these top performers’ historic SVT. Regression
analyses are run on each industry group to identify the variables most strongly correlated to SVT. The
benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging
the company-specific performance measures, size and cash compensation into the industry cap equations
to arrive at the company’s benchmark.22
22 For plans evaluated
under the Equity Plan Scorecard policy, the company's SVT benchmark is considered along with other factors.
Three-Year Value-Adjusted
Burn Rate
A “Value-Adjusted Burn
Rate” is used for stock plan valuations. Value-Adjusted Burn Rate benchmarks will be calculated
as the greater of: (1) an industry-specific threshold based on three-year burn rates within the company's
GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500) and non-Russell 3000 index;
and (2) a de minimis threshold established separately for each of the S&P 500, the Russell 3000 index
less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes will
be limited to a predetermined range above or below the prior year's burn-rate benchmark.
The Value-Adjusted Burn rate
is calculated as follows:
Value-Adjusted Burn Rate = ((#
of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock
price)) / (Weighted average common shares * stock price).
Egregious Factors
Liberal Change in Control
Definition
DWS’s policy is to generally
vote against equity plans if the plan has a liberal definition of change in control and the equity awards
could vest upon such liberal definition of change in control, even though an actual change in control
may not occur. Examples of such a definition include, but are not limited to, announcement or commencement
of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval
of a merger or other transactions, or similar language.
Repricing Provisions
DWS’s policy is to generally
vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate
rights (SARs) without prior shareholder approval. "Repricing" typically includes the ability
to do any of the following:
| ■ | Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options
or SARs; |
| ■ | Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is
less than the exercise price of the original options or SARs; |
| ■ | Cancel underwater options in exchange for stock awards; or |
| ■ | Provide cash buyouts of underwater options. |
DWS’s policy is to generally
vote against or withhold from members of the Compensation Committee who approved repricing (as defined
above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are
allowed in their equity plan.
DWS’s policy is to generally
vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without
shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and
the applicable listing standards would not preclude them from doing so.
Problematic Pay Practices
or Significant Pay-for-Performance Disconnect
If the equity plan on the ballot
is a vehicle for problematic pay practices, DWS’s policy is to generally vote against the plan.
DWS’s policy is to generally
vote against an equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment.
Considerations in voting against the equity plan may include, but are not limited to:
| ■ | Severity of the pay-for-performance misalignment; |
| ■ | Whether problematic equity grant practices are driving the misalignment; and/or |
| ■ | Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs. |
Amending Cash and Equity
Plans (including Approval for Tax Deductibility (162(m))
General Recommendation:
DWS’s policy is to generally vote case-by-case on amendments to cash and equity incentive plans.
DWS’s policy is to generally
vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| ■ | Addresses administrative features only; or |
| ■ | Seeks approval for Section 162(m) purposes only and the plan administering committee consists entirely
of independent directors. Note that if the company is presenting the plan to shareholders for the first
time for any reason (including after the company’s initial public offering), or if the proposal
is bundled with other material plan amendments, then the recommendation will be case-by-case (see below). |
DWS’s policy is to generally
vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| ■ | Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist
entirely of independent directors. |
DWS’s policy is to generally
vote case-by-case on all other proposals to amend c ash incentive plans. This includes plans presented
to shareholders for the first time after the company's IPO and/or proposals that bundle material amendment(s)
other than those for Section 162(m) purposes.
DWS’s policy is to generally
vote case-by-case on all other proposals to amend equity incentive plans, considering the following:
| ■ | If the proposal requests additional shares and/or the amendments include a term extension or addition
of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation
as well as an analysis of the overall impact of the amendments. |
| ■ | If the plan is being presented to shareholders for the first time (including after the company's IPO),
whether or not additional shares are being requested, the recommendation will be based on the Equity Plan
Scorecard evaluation as well as an analysis of the overall impact of any amendments. |
| ■ | If there is no request for additional shares and the amendments do not include a term extension or
addition of full value awards as an award type, then the recommendation will be based entirely on an analysis
of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational
purposes. |
In the first two case-by-case
evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.
Specific Treatment of Certain
Award Types in Equity Plan Evaluations
Dividend Equivalent Rights
Options that have Dividend Equivalent
Rights (DERs) associated with them will have a higher calculated award value than those without DERs under
the binomial model, based on the value of these dividend streams. The higher value will be applied to
new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications.
DERS transfer more shareholder equity to employees and non-employee directors and this cost should be
captured.
Operating Partnership (OP)
Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
For Real Estate Investment Trusts
(REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP)
units in the share count for the purposes of determining: (1) market capitalization in the Shareholder
Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.
Other Compensation Plans
401(k) Employee Benefit
Plans
General Recommendation:
DWS’s policy is to generally vote for proposals to implement a 401(k) savings plan for employees.
Employee Stock Ownership
Plans (ESOPs)
General Recommendation: DWS’s
policy is to generally vote for proposals to implement an ESOP or increase authorized shares for existing
ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding
shares).
Employee Stock Purchase
Plans—Qualified Plans
General Recommendation:
DWS’s policy is to generally vote case-by-case on qualified employee stock purchase plans. DWS’s
policy is to generally vote for employee stock purchase plans where all of the following apply:
| ■ | Purchase price is at least 85 percent of fair market value; |
| ■ | Offering period is 27 months or less; and |
| ■ | The number of shares allocated to the plan is 10 percent or less of the outstanding shares. |
DWS’s policy is to generally
vote against qualified employee stock purchase plans where when the plan features do not meet all of the
above criteria.
Employee Stock Purchase
Plans—Non-Qualified Plans
General Recommendation:
DWS’s policy is to generally vote case-by-case on nonqualified employee stock purchase plans. DWS’s
policy is to generally vote for nonqualified employee stock purchase plans with all the following features:
| ■ | Broad-based participation; |
| ■ | Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base
salary; |
| ■ | Company matching contribution up to 25 percent of employee’s contribution, which is effectively
a discount of 20 percent from market value; and |
| ■ | No discount on the stock price on the date of purchase when there is a company matching contribution. |
DWS’s policy is to generally
vote against nonqualified employee stock purchase plans when the plan features do not meet all of the
above criteria. If the matching contribution or effective discount exceeds the above, DWS may evaluate
the SVT cost of the plan as part of the assessment.
Option Exchange Programs/Repricing
Options
General Recommendation: DWS’s
policy is to generally vote case-by-case on management proposals seeking approval to exchange/reprice
options taking into consideration:
| ■ | Historic trading patterns--the stock price should not be so volatile that the options are likely to
be back “in-the-money” over the near term; |
| ■ | Rationale for the re-pricing--was the stock price decline beyond management's control; |
| ■ | Is this a value-for-value exchange; |
| ■ | Are surrendered stock options added back to the plan reserve; |
| ■ | Timing--repricing should occur at least one year out from any precipitous drop in company's stock
price; |
| ■ | Option vesting--does the new option vest immediately or is there a black-out period; |
| ■ | Term of the option--the term should remain the same as that of the replaced option; |
| ■ | Exercise price--should be set at fair market or a premium to market; |
| ■ | Participants--executive officers and directors must be excluded. |
If the surrendered options are
added back to the equity plans for re-issuance, then also take into consideration the company’s
total cost of equity plans and its three-year average burn rate.
In addition to the above considerations,
evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate
why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options
after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants
additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise
price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three
years) so as not to suggest that repricings are being done to take advantage of short-term downward price
movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the
stock price.
DWS’s policy is to generally
vote for shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
General Recommendation: DWS’s
policy is to generally vote case-by-case on plans that provide participants with the option of taking
all or a portion of their cash compensation in the form of stock.
DWS’s policy is to generally
vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
DWS’s policy is to generally
vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases
where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity
program will be considered using the binomial option pricing model. In an effort to capture the total
cost of total compensation, DWS will not make any adjustments to carve out the in-lieu-of cash compensation.
Transfer Stock Option (TSO)
Programs
General Recommendation: One-time
Transfers: DWS’s policy is to generally vote against or withhold from compensation committee members
if they fail to submit one-time transfers to shareholders for approval.
DWS’s policy is to generally
vote case-by-case on one-time transfers. DWS’s policy is to generally vote for such proposals if:
| ■ | Executive officers and non-employee directors are excluded from participating; |
| ■ | Stock options are purchased by third-party financial institutions at a discount to their fair value
using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate
financial models; and |
| ■ | There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should
provide a clear explanation of why options are being transferred to a third-party institution and whether
the events leading up to a decline in stock price were beyond management's control. A review of the company's
historic stock price volatility should indicate if the options are likely to be back “in-the-money”
over the near term.
Ongoing TSO program: DWS’s
policy is to generally vote against equity plan proposals if the details of ongoing TSO programs are not
provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO
program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered
in evaluating these proposals include, but not limited, to the following:
| ■ | Cost of the program and impact of the TSOs on company’s total option expense; and |
| ■ | Option repricing policy. |
Amendments to existing plans
that allow for introduction of transferability of stock options should make clear that only options granted
post-amendment shall be transferable.
Director Compensation
Shareholder Ratification
of Director Pay Programs
General Recommendation:
DWS’s policy is to generally vote case-by-case on management proposals seeking ratification of non-employee
director compensation, based on the following factors:
| ■ | If the equity plan under which non-employee director grants are made is on the ballot, whether or
not it warrants support; and |
| ■ | An assessment of the following qualitative factors: |
The
relative magnitude of director compensation as compared to companies of a similar profile;
The
presence of problematic pay practices relating to director compensation;
Director
stock ownership guidelines and holding requirements;
Equity
award vesting schedules;
The
mix of cash and equity-based compensation;
Meaningful
limits on director compensation;
The
availability of retirement benefits or perquisites; and
The
quality of disclosure surrounding director compensation.
Equity Plans for Non-Employee
Directors
General Recommendation: DWS’s
policy is to generally vote case-by-case on compensation plans for non-employee directors, based on:
| ■ | The total estimated cost of the company’s equity plans relative to industry/market cap peers,
measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested
plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
| ■ | The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances);
and |
| ■ | The presence of any egregious plan features (such as an option repricing provision or liberal CIC
vesting risk). |
On occasion, non-employee director
stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive
stock plans. In such cases, DWS’s policy is to generally vote case-by-case on the plan taking into
consideration the following qualitative factors:
| ■ | The relative magnitude of director compensation as compared to companies of a similar profile; |
| ■ | The presence of problematic pay practices relating to director compensation; |
| ■ | Director stock ownership guidelines and holding requirements; |
| ■ | Equity award vesting schedules; |
| ■ | The mix of cash and equity-based compensation; |
| ■ | Meaningful limits on director compensation; |
| ■ | The availability of retirement benefits or perquisites; and |
| ■ | The quality of disclosure surrounding director compensation. |
Non-Employee Director Retirement
Plans
General Recommendation: DWS’s
policy is to generally vote against retirement plans for non-employee directors. DWS’s policy is
to generally vote for shareholder proposals to eliminate retirement plans for non-employee directors.
Shareholder Proposals on
Compensation
Bonus Banking/Bonus Banking
“Plus”
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals seeking deferral of a portion of annual
bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus
was earned (whether for the named executive officers or a wider group of employees), taking into account
the following factors:
| ■ | The company’s past practices regarding equity and cash compensation; |
| ■ | Whether the company has a holding period or stock ownership requirements in place, such as a meaningful
retention ratio (at least 50 percent for full tenure); and |
| ■ | Whether the company has a rigorous claw-back policy in place. |
Compensation Consultants—Disclosure
of Board or Company’s Utilization
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals seeking disclosure regarding the company,
board, or compensation committee’s use of compensation consultants, such as company name, business
relationship(s), and fees paid.
Disclosure/Setting Levels
or Types of Compensation for Executives and Directors
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals seeking additional disclosure of executive
and director pay information, provided the information requested is relevant to shareholders' needs, would
not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome
to the company.
DWS’s policy is to generally
vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate
the amount or form of compensation (such as types of compensation elements or specific metrics) to be
used for executive or directors.
DWS’s policy is to generally
vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order
to qualify as a director or to remain on the board.
DWS’s policy is to generally
vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into
account relevant factors, including but not limited to: company performance, pay level and design versus
peers, history of compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive
nature of the proposal.
Golden Coffins/Executive
Death Benefits
General Recommendation:
DWS’s policy is to generally vote for proposals calling for companies to adopt a policy of obtaining
shareholder approval for any future agreements and corporate policies that could oblige the company to
make payments or awards following the death of a senior executive in the form of unearned salary or bonuses,
accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments
or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals
for which the broad-based employee population is eligible.
Hold Equity Past Retirement
or for a Significant Period of Time
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals asking companies to adopt
policies requiring senior executive officers to retain a portion of net shares acquired through compensation
plans. The following factors will be taken into account:
| ■ | The percentage/ratio of net shares required to be retained; |
| ■ | The time period required to retain the shares; |
| ■ | Whether the company has equity retention, holding period, and/or stock ownership requirements in place
and the robustness of such requirements; |
| ■ | Whether the company has any other policies aimed at mitigating risk taking by executives; |
| ■ | Executives' actual stock ownership and the degree to which it meets or exceeds the proponent’s
suggested holding period/retention ratio or the company’s existing requirements; and |
| ■ | Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus. |
Pay Disparity
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals calling for an analysis of the pay disparity
between corporate executives and other non-executive employees. The following factors will be considered:
| ■ | The company’s current level of disclosure of its executive compensation setting process, including
how the company considers pay disparity; |
| ■ | If any problematic pay practices or pay-for-performance concerns have been identified at the company;
and |
| ■ | The level of shareholder support for the company's pay programs. |
DWS’s policy is to generally
vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific
way to set or limit executive pay.
Pay for Performance/Performance-Based
Awards
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals requesting that a significant
amount of future long-term incentive compensation awarded to senior executives shall be performance-based
and requesting that the board adopt and disclose challenging performance metrics to shareholders, based
on the following analytical steps:
| ■ | First, vote for shareholder proposals advocating the use of performance-based equity awards, such
as performance contingent options or restricted stock, indexed options or premium-priced options, unless
the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial”
portion of performance-based awards for its top executives. Standard stock options and performance-accelerated
awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced
options should have a meaningful premium to be considered performance-based awards. |
| ■ | Second, assess the rigor of the company’s performance-based equity program. If the bar set for
the performance-based program is too low based on the company’s historical or peer group comparison,
generally vote for the proposal. Furthermore, if target performance results in an above target payout,
vote for the shareholder proposal due to program’s poor design. If the company does not disclose
the performance metric of the performance-based equity program, vote for the shareholder proposal regardless
of the outcome of the first step to the test. |
DWS’s policy is to generally
vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay for Superior Performance
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals that request the board establish
a pay-for-superior performance standard in the company's executive compensation plan for senior executives.
These proposals generally include the following principles:
| ■ | Set compensation targets for the plan’s annual and long-term incentive pay components at or
below the peer group median; |
| ■ | Deliver a majority of the plan’s target long-term compensation through performance-vested, not
simply time-vested, equity awards; |
| ■ | Provide the strategic rationale and relative weightings of the financial and non-financial performance
metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
| ■ | Establish performance targets for each plan financial metric relative to the performance of the company’s
peer companies; |
| ■ | Limit payment under the annual and performance-vested long-term incentive components of the plan to
when the company’s performance on its selected financial performance metrics exceeds peer group
median performance. |
Consider the following factors
in evaluating this proposal:
| ■ | What aspects of the company’s annual and long-term equity incentive programs are performance
driven? |
| ■ | If the annual and long-term equity incentive programs are performance driven, are the performance
criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
| ■ | Can shareholders assess the correlation between pay and performance based on the current disclosure? |
| ■ | What type of industry and stage of business cycle does the company belong to? |
Pre-Arranged Trading Plans
(10b5-1 Plans)
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals calling for the addition of certain
safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include:
| ■ | Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed in a Form 8-K; |
| ■ | Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances,
as determined by the board; |
| ■ | Request that a certain number of days that must elapse between adoption or amendment of a 10b5-1 Plan
and initial trading under the plan; |
| ■ | Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
| ■ | An executive may not trade in company stock outside the 10b5-1 Plan; |
| ■ | Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions
for the executive. |
Prohibit Outside CEOs from
Serving on Compensation Committees
General Recommendation: DWS’s
policy is to generally vote against proposals seeking a policy to prohibit any outside CEO from serving
on a company’s compensation committee, unless the company has demonstrated problematic pay practices
that raise concerns about the performance and composition of the committee.
Recoupment of Incentive
or Stock Compensation in Specified Circumstances
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to recoup incentive cash or stock compensation
made to senior executives if it is later determined that the figures upon which incentive compensation
is earned turn out to have been in error, or if the senior executive has breached company policy or has
engaged in misconduct that may be significantly detrimental to the company's financial position or reputation,
or if the senior executive failed to manage or monitor risks that subsequently led to significant financial
or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases
where an executive's fraud, misconduct, or negligence significantly contributed to a restatement of financial
results that led to the awarding of unearned incentive compensation. However, such policies may be narrow
given that not all misconduct or negligence may result in significant financial restatements. Misconduct,
negligence or lack of sufficient oversight by senior executives may lead to significant financial loss
or reputational damage that may have long-lasting impact.
In considering whether to support
such shareholder proposals, DWS will take into consideration the following factors:
| ■ | If the company has adopted a formal recoupment policy; |
| ■ | The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup
incentive or stock compensation; |
| ■ | Whether the company has chronic restatement history or material financial problems; |
| ■ | Whether the company’s policy substantially addresses the concerns raised by the proponent; |
| ■ | Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof;
or |
| ■ | Any other relevant factors. |
Severance Agreements for
Executives/Golden Parachutes
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals requiring that golden parachutes or
executive severance agreements be submitted for shareholder ratification, unless the proposal requires
shareholder approval prior to entering into employment contracts.
DWS’s policy is to generally
vote case-by-case on proposals to ratify or cancel golden parachutes. An acceptable parachute should include,
but is not limited to, the following:
| ■ | The triggering mechanism should be beyond the control of management; |
| ■ | The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation
during the five years prior to the year in which the change of control occurs); |
| ■ | Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken
place, and (2) termination of the executive as a result of the change in control. Change in control is
defined as a change in the company ownership structure. |
Share Buyback Impact on
Incentive Program Metrics
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals requesting the company exclude the impact
of share buybacks from the calculation of incentive program metrics, considering the following factors:
| ■ | The frequency and timing of the company's share buybacks; |
| ■ | The use of per-share metrics in incentive plans; |
| ■ | The effect of recent buybacks on incentive metric results and payouts; and |
| ■ | Whether there is any indication of metric result manipulation. |
Supplemental Executive Retirement
Plans (SERPs)
General Recommendation:
DWS’s policy is to generally vote for shareholder proposals requesting to put extraordinary benefits
contained in SERP agreements to a shareholder vote unless the company’s executive pension plans
do not contain excessive benefits beyond what is offered under employee-wide plans.
DWS’s policy is to generally
vote for shareholder proposals requesting to limit the executive benefits provided under the company’s
supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s
annual salary or those pay elements covered for the general employee population.
Tax Gross-Up Proposals
General Recommendation: DWS’s
policy is to generally vote for proposals calling for companies to adopt a policy of not providing tax
gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan,
policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate
tax equalization policy.
Termination of Employment
Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals seeking a policy requiring
termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested
equity.
The following factors will be
considered:
| ■ | The company's current treatment of equity upon employment termination and/or in change-in-control
situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity
by acquiring company, the treatment of performance shares, etc.); |
| ■ | Current employment agreements, including potential poor pay practices such as gross-ups embedded in
those agreements. |
DWS’s policy is to generally
vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards
to senior executives upon a voluntary termination of employment or in the event of a change in control
(except for pro rata vesting considering the time elapsed and attainment of any related performance goals
between the award date and the change in control).
ROUTINE / MISCELLANEOUS
Adjourn Meeting
General Recommendation:
DWS’s policy is to generally vote against proposals to provide management with the authority to
adjourn an annual or special meeting absent compelling reasons to support the proposal.
DWS’s policy is to generally
vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting
that merger or transaction. DWS’s policy is to generally vote against proposals if the wording is
too vague or if the proposal includes "other business."
Amend Quorum Requirements
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to reduce quorum requirements for shareholder
meetings below a majority of the shares outstanding, taking into consideration:
| ■ | The new quorum threshold requested; |
| ■ | The rationale presented for the reduction; |
| ■ | The market capitalization of the company (size, inclusion in indices); |
| ■ | The company’s ownership structure; |
| ■ | Previous voter turnout or attempts to achieve quorum; |
| ■ | Any provisions or commitments to restore quorum to a majority of shares outstanding, should voter
turnout improve sufficiently; and |
| ■ | Other factors as appropriate. |
In general, a quorum threshold
kept as close to a majority of shares outstanding as is achievable is preferred.
DWS’s policy is to generally
vote case-by-case on directors who unilaterally lower the quorum requirements below a majority of the
shares outstanding, taking into consideration the factors listed above.
Amend Minor Bylaws
General Recommendation:
DWS’s policy is to generally vote for bylaw or charter changes that are of a housekeeping nature
(updates or corrections).
Change Company Name
General Recommendation:
DWS’s policy is to generally vote for proposals to change the corporate name unless there is compelling
evidence that the change would adversely impact shareholder value.
Change Date, Time, or Location
of Annual Meeting
General Recommendation:
DWS’s policy is to generally vote for management proposals to change the date, time, or location
of the annual meeting unless the proposed change is unreasonable.
DWS’s policy is to generally
vote against shareholder proposals to change the date, time, or location of the annual meeting unless
the current scheduling or location is unreasonable.
Other Business
General Recommendation:
DWS’s policy is to generally vote against proposals to approve other business when it appears as
a voting item.
SOCIAL AND ENVIRONMENTAL
ISSUES
General Recommendation:
DWS’s policy will consider the Coalition for Environmentally Responsible Economies (“CERES”)
recommendation on environmental and social matters contained in the CERES Roadmap 2030 as well as the
recommendations of ISS Socially Responsible Investment “SRI” Policy on social and sustainability
issues. DWS will rely on ISS to identify shareholder proposals addressing CERES Roadmap 2030 to examine
theses proxy items and to provide DWS with a voting recommendation based on ISS’s application of
the Guidelines including any factors set forth in the Guidelines. DWS will generally vote such proxies
in accordance with ISS’ recommendations for topics covered under CERES Roadmap 2030.
General Approach
DWS’s policy is to generally
vote for social and environmental shareholder proposals that are in the best economic interest of clients.
DWS’s general policy is to vote for disclosure reports that seek additional information particularly
when it appears companies have not adequately addressed shareholders' social, workforce, and environmental
concerns. In determining vote recommendations on shareholder social, workforce, and environmental proposals,
DWS will analyze the following factors:
| ■ | Whether the proposal itself is well framed and reasonable; |
| ■ | Whether adoption of the proposal would have either a positive or negative impact on the company’s
short-term or long-term share value |
| ■ | Whether the company’s analysis and voting recommendation to shareholders is persuasive |
| ■ | The degree to which the company’s stated position on the issues could affect its reputation
or sales, or leave it vulnerable to boycott or selective purchasing |
| ■ | Whether the subject of the proposal is best left to the discretion of the board |
| ■ | Whether the issues presented in the proposal are best dealt with through legislation, government regulation,
or company-specific action |
| ■ | The company’s approach compared with its peers or any industry standard practices for addressing
the issue(s) raised by the proposal |
| ■ | Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised
by the proposal |
| ■ | Whether there are significant controversies, fines, penalties or litigation associated with the company’s
practices related to the issue(s) raised in the proposal |
| ■ | If the proposal requests increased disclosure or greater transparency, whether sufficient information
is publicly available to shareholders and whether it would be unduly burdensome for the company to compile
and avail the requested information to shareholders in a more comprehensive or amalgamated fashion |
| ■ | Whether implementation of the proposal would achieve the objectives sought in the proposal |
Endorsement of Principles
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals seeking a company's endorsement of principles
that support a particular public policy position. Endorsing a set of principles may require a company
to take a stand on an issue that is beyond its own control and may limit its flexibility with respect
to future developments. Management and the board should be afforded the flexibility to make decisions
on specific public policy positions based on their own assessment of the most beneficial strategies for
the company.
Animal Welfare
Animal Welfare Policies
General Recommendation:
DWS’s policy is to generally vote for proposals seeking a report on a company’s animal welfare
standards, or animal welfare-related risks, considering whether:
| ■ | The company has already published a set of animal welfare standards and monitors compliance; |
| ■ | The company’s standards are comparable to industry peers; and |
| ■ | There are no recent significant fines, litigation, or controversies related to the company’s
and/or its suppliers' treatment of animals. |
Animal Testing
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to phase out the use of animals in product
testing, considering whether:
| ■ | The company is conducting animal testing programs that are unnecessary or not required by regulation; |
| ■ | The company is conducting animal testing when suitable alternatives are commonly accepted and used
by industry peers; or |
| ■ | There are recent, significant fines or litigation related to the company’s treatment of animals. |
Animal Slaughter
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals requesting the implementation of Controlled
Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required
by legislation or generally accepted as the industry standard.
DWS’s policy is to generally
vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company
and/or supplier operations considering the availability of existing research conducted by the company
or industry groups on this topic and any fines or litigation related to current animal processing procedures
at the company.
Consumer Issues
Genetically Modified Ingredients
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals requesting that a company voluntarily
label genetically engineered (GE) ingredients in its products.
DWS’s policy is to generally
vote for proposals asking for a report on the feasibility of labeling products containing GE ingredients,
taking into account:
| ■ | The potential impact of such labelling on the company's business; |
| ■ | The quality of the company’s disclosure on GE product labelling, related voluntary initiatives,
and how this disclosure compares with industry peer disclosure; and |
| ■ | Company’s current disclosure on the feasibility of GE product labelling. |
DWS’s policy is to generally
vote case-by-case on proposals seeking a report on the social, health, and environmental effects of genetically
modified organisms (GMOs).
DWS’s policy is to generally
vote against proposals to phase out GE ingredients from the company's products, or proposals asking for
reports outlining the steps necessary to eliminate GE ingredients from the company’s products.
Reports on Potentially Controversial
Business/Financial Practices
General Recommendation:
DWS’s policy is to generally vote for requests for reports on a company’s potentially controversial
business or financial practices or products, taking into account:
| ■ | Whether the company has adequately disclosed mechanisms in place to prevent abuses; |
| ■ | Whether the company has adequately disclosed the financial risks of the products/practices in question; |
| ■ | Whether the company has been subject to violations of related laws or serious controversies; and |
| ■ | Peer companies’ policies/practices in this area. |
Pharmaceutical Pricing,
Access to Medicines, and Prescription Drug Reimportation
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals requesting that companies implement
specific price restraints on pharmaceutical products taking into account whether the company fails to
adhere to legislative guidelines or industry norms in its product pricing practices.
DWS’s policy is to generally
vote for proposals requesting that a company report on its product pricing or access to medicine policies,
considering:
| ■ | The potential for reputational, market, and regulatory risk exposure; |
| ■ | Existing disclosure of relevant policies; |
| ■ | Deviation from established industry norms; |
| ■ | Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
| ■ | Whether the proposal focuses on specific products or geographic regions; |
| ■ | The potential burden and scope of the requested report; |
| ■ | Recent significant controversies, litigation, or fines at the company. |
DWS’s policy is to generally
vote for proposals requesting that a company report on the financial and legal impact of its prescription
drug reimportation policies unless such information is already publicly disclosed.
DWS’s policy is to generally
vote case-by-case on proposals requesting that companies adopt specific policies to encourage or constrain
prescription drug reimportation.
Product Safety and Toxic/Hazardous
Materials
General Recommendation:
DWS’s policy is to generally vote for proposals requesting that a company report on its policies,
initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety
in its supply chain, considering whether:
| ■ | The company already discloses similar information through existing reports such as a supplier code
of conduct and/or a sustainability report; |
| ■ | The company has formally committed to the implementation of a toxic/hazardous materials and/or product
safety and supply chain reporting and monitoring program based on industry norms or similar standards
within a specified time frame; and |
| ■ | The company has not been recently involved in relevant significant controversies, fines, or litigation. |
DWS’s policy is to generally
vote for resolutions requesting that companies develop a feasibility assessment to phase-out of certain
toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated
with utilizing certain materials, considering:
| ■ | The company’s current level of disclosure regarding its product safety policies, initiatives,
and oversight mechanisms; |
| ■ | Current regulations in the markets in which the company operates; and |
| ■ | Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at
the company. |
DWS’s policy is to generally
vote case-by-case on resolutions requiring that a company reformulate its products.
Tobacco-Related Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on resolutions regarding the advertisement of tobacco
products, considering:
| ■ | Recent related fines, controversies, or significant litigation; |
| ■ | Whether the company complies with relevant laws and regulations on the marketing of tobacco; |
| ■ | Whether the company’s advertising restrictions deviate from those of industry peers; |
| ■ | Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco
to youth; and |
| ■ | Whether restrictions on marketing to youth extend to foreign countries. |
DWS’s policy is to generally
vote case-by-case on proposals regarding second-hand smoke, considering;
| ■ | Whether the company complies with all laws and regulations; |
| ■ | The degree that voluntary restrictions beyond those mandated by law might hurt the company’s
competitiveness; and |
| ■ | The risk of any health-related liabilities. |
DWS’s policy is to generally
vote case-by-case on resolutions to cease production of tobacco-related products, to avoid selling products
to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities.
Such business decisions are better left to company management or portfolio managers.
DWS’s policy is to generally
vote case-by-case on proposals regarding tobacco product warnings.
Climate Change
Say on Climate (SoC) Management
Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on management proposals that request shareholders
to approve the company’s transition action plan23, taking into account the completeness
and rigor of the plan.
23 Variations of this
request also include climate transition related ambitions, or commitment to reporting on the implementation
of a climate plan.
Information that will be considered
where available includes the following:
| ■ | The extent to which the company’s climate related disclosures are in line with TCFD recommendations
and meet other market standards; |
| ■ | Disclosure of its operational and supply chain Green House Gas (GHG) emissions (Scopes 1, 2, and 3); |
| ■ | The completeness and rigor of company’s short-, medium-, and long-term targets for reducing
operational and supply chain GHG emissions (Scopes 1, 2 and 3 if relevant); |
| ■ | Whether the company has sought and received third-party approval that its targets are science-based; |
| ■ | Whether the company has made a commitment to be “net zero” for operational and supply
chain emissions (Scopes 1, 2, and 3) by 2050; |
| ■ | Whether the company discloses a commitment to report on the implementation of its plan in subsequent
years; |
| ■ | Whether the company’s climate data has received third-party assurance; |
| ■ | Disclosure of how the company’s lobbying activities and its capital expenditures align with
company strategy; |
| ■ | Whether there are specific industry decarbonization challenges; and |
| ■ | The company’s related commitment, disclosure, and performance compared to its industry peers. |
Say on Climate (SoC) Shareholder
Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals that request the company
to disclose a report on providing its GHG emissions levels and reduction targets and/or its upcoming/approved
climate transition action plan and provide shareholders the opportunity to express approval or disapproval
of its GHG emissions reduction plan, taking into account information such as the following:
| ■ | The completeness and rigor of the company’s climate-related disclosure; |
| ■ | The company’s actual GHG emissions performance; |
| ■ | Whether the company has been the subject of recent, significant violations, fines litigation, or controversy
related to its GHG emissions; and |
| ■ | Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Climate Change/Greenhouse
Gas (GHG) Emissions
General Recommendation:
DWS’s policy is to generally vote for resolutions requesting that a company disclose information
on the financial, physical, or regulatory risks it faces related to climate change on its operations and
investments or on how the company identifies, measures, and manages such risks, considering:
| ■ | Whether the company already provides current, publicly-available information on the impact that climate
change may have on the company as well as associated company policies and procedures to address related
risks and/or opportunities; |
| ■ | The company's level of disclosure compared to industry peers; and |
| ■ | Whether there are significant controversies, fines, penalties, or litigation associated with the company's
climate change-related performance. |
DWS’s policy is to generally
vote for on proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or
products and operations, considering whether:
| ■ | The company already discloses current, publicly-available information on the impacts that GHG emissions
may have on the company as well as associated company policies and procedures to address related risks
and/or opportunities; |
| ■ | The company's level of disclosure is comparable to that of industry peers; and |
| ■ | There are no significant, controversies, fines, penalties, or litigation associated with the company's
GHG emissions. |
DWS’s policy is to generally
vote for proposals that call for the adoption of GHG reduction goals from products and operations, taking
into account:
| ■ | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
| ■ | Whether company disclosure lags behind industry peers; |
| ■ | The company's actual GHG emissions performance; |
| ■ | The company's current GHG emission policies, oversight mechanisms, and related initiatives; and |
| ■ | Whether the company has been the subject of recent, significant violations, fines, litigation, or
controversy related to GHG emissions. |
Energy Efficiency
General Recommendation:
DWS’s policy is to generally vote for proposals requesting that a company report on its energy efficiency
policies, considering whether:
| ■ | The company complies with applicable energy efficiency regulations and laws, and discloses its participation
in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance
measures; or |
| ■ | The proponent requests adoption of specific energy efficiency goals within specific timelines. |
Renewable Energy
General Recommendation:
DWS’s policy is to generally vote for requests for reports on the feasibility of developing renewable
energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s
line of business.
DWS’s policy is to generally
vote case-by-case on proposals seeking increased investment in renewable energy resources taking into
consideration whether the terms of the resolution are overly restrictive.
DWS’s policy is to generally
vote for proposals that call for the adoption of renewable energy goals, taking into account:
| ■ | The scope and structure of the proposal; |
| ■ | The company's current level of disclosure on renewable energy use and GHG emissions; and |
| ■ | The company's disclosure of policies, practices, and oversight implemented to manage GHG emissions
and mitigate climate change risks. |
Diversity
Board Diversity
General Recommendation:
DWS’s policy is to generally vote for requests for reports on a company's efforts to diversify the
board, considering whether:
| ■ | The gender and racial minority representation of the company’s board is reasonably inclusive
in relation to companies of similar size and business; and |
| ■ | The board already reports on its nominating procedures and gender and racial minority initiatives
on the board and within the company. |
DWS’s policy is to generally
vote for proposals asking a company to increase the gender and racial minority representation on its board,
taking into account:
| ■ | The degree of existing gender and racial minority diversity on the company’s board and among
its executive officers; |
| ■ | The level of gender and racial minority representation that exists at the company’s industry
peers; |
| ■ | The company’s established process for addressing gender and racial minority board representation; |
| ■ | Whether the proposal includes an overly prescriptive request to amend nominating committee charter
language; |
| ■ | The independence of the company’s nominating committee; |
| ■ | Whether the company uses an outside search firm to identify potential director nominees; and |
| ■ | Whether the company has had recent controversies, fines, or litigation regarding equal employment
practices. |
Equality of Opportunity
General Recommendation:
DWS’s policy is to generally vote for proposals requesting a company disclose its diversity policies
or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity
data, including requests for EEO-1 data, considering whether:
| ■ | The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner; |
| ■ | The company already publicly discloses comprehensive workforce diversity data; and |
| ■ | The company has no recent significant EEO-related violations or litigation. |
DWS’s policy is to generally
vote for shareholder proposals requesting nondiscrimination in salary, wages and all benefits.
DWS’s policy is to generally
vote for shareholder proposals calling for action on equal employment opportunity and antidiscrimination.
DWS’s policy is to generally
vote case-by-case on proposals seeking information on the diversity efforts of suppliers and service providers.
Gender Identity, Sexual
Orientation, and Domestic Partner Benefits
General Recommendation:
DWS’s policy is to generally vote for proposals seeking to amend a company’s EEO statement
or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity.
DWS’s policy is to generally
vote for shareholder proposals seeking reports on a company’s initiatives to create a workplace
free of discrimination on the basis of sexual orientation or gender identity.
DWS’s policy is to generally
vote against shareholder proposals that seek to eliminate protection already afforded to gay and lesbian
employees.
Gender, Race / Ethnicity
Pay Gap
General Recommendation:
DWS’s policy is to generally vote for requests for reports on a company's pay data by gender or
race /ethnicity, or a report on a company’s policies and goals to reduce any gender, or race /ethnicity
pay gaps, taking into account:
| ■ | The company's current policies and disclosure related to both its diversity and inclusion policies
and practices and its compensation philosophy on fair and equitable compensation practices; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions
related to gender, race, or ethnicity pay gap issues; |
| ■ | The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives
is compared to its industry peers; and |
| ■ | Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial
minorities. |
Racial Equity and/or Civil
Rights Audit Guidelines
General Recommendation: DWS’s
policy is to generally vote for proposals asking a company to conduct an independent racial equity and/or
civil rights audit, taking into account:
| ■ | The company's established process or framework for addressing racial inequity and discrimination internally; |
| ■ | Whether the company adequately discloses workforce diversity and inclusion metrics and goals; |
| ■ | Whether the company has issued a public statement related to its racial justice efforts in recent
years; or has committed to internal policy review; |
| ■ | Whether the company has engaged with impacted communities, stakeholders, and civil rights experts; |
| ■ | The company’s track record in recent years of racial justice measures and outreach externally; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions
related to racial inequity or discrimination. |
Environment and Sustainability
Facility and Workplace Safety
General Recommendation: DWS’s
policy is to generally vote for requests for workplace safety reports, including reports on accident risk
reduction efforts, taking into account:
| ■ | The company’s current level of disclosure of its workplace health and safety performance data,
health and safety management policies, initiatives, and oversight mechanisms; |
| ■ | The nature of the company’s business, specifically regarding company and employee exposure to
health and safety risks; |
| ■ | Recent significant controversies, fines, or violations related to workplace health and safety; and |
| ■ | The company's workplace health and safety performance relative to industry peers. |
DWS’s policy is to generally
vote case-by-case on resolutions requesting that a company report on or implement safety/security risk
procedures associated with their operations and/or facilities, considering:
| ■ | The company’s compliance with applicable regulations and guidelines; |
| ■ | The company’s current level of disclosure regarding its security and safety policies, procedures,
and compliance monitoring; and |
| ■ | The existence of recent, significant violations, fines, or controversy regarding the safety and security
of the company’s operations and/or facilities. |
General Environmental Proposals
and Community Impact Assessments
General Recommendation:
DWS’s policy is to generally vote for requests for reports on policies and/or the potential (community)
social and/or environmental impact of company operations, considering:
| ■ | Current disclosure of applicable policies and risk assessment report(s) and risk management procedures; |
| ■ | The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be
associated with failure to manage the company’s operations in question, including the management
of relevant community and stakeholder relations; |
| ■ | The nature, purpose, and scope of the company’s operations in the specific region(s); |
| ■ | The degree to which company policies and procedures are consistent with industry norms; and |
| ■ | The scope of the resolution. |
Hydraulic Fracturing
General Recommendation:
DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's (natural
gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate
the potential community and environmental impacts of those operations, considering:
| ■ | The company's current level of disclosure of relevant policies and oversight mechanisms; |
| ■ | The company's current level of such disclosure relative to its industry peers; |
| ■ | Potential relevant local, state, or national regulatory developments; and |
| ■ | Controversies, fines, or litigation related to the company's hydraulic fracturing operations. |
Operations in Protected
Areas
General Recommendation:
DWS’s policy is to generally vote for requests for reports on potential environmental damage as
a result of company operations in protected regions, considering whether:
| ■ | Operations in the specified regions are not permitted by current laws or regulations; |
| ■ | The company does not currently have operations or plans to develop operations in these protected regions;
or |
| ■ | The company’s disclosure of its operations and environmental policies in these regions is comparable
to industry peers. |
DWS’s policy is to generally
vote for shareholder proposals asking companies to prepare reports or adopt policies on operations that
include mining, drilling or logging in environmentally sensitive areas.
DWS’s policy is to generally
vote for shareholder proposals seeking to curb or reduce the sale of products manufactured from materials
extracted from environmentally sensitive areas such as old growth forests.
Recycling
General Recommendation:
DWS’s policy is to generally vote for proposals to report on an existing recycling program or adopt
a new recycling program, taking into account:
| ■ | The nature of the company’s business; |
| ■ | The current level of disclosure of the company's existing related programs; |
| ■ | The timetable and methods of program implementation prescribed by the proposal; |
| ■ | The company’s ability to address the issues raised in the proposal; and |
| ■ | How the company's recycling programs compare to similar programs of its industry peers. |
Sustainability Reporting
General Recommendation: DWS’s
policy is to generally vote for proposals requesting that a company report on its policies, initiatives,
and oversight mechanisms related to social, economic, and environmental sustainability, considering whether:
| ■ | The company already discloses similar information through existing reports or policies such as an
environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity
report; or |
| ■ | The company has formally committed to the implementation of a reporting program based on Global Reporting
Initiative (GRI) guidelines or a similar standard within a specified time frame. |
Water Issues
General Recommendation:
DWS’s policy is to generally vote for proposals requesting a company report on, or adopt a new policy
on, water-related risks and concerns, taking into account:
| ■ | The company's current disclosure of relevant policies, initiatives, oversight mechanisms, and water
usage metrics; |
| ■ | Whether or not the company's existing water-related policies and practices are consistent with relevant
internationally recognized standards and national/local regulations; |
| ■ | The potential financial impact or risk to the company associated with water-related concerns or issues;
and |
| ■ | Recent, significant company controversies, fines, or litigation regarding water use by the company
and its suppliers. |
General Corporate Issues
Charitable Contributions
General Recommendation:
DWS’s policy is to generally vote against proposals restricting a company from making charitable
contributions.
Charitable contributions are
generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence
of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions
are in the best interests of the company.
Data Security, Privacy,
and Internet Issues
General Recommendation:
DWS’s policy is to generally vote for proposals requesting the disclosure or implementation of data
security, privacy, or information access and management policies and procedures, considering:
| ■ | The level of disclosure of company policies and procedures relating to data security, privacy, freedom
of speech, information access and management, and Internet censorship; |
| ■ | Engagement in dialogue with governments or relevant groups with respect to data security, privacy,
or the free flow of information on the Internet; |
| ■ | The scope of business involvement and of investment in countries whose governments censor or monitor
the Internet and other telecommunications; |
| ■ | Applicable market-specific laws or regulations that may be imposed on the company; and |
| ■ | Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet
censorship. |
Environmental, Social, and
Governance (ESG) Compensation-Related Proposals
General Recommendation:
DWS’s policy is to generally vote for proposals seeking a report or additional disclosure on the
company’s approach, policies, and practices on incorporating environmental and social criteria into
its executive compensation strategy, considering:
| ■ | The scope and prescriptive nature of the proposal; |
| ■ | The company’s current level of disclosure regarding its environmental and social performance
and governance; |
| ■ | The degree to which the board or compensation committee already discloses information on whether it
has considered related environmental or social criteria; and |
| ■ | Whether the company has significant controversies or regulatory violations regarding social and/or
environmental issues. |
Human Rights, Human Capital
Management, and International Operations
Human Rights Proposals
General Recommendation:
DWS’s policy is to generally vote for proposals requesting a report on company or company supplier
labor and/or human rights standards and policies unless such information is already publicly disclosed.
DWS’s policy is to generally
vote for proposals to implement company or company supplier labor and/or human rights standards and policies,
considering:
The degree to which existing
relevant policies and practices are disclosed;
| ■ | Whether or not existing relevant policies are consistent with internationally recognized standards; |
| ■ | Whether company facilities and those of its suppliers are monitored and how; |
| ■ | Company participation in fair labor organizations or other internationally recognized human rights
initiatives; |
| ■ | Scope and nature of business conducted in markets known to have higher risk of workplace labor/human
rights abuse; |
| ■ | Recent, significant company controversies, fines, or litigation regarding human rights at the company
or its suppliers; |
| ■ | The scope of the request; and |
| ■ | Deviation from industry sector peer company standards and practices. |
DWS’s policy is to generally
vote for proposals requesting that a company conduct an assessment of the human rights risks in its operations
or in its supply chain, or report on its human rights risk assessment process, considering:
| ■ | The degree to which existing relevant policies and practices are disclosed, including information
on the implementation of these policies and any related oversight mechanisms; |
| ■ | The company’s industry and whether the company or its suppliers operate in countries or areas
where there is a history of human rights concerns; |
| ■ | Recent significant controversies, fines, or litigation regarding human rights involving the company
or its suppliers, and whether the company has taken remedial steps; and |
| ■ | Whether the proposal is unduly burdensome or overly prescriptive. |
Mandatory Arbitration
General Recommendation:
DWS’s policy is to generally vote for requests for a report on a company’s use of mandatory
arbitration on employment-related claims, taking into account:
| ■ | The company's current policies and practices related to the use of mandatory arbitration agreements
on workplace claims; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions
related to the use of mandatory arbitration agreements on workplace claims; and |
| ■ | The company's disclosure of its policies and practices related to the use of mandatory arbitration
agreements compared to its peers. |
Operations in High Risk
Markets
General Recommendation:
DWS’s policy is to generally vote for requests for a report on a company’s potential financial
and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring
state or politically/socially unstable region, taking into account:
| ■ | The nature, purpose, and scope of the operations and business involved that could be affected by social
or political disruption; |
| ■ | Current disclosure of applicable risk assessment(s) and risk management procedures; |
| ■ | Compliance with U.S. sanctions and laws; |
| ■ | Consideration of other international policies, standards, and laws; and |
| ■ | Whether the company has been recently involved in recent, significant controversies, fines, or litigation
related to its operations in "high-risk" markets. |
Outsourcing/Offshoring
General Recommendation:
DWS’s policy is to generally vote for proposals calling for companies to report on the risks associated
with outsourcing/plant closures, considering:
| ■ | Controversies surrounding operations in the relevant market(s); |
| ■ | The value of the requested report to shareholders; |
| ■ | The company’s current level of disclosure of relevant information on outsourcing and plant closure
procedures; and |
| ■ | The company’s existing human rights standards relative to industry peers. |
Sexual Harassment
General Recommendation:
DWS’s policy is to generally vote for requests for a report on company actions taken to strengthen
policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s
failure to prevent workplace sexual harassment, taking into account:
| ■ | The company’s current policies, practices, oversight mechanisms related to preventing workplace
sexual harassment; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions
related to workplace sexual harassment issues; and |
| ■ | The company’s disclosure regarding workplace sexual harassment policies or initiatives compared
to its industry peers. |
Weapons and Military Sales
General Recommendation:
DWS’s policy is to generally vote for reports on foreign military sales or offsets, taking into
account;
| ■ | When such disclosures may involve sensitive and confidential information |
DWS’s policy is to generally
vote for shareholder proposals seeking a report on the renouncement of future landmine production
DWS’s policy is to generally
vote for shareholder proposals requesting a report on the involvement, policies, and procedures related
to depleted uranium and nuclear weapons.
DWS’s policy is to generally
vote case-by-case on proposals that call for outright restrictions on foreign military sales.
DWS’s policy is to generally
vote for shareholder proposals asking companies to review and amend, if necessary, the company’s
code of conduct and statements of ethical criteria for military production related contract bids, awards
and execution.
Political Activities
Lobbying
General Recommendation:
DWS’s policy is to generally vote for proposals requesting information on a company’s lobbying
(including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:
| ■ | The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
| ■ | The company’s disclosure regarding trade associations or other groups that it supports, or is
a member of, that engage in lobbying activities; and |
| ■ | Recent significant controversies, fines, or litigation regarding the company’s lobbying-related
activities. |
Political Contributions
General Recommendation:
DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's political
contributions and trade association spending policies and activities, considering:
| ■ | The company's policies, and management and board oversight related to its direct political contributions
and payments to trade associations or other groups that may be used for political purposes; |
| ■ | The company's disclosure regarding its support of, and participation in, trade associations or other
groups that may make political contributions; and |
| ■ | Recent significant controversies, fines, or litigation related to the company's political contributions
or political activities. |
DWS’s policy is to generally
vote case-by-case on proposals barring a company from making political contributions. Businesses are affected
by legislation at the federal, state, and local level; barring political contributions can put the company
at a competitive disadvantage.
DWS’s policy is to generally
vote case-by-case on proposals to publish in newspapers and other media a company's political contributions.
Such publications could present significant cost to the company without providing commensurate value to
shareholders.
Political Expenditures and
Lobbying Congruency
General Recommendation: DWS’s
policy is to generally vote for proposals requesting greater disclosure of a company’s alignment
of political contributions, lobbying and electioneering spending with a company’s publicly stated
values and policies, unless the terms of the proposal are unduly restrictive. Additionally, DWS will consider
whether:
| ■ | The company's policies, management, board oversight, governance processes and level of disclosure
related to direct political contributions, lobbying activities, and payments to trade associations, political
action committees, or other groups that may be used for political purposes; |
| ■ | The company’s disclosure regarding: the reasons for its support of candidates for public offices;
the reasons for support of and participation in trade associations or other groups that may make political
contributions; and other political activities; |
| ■ | Any incongruencies identified between a company’s direct and indirect political expenditures
and its publicly stated values and priorities. |
| ■ | Recent significant controversies related to the company’s direct and indirect lobbying, political
contributions or political activities. |
DWS’s policy is to generally
vote case-by-case on proposals requesting comparison of a company’s political spending to objectives
that can mitigate material risk for the company, such as limiting global warming.
Political Ties
General Recommendation:
DWS’s policy is to generally vote for proposals asking a company to affirm political nonpartisanship
in the workplace, considering whether:
| ■ | There are no recent, significant controversies, fines, or litigation regarding the company’s
political contributions or trade association spending; and |
| ■ | The company has procedures in place to ensure that employee contributions to company-sponsored political
action committees (PACs) are strictly voluntary and prohibit coercion. |
DWS’s policy is to generally
vote for shareholder proposals calling for the disclosure of prior government service of the company’s
key executives.
REGISTERED INVESTMENT COMPANY
PROXIES
Election of Directors
General Recommendation:
DWS’s policy is to generally vote case-by-case on the election of directors and trustees.
Closed End Fund - Unilateral
Opt-In to Control Share Acquisition Statutes
General Recommendation:
For closed-end management investment companies (CEFs), DWS’s policy is to generally vote on a case-by-case
basis for nominating/governance committee members (or other directors on a case-by-case basis) at CEFs
that have not provided a compelling rationale for opting-in to a Control Share Acquisition Statute, nor
submitted a by-law amendment to a shareholder vote.
Converting Closed-end Fund
to Open-end Fund
General Recommendation: DWS’s
policy is to generally vote case-by-case on conversion proposals, considering the following factors:
| ■ | Past performance as a closed-end fund; |
| ■ | Market in which the fund invests; |
| ■ | Measures taken by the board to address the discount; and |
| ■ | Past shareholder activism, board activity, and votes on related proposals. |
Proxy Contests
General Recommendation:
DWS’s policy is to generally vote case-by-case on proxy contests, considering the following factors:
| ■ | Past performance relative to its peers; |
| ■ | Market in which the fund invests; |
| ■ | Measures taken by the board to address the issues; |
| ■ | Past shareholder activism, board activity, and votes on related proposals; |
| ■ | Strategy of the incumbents versus the dissidents; |
| ■ | Independence of directors; |
| ■ | Experience and skills of director candidates; |
| ■ | Governance profile of the company; |
| ■ | Evidence of management entrenchment. |
Investment Advisory Agreements
General Recommendation:
DWS’s policy is to generally vote case-by-case on investment advisory agreements, considering the
following factors:
| ■ | Proposed and current fee schedules; |
| ■ | Fund category/investment objective; |
| ■ | Share price performance as compared with peers; |
| ■ | Resulting fees relative to peers; |
| ■ | Assignments (where the advisor undergoes a change of control). |
Approving New Classes or
Series of Shares
General Recommendation:
DWS’s policy is to generally vote case-by-case on the establishment of new classes or series of
shares.
Preferred Stock Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on the authorization for or increase in preferred
shares, considering the following factors:
| ■ | Stated specific financing purpose; |
| ■ | Possible dilution for common shares; |
| ■ | Whether the shares can be used for antitakeover purposes. |
1940 Act Policies
General Recommendation:
DWS’s policy is to generally vote case-by-case on policies under the Investment Advisor Act of 1940,
considering the following factors:
| ■ | Potential competitiveness; |
| ■ | Regulatory developments; |
| ■ | Current and potential returns; and |
| ■ | Current and potential risk. |
DWS’s policy is to generally
vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus
of the fund and do comply with the current SEC interpretation.
Changing a Fundamental Restriction
to a Nonfundamental Restriction
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to change a fundamental restriction
to a non-fundamental restriction, considering the following factors:
| ■ | The fund's target investments; |
| ■ | The reasons given by the fund for the change; and |
| ■ | The projected impact of the change on the portfolio. |
Change Fundamental Investment
Objective to Nonfundamental
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to change a fund’s fundamental
investment objective to non-fundamental.
Name Change Proposals
General Recommendation:
DWS’s policy is to generally vote case-by-case on name change proposals, considering the following
factors:
| ■ | Political/economic changes in the target market; |
| ■ | Consolidation in the target market; and |
| ■ | Current asset composition. |
Change in Fund's Subclassification
General Recommendation:
DWS’s policy is to generally vote case-by-case on changes in a fund's sub-classification, considering
the following factors:
| ■ | Potential competitiveness; |
| ■ | Current and potential returns; |
| ■ | Consolidation in target industry. |
Business Development Companies—Authorization
to Sell Shares of Common Stock at a Price below Net Asset Value
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals authorizing the board to issue shares
below Net Asset Value (NAV) if:
| ■ | The proposal to allow share issuances below NAV has an expiration date no more than one year from
the date shareholders approve the underlying proposal, as required under the Investment Company Act of
1940; |
| ■ | The sale is deemed to be in the best interests of shareholders by (1) a majority of the company's
independent directors and (2) a majority of the company's directors who have no financial interest in
the issuance; and |
| ■ | The company has demonstrated responsible past use of share issuances by either: |
| ■ | Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or |
| ■ | Providing disclosure that its past share issuances were priced at levels that resulted in only small
or moderate discounts to NAV and economic dilution to existing non-participating shareholders. |
Disposition of Assets/Termination/Liquidation
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to dispose of assets, to terminate or
liquidate, considering the following factors:
| ■ | Strategies employed to salvage the company; |
| ■ | The fund’s past performance; |
| ■ | The terms of the liquidation. |
Changes to the Charter Document
General Recommendation:
DWS’s policy is to generally vote case-by-case on changes to the charter document, considering the
following factors:
| ■ | The degree of change implied by the proposal; |
| ■ | The efficiencies that could result; |
| ■ | The state of incorporation; |
| ■ | Regulatory standards and implications. |
Changing the Domicile of
a Fund
General Recommendation:
DWS’s policy is to generally vote case-by-case on re-incorporations, considering the following factors:
| ■ | Regulations of both states; |
| ■ | Required fundamental policies of both states; |
| ■ | The increased flexibility available. |
Authorizing the Board to
Hire and Terminate Subadvisers Without Shareholder Approval
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals authorizing the board to hire or terminate
subadvisers without shareholder approval if the investment adviser currently employs only one subadviser.
Distribution Agreements
General Recommendation:
DWS’s policy is to generally vote case-by-case on distribution agreement proposals, considering
the following factors:
| ■ | Fees charged to comparably sized funds with similar objectives; |
| ■ | The proposed distributor’s reputation and past performance; |
| ■ | The competitiveness of the fund in the industry; |
| ■ | The terms of the agreement. |
Master-Feeder Structure
General Recommendation:
DWS’s policy is to generally vote case-by-case on the establishment of a master-feeder structure.
Mergers
General Recommendation:
DWS’s policy is to generally vote case-by-case on merger proposals, considering the following factors:
| ■ | Resulting fee structure; |
| ■ | Performance of both funds; |
| ■ | Continuity of management personnel; |
| ■ | Changes in corporate governance and their impact on shareholder rights. |
Shareholder Proposals for
Mutual Funds
Establish Director Ownership
Requirement
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals that mandate a specific
minimum amount of stock that directors must own in order to qualify as a director or to remain on the
board.
Reimburse Shareholder for
Expenses Incurred
General Recommendation:
DWS’s policy is to generally vote case-by-case on shareholder proposals to reimburse proxy solicitation
expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.
Terminate the Investment
Advisor
General Recommendation:
DWS’s policy is to generally vote case-by-case on proposals to terminate the investment advisor,
considering the following factors:
| ■ | Performance of the fund’s Net Asset Value (NAV); |
| ■ | The fund’s history of shareholder relations; |
| ■ | The performance of other funds under the advisor’s management. |
INTERNATIONAL PROXY VOTING
The above guidelines pertain
to issuers organized in the United States. Proxies solicited by other issuers are voted in accordance
with international guidelines or the recommendation of ISS and in accordance with applicable law and regulation.
Appendix I
Classification of Directors
– U.S.
1. Executive
Director
| 1.1. | Current employee or current officer1 of the company or one of its affiliates2. |
2. Non-Independent
Non-Executive Director
Board
Identification
| 2.1. | Director identified as not independent by the board. |
Controlling/Significant
Shareholder
| 2.2. | Beneficial owner of more than 50 percent of the company's voting power (this may be aggregated if
voting power is distributed among more than one member of a group). |
Current
Employment at Company or Related Company
| 2.3. | Non-officer employee of the firm (including employee representatives). |
| 2.4. | Officer1, former officer, or general or limited partner of a joint venture or partnership
with the company. |
Former
Employment
| 2.5. | Former CEO of the company.3, 4 |
| 2.6. | Former non-CEO officer1 of the company or an affiliate2 within the past five
years. |
| 2.7. | Former officer1 of an acquired company within the past five years.4 |
| 2.8. | Officer1 of a former parent or predecessor firm at the time the company was sold or split
off within the past five years. |
| 2.9. | Former interim officer if the service was longer than 18 months. If the service was between 12 and
18 months, an assessment of the interim officer’s employment agreement will be made.5 |
Family
Members
| 2.10. | Immediate family member6 of a current or former officer1 of the company or its
affiliates2 within the last five years. |
| 2.11. | Immediate family member6 of a current employee of company or its affiliates2
where additional factors raise concern (which may include, but are not limited to, the following: a director
related to numerous employees; the company or its affiliates employ relatives of numerous board members;
or a non-Section 16 officer in a key strategic role). |
Professional,
Transactional, and Charitable Relationships
Director
who (or whose immediate family member6) currently provides professional services7
in excess of the $10,000 per year to the company, an affiliate2 or an individual officer of
the company or
| 2.12. | (an affiliate; or who is (or whose immediate family member6 is) a partner, employee or
controlling shareholder of, an organization which provides services. |
Director
who (or whose immediate family member6) currently has any material transactional relationship8
with the company or its affiliates2.
| 2.13. | ; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder
or an executive officer of, an organization which has the material transactional relationship8
(excluding investments in the company through a private placement). |
| 2.14. | Director who (or whose immediate family member6) is) a trustee, director, or employee of
a charitable or non-profit organization that receives material grants or endowments8 from the
company or its affiliates2. |
Other
Relationships
| 2.15. | Party to a voting agreement9 to vote in line with management on proposals being brought
to shareholder vote. |
| 2.16. | Has (or an immediate family member6 has) an interlocking relationship as defined by the
SEC involving members of the board of directors or its Compensation Committee.10 |
| 2.17. | Founder11 of the company but not currently an employee. |
| 2.18. | Director with pay comparable to Named Executive Officers. |
| 2.19. | Any material12 relationship with the company. |
3. Independent
Director
| 3.1. | No material12 connection to the company other than a board seat. |
Footnotes:
1 The definition of
officer will generally follow that of a “Section 16 officer” (officers subject to Section
16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial,
legal, technology, and accounting officers of a company (including the president, treasurer, secretary,
controller, or any vice president in charge of a principal business unit, division, or policy function).
Current interim officers are included in this category. For private companies, the equivalent positions
are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate
secretary) will generally be classified as a Non-Independent Non-Executive Director under 2.19: “Any
material relationship with the company.” However, if the company provides explicit disclosure that
the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity,
then the director will be classified as an Independent Director.
2 “Affiliate”
includes a subsidiary, sibling company, or parent company. 50 percent control ownership is used by the
parent company as the standard for applying its affiliate designation. The manager/advisor of an externally
managed issuer (EMI) is considered an affiliate.
3 Includes any former
CEO of the company prior to the company’s initial public offering (IPO).
4 When there is a former
CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, DWS will
generally classify such directors as independent unless determined otherwise taking into account the following
factors: the applicable listing standards determination of such director’s independence; any operating
ties to the firm; and the existence of any other conflicting relationships or related party transactions.
5 ISS will look at
the terms of the interim officer’s employment contract to determine if it contains severance pay,
long-term health and pension benefits, or other such standard provisions typically contained in contracts
of permanent, non-temporary CEOs. DWS will also consider if a formal search process was under way for
a full-time officer at the time.
6 “Immediate
family member” follows the SEC’s definition of such and covers spouses, parents, children,
stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing
the household of any director, nominee for director, executive officer, or significant shareholder of
the company.
7 Professional services
can be characterized as advisory in nature, generally involve access to sensitive company information
or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional
services generally include but are not limited to the following: investment banking/financial advisory
services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit
services, consulting services, marketing services, legal services, property management services, realtor
services, lobbying services, executive search services, and IT consulting services. The following would
generally be considered transactional relationships and not professional services: deposit services, IT
tech support services, educational services, and construction services. The case of participation in a
banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated
materiality test) rather than a professional relationship. “Of Counsel” relationships are
only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000
per year) from, or is a retired partner of, the firm providing the professional service. The case of a
company providing a professional service to one of its directors or to an entity with which one of its
directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance
services and marketing services are assumed to be professional services unless the company explains why
such services are not advisory.
8 A material transactional
relationship, including grants to non-profit organizations, exists if the company makes annual payments
to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent
of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater
of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing
standards. For a company that follows neither of the preceding standards, DWS will apply the NASDAQ-based
materiality test. (The recipient is the party receiving the financial proceeds from the transaction).
9 Dissident directors
who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified
as Independent Directors if an analysis of the following factors indicates that the voting agreement does
not compromise their alignment with all shareholders’ interests: the terms of the agreement; the
duration of the standstill provision in the agreement; the limitations and requirements of actions that
are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting
relationships or related party transactions.
10 Interlocks include:
executive officers serving as directors on each other’s compensation or similar committees (or,
in the absence of such a committee, on the board); or executive officers sitting on each other’s
boards and at least one serves on the other’s compensation or similar committees (or, in the absence
of such a committee, on the board).
11 The operating involvement
of the founder with the company will be considered; if the founder was never employed by the company,
DWS may deem him or her an Independent Director.
12 For purposes of
DWS’s director independence classification, “material” will be defined as a standard
of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially
influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on
an individual's ability to satisfy requisite fiduciary standards on behalf of shareholders.
|
|
ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
|
|
Portfolio Manager Disclosure:
As of the date of this report, the following
individual handles the day-to-day management of the Fund.
Juan Barriobero de la Pisa, CFA, CESGA,
Senior Portfolio Manager Equity and Portfolio Manager of the Fund
- DWS Head of Spanish Equities from 2007-2019 and Executive Member
of the Board at DWS Spain 2006-2018.
- Joined DWS in 1999 and the Fund in 2020.
- Degree in European Economic Sciences (ICADE E4), University Pontificia
de Comillas.
Compensation of Portfolio
Managers
The Advisor and its affiliates are part
of DWS. The brand DWS represents DWS Group GmbH & Co. KGaA (“DWS Group”) and any of its
subsidiaries such as DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory
services. DWS seeks to offer its investment professionals competitive short-term and long-term compensation
based on continuous, above average, fund performance relative to the market. This includes measurement
of short and long-term performance against industry and portfolio benchmarks. As employees of DWS, portfolio
managers are paid on a total compensation basis, which includes Fixed Pay (base salary) and Variable Compensation,
as set forth below. The compensation information below is provided as of the Fund’s most recent
annual report dated December 31, 2023.
| · | Fixed Pay (FP) is
the key and primary element of compensation for the majority of DWS employees and reflects the value of
the individual’s role and function within the organization. It rewards factors that an employee
brings to the organization such as skills and experience, while reflecting regional and divisional (i.e.
DWS) specifics. FP levels play a significant role in ensuring competitiveness of the Advisor and its affiliates
in the labor market, thus benchmarking provides a valuable input when determining FP levels. |
| · | Variable Compensation (VC)
is a discretionary compensation element that enables DWS Group to provide additional reward to employees
for their performance and behaviors, while reflecting DWS Group’s affordability and financial situation.
VC aims to: |
| o | Recognize that every employee
contributes to the DWS’s success through the franchise component of Variable Compensation (Franchise
Component), and |
| o | Reflect individual performance,
investment performance, behaviours and culture through discretionary individual VC (Individual Component).
|
Employee seniority as well as
divisional and regional specifics determine which VC elements are applicable for a given employee and
the conditions under which they apply. Both Franchise and Individual Components may be awarded in
shares or other share-based instruments and other deferral arrangements.
| · | VC can be delivered via
cash, restricted equity awards, and/or restricted incentive awards or restricted compensation. Restricted
compensation may include: |
| o | notional fund investments |
| o | restricted equity, notional
equity, |
| o | or such other form as DWS
may decide in its sole discretion |
| · | VC comprises a greater proportion
of total compensation as an employee’s seniority and total compensation level increase. Proportion
of VC delivered via a long-term incentive award, which is subject to performance conditions and forfeiture
provisions, will increase significantly as the amount of the VC increases. |
| · | Additional forfeiture and
claw back provisions, including complete forfeiture and claw back of VC may apply in certain events if
an employee is designated a Material Risk Taker. |
| · | For key investment professionals,
in particular, a portion of any long-term incentives will be in the form of notional investments aligned,
where possible, to the funds they manage. |
In general, each of the Advisor and
its advisory affiliates seek to offer their investment professionals competitive short-term and long-term
compensation based on continuous, above average, fund performance relative to the market. This includes
measurement of short and long-term performance against industry and portfolio benchmarks. To
evaluate their investment professionals in light of and consistent with the compensation principles set
forth above, the Advisor and its affiliates review investment performance for all accounts managed in
relation to the appropriate Morningstar peer group universe with respect to a fund, iMoneyNet peer group
with respect to a money market fund or relevant benchmark index(es) set forth in the governing documents
with respect to each other account type. The ultimate goal of this process is to evaluate the degree
to which investment professionals deliver investment performance that meets or exceeds their clients’
risk and return objectives. When determining total compensation, the Advisor and its affiliates consider
a number of quantitative, qualitative and other factors:
| - | Quantitative measures (e.g.
one-, three- and five-year pre-tax returns versus the appropriate Morningstar peer group universe for
a fund, or versus the appropriate iMoneyNet peer group for a money market fund or relevant benchmark index(es)
set forth in the governing documents with respect to each other account type, taking risk targets into
account) are utilized to measure performance. |
| - | Qualitative measures (e.g.
adherence to, as well as contributions to, the enhancement of the investment process) are included in
the performance review. |
| - | Other factors (e.g. non-investment
related performance, teamwork, adherence to compliance rules, risk management and "living the values"
of the Advisor and its affiliates) are included as part of a discretionary component of the review process,
giving management the ability to consider additional markers of performance on a subjective basis. |
| - | Furthermore, it is important
to note that DWS Group functions within a controlled environment based upon the risk limits established
by DWS Group’s Risk division, in conjunction with DWS Group management. Because risk consideration
is inherent in all business activities, performance assessment factors in an employee’s ability
to assess and manage risk. |
Fund Ownership of Portfolio
Managers
The following table shows the dollar range
of Fund shares owned beneficially and of record by each member of the Fund’s portfolio management
team as well as in all US registered Funds advised by DWS International GmbH as a group (the “Family
of Funds”), including investments by their immediate family members sharing the same household and
amounts invested through retirement and deferred compensation plans. This information is provided as of
the Fund’s most recent annual report dated December 31, 2023.
Name of
Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Dollar Range of All in the Family of Funds Shares Owned |
Juan Barriobero de la Pisa |
- |
- |
|
|
|
Conflicts of Interest
In addition to managing the assets of the
Fund, the Fund’s portfolio managers may have responsibility for managing other client accounts of
the Advisor or its affiliates. The tables below show, for each portfolio manager, the number and asset
size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment
vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for
individuals or organizations) managed by each portfolio manager. Total assets attributed to each portfolio
manager in the tables below include total assets of each account managed by them, although the manager
may only manage a portion of such account’s assets. For Funds subadvised by subadvisors unaffiliated
with DWS International GmbH, total assets of Funds managed may only include assets allocated to the portfolio
manager and not the total assets of each Fund managed. The tables also show the number of performance-based
fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance
of the account. This information is provided as of the Fund’s most recent annual report dated December
31, 2023.
Other SEC Registered Investment Companies
Managed:
Name of Portfolio Manager |
Number of Registered Investment Companies |
Total Assets of Registered Investment Companies |
Number of Investment Company Accounts with Performance Based Fee |
Total Assets of Performance- Based Fee Accounts |
Juan Barriobero de la Pisa |
- |
- |
- |
- |
Other Pooled Investment Vehicles Managed:
Name of Portfolio Manager |
Number of Pooled Investment Vehicles |
Total Assets of Pooled Investment Vehicles |
Number of Pooled Investment Vehicle Accounts with Performance-Based Fee |
Total Assets of Performance- Based Fee Accounts |
Juan Barriobero de la Pisa |
1 |
$63,026,320 |
- |
- |
Other Accounts Managed:
Name of Portfolio Manager |
Number of Other Accounts |
Total Assets of Other Accounts |
Number of Other Accounts with Performance- Based Fee |
Total Assets of Performance- Based Fee Accounts |
Juan Barriobero de la Pisa |
- |
- |
- |
- |
In addition to the accounts above, an investment
professional may manage accounts in a personal capacity that may include holdings that are similar to,
or the same as, those of the Funds. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things, imposes restrictions on
the ability of portfolio managers and other “access persons” to invest in securities that
may be recommended or traded in the Funds and other client accounts.
Real, potential or apparent conflicts of
interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with
respect to more than one fund or account, including the following:
| · | Certain investments may
be appropriate for the Fund and also for other clients advised by the Advisor and their affiliates, including
other client accounts managed by the Fund’s portfolio management team. Investment decisions for
the Fund and other clients are made with a view to achieving their respective investment objectives and
after consideration of such factors as their current holdings, availability of cash for investment and
the size of their investments generally. A particular security may be bought or sold for only one client
or in different amounts and at different times for more than one but less than all clients. Likewise,
because clients of the Advisor and their affiliates may have differing investment strategies, a particular
security may be bought for one or more clients when one or more other clients are selling the security.
The investment results achieved for the Fund may differ from the results achieved for other clients of
the Advisor and their affiliates. In addition, purchases or sales of the same security may be made for
two or more clients on the same day. In such event, such transactions will be allocated among the clients
in a manner believed by the Advisor and their affiliates to be most equitable to each client, generally
utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially
have an adverse effect or positive effect on the price or amount of the securities purchased or sold by
the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor
and their affiliates in the interest of achieving the most favorable net results to the Fund and the other
clients. |
| · | To the extent that a portfolio
manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide
time and attention among relevant accounts. The Advisor and their affiliates attempt to minimize these
conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment
models across multiple client accounts. |
| · | In some cases, an apparent conflict may arise where the Advisor has an
incentive, such as a performance-based fee, in managing one account and not with respect to other accounts
it manages. The Advisor and its affiliates will not determine allocations based on whether it receives
a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight
processes to periodically monitor performance deviations for accounts with like strategies. |
| · | The Advisor and its affiliates and the investment
team of each Fund may manage other mutual funds and separate accounts on a long only or a long-short basis.
The simultaneous management of long and short portfolios creates potential conflicts of interest including
the risk that short sale activity could adversely affect the market value of the long positions (and vice
versa), the risk arising from sequential orders in long and short positions, and the risks associated
with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are
reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures
are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts
are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team
have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight
to ensure that potential conflicts of interest relating to this type of activity are properly addressed.
|
The Advisor
is owned by the DWS Group, a multinational global financial services firm that is a majority owned subsidiary
of Deutsche Bank AG. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or
engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer
activities (including sales and trading), hedge funds, real estate and private equity investing, in addition
to the provision of investment management services to institutional and individual investors. Since Deutsche
Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses
and have interests in addition to managing asset management accounts, such wide ranging activities involve
real, potential or apparent conflicts of interest. These interests and activities include potential advisory,
transactional and financial activities and other interests in securities and companies that may be directly
or indirectly purchased or sold by the Firm for its clients’ advisory accounts. The Advisor may
take investment positions in securities in which other clients or related persons within the Firm have
different investment positions. There may be instances in which the Advisor and its affiliates are purchasing
or selling for their client accounts, or pursuing an outcome in the context of a workout or restructuring
with respect to, securities in which the Firm is undertaking the same or differing strategy in other businesses
or other client accounts. These are considerations of which advisory clients should be aware and which
will cause conflicts that could be to the disadvantage of the Advisor and its affiliate’s advisory
clients, including the Fund. The Advisor has instituted business and compliance policies, procedures and
disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate,
to report them to a Fund’s Board.
|
|
ITEM 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
|
|
Period |
(a)
Total Number of
Shares Purchased |
(b)
Average Price Paid
per Share |
(c)
Total Number of
Shares Purchased as
Part of Publicly Announced
Plans or Programs |
(d)
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs |
January 1 through January 31 |
22,160 |
$ 8.19 |
22,160 |
534,204 |
February 1 through February 29 |
6,600 |
$ 8.60 |
6,600 |
527,604 |
March 1 through March 31 |
3,500 |
$ 8.25 |
3,500 |
524,104 |
April 1 through April 30 |
702 |
$ 8.44 |
702 |
523,402 |
May 1 through May 31 |
11,298 |
$ 8.50 |
11,298 |
512,104 |
June 1 through June 30 |
18,800 |
$ 8.45 |
18,800 |
493,304 |
July 1 through July 31 |
7,479 |
$ 8.72 |
7,479 |
485,825 |
August 1 through August 31 |
8,821 |
$ 8.45 |
8,821 |
678,392 |
September 1 through September 30 |
13,000 |
$ 8.15 |
13,000 |
665,392 |
October 1 through October 31 |
13,100 |
$ 7.79 |
13,100 |
652,292 |
November 1 through November 30 |
8,870 |
$ 8.08 |
8,870 |
643,422 |
December 1 through December 31 |
7,030 |
$ 8.58 |
7,030 |
636,392 |
|
|
|
|
|
Total |
121,360 |
$ 8.30 |
121,360 |
|
|
|
|
|
|
|
|
|
|
|
On July 29, 2022, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 708,104 shares during the period from August 1, 2022 through July 31, 2023. The Fund repurchased 222,279 shares between August 1, 2022 and July 31, 2023. |
|
|
|
|
|
On July 28, 2023, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 687,213 shares during the period from August 1, 2023 through July 31, 2024. The Fund repurchased 50,821 shares between August 1, 2023 and December 31, 2023. |
|
|
|
ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
|
|
|
There were no material changes to the procedures by which stockholders may recommend nominees to the Fund’s Board. The Nominating and Governance Committee will consider nominee candidates properly submitted by stockholders in accordance with applicable law, the Fund's Articles of Incorporation or By-laws, resolutions of the Board and the qualifications and procedures set forth in the Nominating and Governance Committee Charter and this proxy statement. The Nominating and Governance Committee's Charter requires that a stockholder or group of stockholders seeking to submit a nominee candidate (i) must have beneficially owned at least 5% of the Fund's common stock for at least two years, (ii) may submit only one nominee candidate for any particular meeting of stockholders, and (iii) may submit a nominee candidate for only an annual meeting or other meeting of stockholders at which directors will be elected. The stockholder or group of stockholders must provide notice of the proposed nominee pursuant to the requirements found in the Fund's By-laws. Generally, this notice must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. Such notice shall include the specific information required by the Fund's By-laws. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources. |
|
|
ITEM 11. |
CONTROLS AND PROCEDURES |
|
|
|
(a) |
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report. |
|
|
|
(b) |
There have been no changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting. |
|
|
ITEM 12. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies |
|
|
Securities
Lending Activities
During The European
Equity Fund, Inc. most recent fiscal year ending December 31, 2023, Brown Brothers Harriman & Co.
(“BBH”) served as the fund’s securities lending agent from January 1, 2023 to April
30, 2023 and Fidelity Agency Lending (“FAL”) served as the fund’s securities lending
agent from May 1, 2023 to December 31, 2023.
As a securities
lending agent, BBH and FAL are responsible for the implementation and administration of a fund’s
securities lending program. Pursuant to its respective Securities Lending Agency Agreement (“Securities
Lending Agreement”) with the fund, BBH and FAL, as a general matter, perform various services, including
the following:
| · | lend
available securities to institutions that are approved borrowers |
| · | determine
whether a loan shall be made and negotiate and establish the terms and conditions of the loan with the
borrower |
| · | ensure
that all dividends and other distributions paid with respect to loaned securities are credited to the
fund’s relevant account |
| · | receive
and hold, on the fund’s behalf, or transfer to a fund account, upon instruction by the fund, collateral
from borrowers to secure obligations of borrowers with respect to any loan of available securities |
| · | mark-to-market
the market value of loaned securities relative to the market value of the collateral each business day |
| · | obtain
additional collateral, as needed, in order to maintain the value of the collateral relative to the market
value of the loaned securities at the levels required by the Securities Lending Agreement |
| · | at
the termination of a loan, return the collateral to the borrower upon the return of the loaned securities
|
| · | in
accordance with the terms of the Securities Lending Agreement, invest cash collateral in permitted investments,
including investments managed by the fund’s investment adviser |
| · | maintain
records relating to the fund’s securities lending activity and provide to the fund a monthly statement
describing, among other things, the loans made during the period, the income derived from the loans (or
losses incurred) and the amounts of any fees or payments paid with respect to each loan |
BBH and FAL are
compensated for the above-described services from its securities lending revenue split. The tables below
show the income each fund earned and the fees and compensation it paid to service providers in connections
with its securities lending activities during its most recent fiscal year.
The European Equity Fund,
Inc.
Securities Lending Activities
- Income and Fees for Fiscal Year 2023
Gross income from securities
lending activities
(including income from cash
collateral reinvestment) |
$18,672 |
Fees and/or compensation for securities lending activities and related services |
|
Fees paid to securities lending agent from a revenue split |
$680 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split |
$954 |
Administrative fees not included in revenue split |
$0 |
Indemnification fee not included in revenue split |
$0 |
Rebate (paid to borrower) |
$10,725 |
Other fees not included in revenue split |
$0 |
Aggregate fees/compensation for securities lending activities and related services |
$12,359 |
Net income from securities lending activities |
$6,313 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant: |
The European Equity Fund, Inc. |
|
|
|
|
By: |
/s/Hepsen Uzcan
Hepsen Uzcan
President |
|
|
Date: |
2/29/2024 |
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/Hepsen Uzcan
Hepsen Uzcan
President |
|
|
Date: |
2/29/2024 |
|
|
|
|
|
|
By: |
/s/Diane Kenneally
Diane Kenneally
Chief Financial Officer and Treasurer |
|
|
Date: |
2/29/2024 |
DWS
Principal Executive
and Principal Financial Officer Code of Ethics
For the Registered
Management Investment Companies Listed on Appendix A
Effective Date
January 31, 2005
Date Last Reviewed
April 20, 2023
Table of Contents
I. Overview |
3 |
II. Purposes of the Officer Code |
3 |
III. Responsibilities of Covered Officers |
4 |
A. Honest and Ethical Conduct |
4 |
B. Conflicts of Interest |
4 |
C. Use of Personal Fund Shareholder Information |
6 |
D. Public Communications |
6 |
E. Compliance with Applicable Laws, Rules and Regulations |
7 |
IV. Violation Reporting |
7 |
A. Overview |
7 |
B. How to Report |
8 |
C. Process for Violation Reporting to the Fund Board |
8 |
D. Sanctions for Code Violations |
8 |
V. Waivers from the Officer Code |
8 |
VI. Amendments to the Code |
9 |
VII. Acknowledgement and Certification of Adherence to the Officer Code |
9 |
VIII. Scope of Responsibilities |
9 |
IX. Recordkeeping |
9 |
X. Confidentiality |
9 |
Appendices |
11 |
Appendix A: List of Officers Covered under the Code, by Board |
11 |
Appendix B: Acknowledgement and Certification |
12 |
Appendix C: Definitions |
14 |
This Principal
Executive Officer and Principal Financial Officer Code of Ethics (“Officer Code”) sets forth
the policies, practices, and values expected to be exhibited in the conduct of the Principal Executive
Officers and Principal Financial Officers of the investment companies (each a “Fund” and together,
the “Funds”) they serve (“Covered Officers”). A list of Covered Officers and Funds
is included on Appendix A.
The Boards of
the Funds listed on Appendix A have elected to implement the Officer Code, pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002 and the SEC’s rules thereunder, to promote and demonstrate honest
and ethical conduct in their Covered Officers.
DWS represents
the asset management activities conducted by DWS Investment Management Americas, Inc., DWS International
GmbH or their affiliates that may serve as investment adviser to each Fund. All Covered Officers are also
employees of DWS. Thus, in addition to adhering to the Officer Code, these individuals must comply with
DWS policies and procedures, such as the DWS Code of Ethics governing personal trading activities, as
adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940.[1] In addition, such
individuals also must comply with other applicable Fund policies and procedures.
The DWS Compliance
Officer, who shall not be a Covered Officer and who shall serve as such subject to the approval of the
Fund’s Board (or committee thereof), is primarily responsible for implementing and enforcing this
Code. The DWS Compliance Officer has the authority to interpret this Officer Code and its applicability
to particular circumstances. Any questions about the Officer Code should be directed to the DWS Compliance
Officer.
The DWS Compliance
Officer and his or her contact information can be found in Appendix A.
| II. | Purposes of the Officer Code |
The purposes
of the Officer Code are to deter wrongdoing and to:
| · | promote
honest and ethical conduct among Covered Officers, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; |
| · | promote
full, fair, accurate, timely and understandable disclosures in reports and documents that the Funds file
with or submit to the SEC (and in other public communications from the Funds) and that are within the
Covered Officer’s responsibilities; |
| · | promote
compliance with applicable laws, rules and regulations; |
| · | encourage
the prompt internal reporting of violations of the Officer Code to the DWS Compliance Officer; and |
| · | establish
accountability for adherence to the Officer Code. |
Any questions about the Officer Code
should be referred to the DWS Compliance Officer.
| III. | Responsibilities of Covered Officers |
A.
Honest and Ethical Conduct
It is the duty
of every Covered Officer to encourage and demonstrate honest and ethical conduct, as well as adhere to
and require adherence to the Officer Code and any other applicable policies and procedures designed to
promote this behavior. Covered Officers must at all times conduct themselves with integrity and distinction,
putting first the interests of the Fund(s) they serve. Covered Officers must be honest and candid while
maintaining confidentiality of information where required by law, DWS policy or Fund policy.
Covered Officers
also must, at all times, act in good faith, responsibly and with due care, competence and diligence, without
misrepresenting or being misleading about material facts or allowing their independent judgment to be
subordinated. Covered Officers also should maintain skills appropriate and necessary for the performance
of their duties for the Fund(s). Covered Officers also must responsibly use and control all Fund assets
and resources entrusted to them.
Covered Officers
may not retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations
of the Officer Code or applicable laws or regulations. Covered Officers should create an environment that
encourages the exchange of information, including concerns of the type that this Code is designed to address.
B.
Conflicts of Interest
A “conflict
of interest” occurs when a Covered Officer’s personal interests interfere with the interests
of the Fund for which he or she serves as an officer. Covered Officers may not improperly use their position
with a Fund for personal or private gain to themselves, their family, or any other person. Similarly,
Covered Officers may not use their personal influence or personal relationships to influence decisions
or other Fund business or operational matters where they would benefit personally at the Fund’s
expense or to the Fund’s detriment. Covered Officers may not cause the Fund to take action, or refrain
from taking action, for their personal benefit at the Fund’s expense or to the Fund’s detriment.
Some examples of conflicts of interest follow (this is not an all-inclusive list): being in the position
of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate
family member who is an employee of a Fund service provider or is otherwise associated with the Fund;
or having an ownership interest in, or having any consulting or employment relationship with, any Fund
service provider other than DWS or its affiliates.
Certain conflicts
of interest covered by this Code arise out of the relationships between Covered Officers and the Fund
that already are subject to conflict of interest provisions in the Investment Company Act and the Investment
Advisers Act. For example, Covered Officers may not individually engage in certain transactions (such
as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated
persons” of the Fund. Covered Officers must comply with applicable laws and regulations. Therefore,
any violations of existing statutory and regulatory prohibitions on individual behavior could be considered
a violation of this Code.
As to conflicts
arising from, or as a result of the advisory relationship (or any other relationships) between the Fund
and DWS, of which the Covered Officers are also officers or employees, it is recognized by the Board that,
subject to DWS’s fiduciary duties to the Fund, the Covered Officers will in the normal course of
their duties (whether formally for the Fund or for DWS, or for both) be involved in establishing policies
and implementing decisions which will have different effects on DWS and the Fund. The Board recognizes
that the participation of the Covered Officers in such activities is inherent in the contract relationship
between the Fund and DWS, and is consistent with the expectation of the Board of the performance by the
Covered Officers of their duties as officers of the Fund.
Covered Officers
should avoid actual conflicts of interest, and appearances of conflicts of interest, between the Covered
Officer’s duties to the Fund and his or her personal interests beyond those contemplated or anticipated
by applicable regulatory schemes. If a Covered Officer suspects or knows of a conflict or an appearance
of one, the Covered Officer must immediately report the matter to the DWS Compliance Officer. If a Covered
Officer, in lieu of reporting such a matter to the DWS Compliance Officer, may report the matter directly
to the Fund’s Board (or committee thereof), as appropriate (e.g., if the conflict involves the DWS
Compliance Officer or the Covered Officer reasonably believes it would be futile to report the matter
to the DWS Compliance Officer).
When actual,
apparent or suspected conflicts of interest arise in connection with a Covered Officer, DWS personnel
aware of the matter should promptly contact the DWS Compliance Officer. There will be no reprisal or retaliation
against the person reporting the matter.
Upon receipt
of a report of a possible conflict, the DWS Compliance Officer will take steps to determine whether a
conflict exists. In so doing, the DWS Compliance Officer may take any actions he or she determines to
be appropriate in his or her sole discretion and may use all reasonable resources, including retaining
or engaging legal counsel, accounting firms or other consultants, subject to applicable law.[2]
The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with
the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DWS or other appropriate
Fund service provider.
After full
review of a report of a possible conflict of interest, the DWS Compliance Officer may determine that no
conflict or reasonable appearance of a conflict exists. If, however, the DWS Compliance Officer determines
that an actual conflict exists, the Compliance Officer will resolve the conflict solely in the interests
of the Fund, and will report the conflict and its resolution to the Fund’s Board (or committee thereof).
If the DWS Compliance Officer determines that the appearance of a conflict exists, the DWS Compliance
Officer will take appropriate steps to remedy such appearance. In lieu of determining whether a conflict
exists and/or resolving a conflict, the DWS Compliance Officer instead may refer the matter to the Fund’s
Board (or committee thereof), as appropriate. However, the DWS Compliance Officer must refer the matter
to the Fund’s Board (or committee thereof) if the DWS Compliance Officer is directly involved in
the conflict or under similar appropriate circumstances.
After responding
to a report of a possible conflict of interest, the DWS Compliance Officer will discuss the matter with
the person reporting it (and with the Covered Officer at issue, if different) for purposes of educating
those involved on conflicts of interests (including how to detect and avoid them, if appropriate).
Appropriate
resolution of conflicts may restrict the personal activities of the Covered Officer and/or his family,
friends or other persons.
Solely because
a conflict is disclosed to the DWS Compliance Officer (and/or the Board or Committee thereof) and/or resolved
by the DWS Compliance Officer does not mean that the conflict or its resolution constitutes a waiver from
the Code’s requirements.
Any questions
about conflicts of interests, including whether a particular situation might be a conflict or an appearance
of one, should be directed to the DWS Compliance Officer.
C.
Use of Personal Fund Shareholder Information
A Covered Officer
may not use or disclose personal information about Fund shareholders, except in the performance of his
or her duties for the Fund. Each Covered Officer also must abide by the Funds’ and DWS’s privacy
policies under SEC Regulation S-P.
D.
Public Communications
In connection
with his or her responsibilities for or involvement with a Fund’s public communications and disclosure
documents (e.g., shareholder reports, registration statements, press releases), each Covered Officer must
provide information to Fund service providers (within the DWS organization or otherwise) and to the Fund’s
Board (and any committees thereof), independent auditors, government regulators and self-regulatory organizations
that is fair, accurate, complete, objective, relevant, timely and understandable.
Further, within
the scope of their duties, Covered Officers having direct or supervisory authority over Fund disclosure
documents or other public Fund communications will, to the extent appropriate within their area of responsibility,
endeavor to ensure full, fair, timely, accurate and understandable disclosure in Fund disclosure documents.
Such Covered Officers will oversee, or appoint others to oversee, processes for the timely and accurate
creation and review of all public reports and regulatory filings. Within the scope of his or her responsibilities
as a Covered Officer, each Covered Officer also will familiarize himself or herself with the disclosure
requirements applicable to the Fund, as well as the business and financial operations of the Fund. Each
Covered Officer also will adhere to, and will promote adherence to, applicable disclosure controls, processes
and procedures, including DWS’s Disclosure Controls and Procedures, which govern the process by
which Fund disclosure documents are created and reviewed.
To the extent
that Covered Officers participate in the creation of a Fund’s books or records, they must do so
in a way that promotes the accuracy, fairness and timeliness of those records.
E.
Compliance with Applicable Laws, Rules and Regulations
In connection
with his or her duties and within the scope of his or her responsibilities as a Covered Officer, each
Covered Officer must comply with governmental laws, rules and regulations, accounting standards, and Fund
policies/procedures that apply to his or her role, responsibilities and duties with respect to the Funds
(“Applicable Laws”). These requirements do not impose on Covered Officers any additional substantive
duties. Additionally, Covered Officers should promote compliance with Applicable Laws.
If a Covered
Officer knows of any material violations of Applicable Laws or suspects that such a violation may have
occurred, the Covered Officer is expected to promptly report the matter to the DWS Compliance Officer.
A.
Overview
Each Covered
Officer must promptly report to the DWS Compliance Officer, and promote the reporting of, any known or
suspected violations of the Officer Code. Failure to report a violation may be a violation of the Officer
Code.
Examples of
violations of the Officer Code include, but are not limited to, the following:
| · | Unethical or dishonest behavior
|
| · | Obvious lack of adherence
to policies surrounding review and approval of public communications and regulatory filings |
| · | Failure to report violations
of the Officer Code |
| · | Known or obvious deviations
from Applicable Laws |
| · | Failure to acknowledge and
certify adherence to the Officer Code |
The DWS Compliance
Officer has the authority to take any and all action he or she considers appropriate in his or her sole
discretion to investigate known or suspected Code violations, including consulting with the Fund’s
Board, the independent Board members, a Board committee, the Fund’s legal counsel and/or counsel
to the independent Board members. The Compliance Officer also has the authority to use all reasonable
resources to investigate violations, including retaining or engaging legal counsel, accounting firms or
other consultants, subject to applicable law.[3] The costs associated with such actions may
be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof).
Otherwise, such costs will be borne by DWS.
Any known or
suspected violations of the Officer Code must be promptly reported to the DWS Compliance Officer.
| C. | Process for Violation Reporting to the Fund
Board |
The DWS Compliance
Officer will promptly report any violations of the Code to the Fund’s Board (or committee thereof).
| D. | Sanctions for Code Violations |
Violations
of the Code will be taken seriously. In response to reported or otherwise known violations, DWS and the
relevant Fund’s Board may impose sanctions within the scope of their respective authority over the
Covered Officer at issue. Sanctions imposed by DWS could include termination of employment. Sanctions
imposed by a Fund’s Board could include termination of association with the Fund.
| V. | Waivers from the Officer Code |
A Covered Officer
may request a waiver from the Officer Code by transmitting a written request for a waiver to the DWS Compliance
Officer.[4] The request must include the rationale for the request and must explain how the
waiver would be in furtherance of the standards of conduct described in and underlying purposes of the
Officer Code. The DWS Compliance Officer will present this information to the Fund’s Board (or committee
thereof). The Board (or committee) will determine whether to grant the requested waiver. If the Board
(or committee) grants the requested waiver, the DWS Compliance Officer thereafter will monitor the activities
subject to the waiver, as appropriate, and will promptly report to the Fund’s Board (or committee
thereof) regarding such activities, as appropriate.
The DWS Compliance
Officer will coordinate and facilitate any required public disclosures of any waivers granted or any implicit
waivers.
| VI. | Amendments to the Code |
The DWS Compliance
Officer will review the Officer Code from time to time for its continued appropriateness and will propose
any amendments to the Fund’s Board (or committee thereof) on a timely basis. In addition, the Board
(or committee thereof) will review the Officer Code at least annually for its continued appropriateness
and may amend the Code as necessary or appropriate.
The DWS Compliance
Officer will coordinate and facilitate any required public disclosures of Code amendments.
| VII. | Acknowledgement and Certification of Adherence to the Officer Code |
Each Covered
Officer must sign a statement upon appointment as a Covered Officer and annually thereafter acknowledging
that he or she has received and read the Officer Code, as amended or updated, and confirming that he or
she has complied with it (see Appendix B: Acknowledgement and Certification of Obligations Under the Officer
Code).
Understanding
and complying with the Officer Code and truthfully completing the Acknowledgement and Certification Form
is each Covered Officer’s obligation.
The DWS Compliance
Officer will maintain such Acknowledgements in the Fund’s books and records.
| VIII. | Scope of Responsibilities |
A Covered Officer’s
responsibilities under the Officer Code are limited to:
| (1) | Fund
matters over which the Officer has direct responsibility or control, matters in which the Officer routinely
participates, and matters with which the Officer is otherwise involved (i.e., matters within the
scope of the Covered Officer’s responsibilities as a Fund officer); and |
| (2) | Fund
matters of which the Officer has actual knowledge. |
The DWS Compliance
Officer will create and maintain appropriate records regarding the implementation and operation of the
Officer Code, including records relating to conflicts of interest determinations and investigations of
possible Code violations.
All reports
and records prepared or maintained pursuant to this Officer Code shall be considered confidential and
shall be maintained and protected accordingly. Except as otherwise required by law or this Officer Code,
such matters shall not be disclosed to anyone other than the DWS Compliance Officer, the Fund’s
Board (or committee thereof), legal counsel, independent auditors, and any consultants engaged by the
Compliance Officer.
Appendices
Appendix
A: List of Officers Covered under the Code, by Board
Fund Board |
Principal Executive Officer |
Principal Financial Officer |
Treasurer |
DWS Funds |
Hepsen Uzcan |
Diane Kenneally |
Diane Kenneally |
Germany Funds* |
Hepsen Uzcan |
Diane Kenneally |
Diane Kenneally |
| * | The Central and Eastern Europe Fund, Inc., The European Equity Fund, Inc. and |
The New
Germany Fund, Inc.
DWS Compliance Officer:
Scott Hogan
Chief Compliance Officer of the
DWS Funds/Germany Funds
Phone:
(617) 295-3986
Email: scott-d.hogan@dws.com
As of: April 14,
2021
Appendix
B: Acknowledgement and Certification
Initial Acknowledgement
and Certification
of Obligations Under
the Officer Code
Print Name Department Location Telephone
| 1. | I acknowledge and certify
that I am a Covered Officer under the DWS Principal Executive and Financial Officer Code of Ethics (“Officer
Code”), and therefore subject to all of its requirements and provisions. |
| 2. | I have received and read the
Officer Code and I understand the requirements and provisions set forth in the Officer Code. |
| 3. | I have disclosed any conflicts
of interest of which I am aware to the DWS Compliance Officer. |
| 4. | I will act in the best interest
of the Funds for which I serve as an officer and have maintained the confidentiality of personal information
about Fund shareholders. |
| 5. | I will report any known or
suspected violations of the Officer Code in a timely manner to the DWS Compliance Officer. |
______________________________ ____________________
Signature Date
Annual Acknowledgement
and Certification
of Obligations Under
the Officer Code
Print Name Department Location Telephone
| 1. | I acknowledge and certify
that I am a Covered Officer under the DWS Principal Executive and Financial Officer Code of Ethics (“Officer
Code”), and therefore subject to all of its requirements and provisions. |
| 2. | I have received and read the
Officer Code, and I understand the requirements and provisions set forth in the Officer Code. |
| 3. | I have adhered to the Officer
Code. |
| 4. | I have not knowingly been
a party to any conflict of interest, nor have I had actual knowledge about actual or apparent conflicts
of interest that I did not report to the DWS Compliance Officer in accordance with the Officer Code’s
requirements. |
| 5. | I have acted in the best interest
of the Funds for which I serve as an officer and have maintained the confidentiality of personal information
about Fund shareholders. |
| 6. | With respect to the duties
I perform for the Fund as a Fund officer, I believe that effective processes are in place to create and
file public reports and documents in accordance with applicable regulations. |
| 7. | With respect to the duties
I perform for the Fund as a Fund officer, I have complied to the best of my knowledge with all Applicable
Laws (as that term is defined in the Officer Code) and have appropriately monitored those persons under
my supervision for compliance with Applicable Laws. |
| 8. | I have reported any known
or suspected violations of the Officer Code in a timely manner to the DWS Compliance Officer. |
______________________________ ____________________
Signature Date
Appendix
C: Definitions
Principal Executive Officer
Individual holding the office of
President of the Fund or series of Funds, or a person performing a similar function.
Principal Financial Officer
Individual holding the office of
Treasurer of the Fund or series of Funds, or a person performing a similar function.
Registered Investment Management
Investment Company
Registered investment companies
other than a face-amount certificate company or a unit investment trust.
Waiver
A waiver is an approval of an exemption
from a Code requirement.
Implicit Waiver
An implicit waiver is the failure
to take action within a reasonable period of time regarding a material departure from a requirement or
provision of the Officer Code that has been made known to the DWS Compliance Officer or the Fund’s
Board (or committee thereof).
[1] The obligations imposed by
the Officer Code are separate from, and in addition to, any obligations imposed under codes of ethics
adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, and any other code of conduct
applicable to Covered Officers in whatever capacity they serve. The Officer Code does not incorporate
any of those other codes and, accordingly, violations of those codes will not necessarily be considered
violations of the Officer Code and waivers granted under those codes would not necessarily require a waiver
to be granted under this Code. Sanctions imposed under those codes may be considered in determining appropriate
sanctions for any violation of this Code.
[2] For example, retaining a Fund’s
independent accounting firm may require pre-approval by the Fund’s audit committee.
[3] For example, retaining a Fund’s
independent accounting firm may require pre-approval by the Fund’s audit committee.
[4] Of course, it is not a waiver
of the Officer Code if the Fund’s Board (or committee thereof) determines that a matter is not a
deviation from the Officer Code’s requirements or is otherwise not covered by the Code.
President
Form N-CSR Certification under Sarbanes
Oxley Act
I, Hepsen Uzcan, certify that:
1) |
I have reviewed this report, filed on behalf of The European Equity Fund, Inc., on Form N-CSR; |
|
|
|
2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
|
|
|
4) |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
|
|
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
|
|
5) |
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
|
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting |
|
|
|
|
2/29/2024 |
/s/Hepsen Uzcan |
|
Hepsen Uzcan |
|
President |
Chief Financial Officer and Treasurer
Form N-CSR Certification under Sarbanes
Oxley Act
I, Diane Kenneally, certify that:
1) |
I have reviewed this report, filed on behalf of The European Equity Fund, Inc., on Form N-CSR; |
|
|
|
2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
|
|
|
4) |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
|
|
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
|
|
5) |
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
|
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting |
|
|
|
|
2/29/2024 |
/s/Diane Kenneally |
|
Diane Kenneally |
|
Chief Financial Officer and Treasurer |
President
Section 906 Certification under Sarbanes
Oxley Act
I, Hepsen Uzcan, certify that:
1. |
I have reviewed this report, filed on behalf of The European Equity Fund, Inc., on Form N-CSR; |
|
|
2. |
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
2/29/2024 |
/s/Hepsen Uzcan |
|
Hepsen Uzcan |
|
President |
Chief Financial Officer and Treasurer
Section 906 Certification under Sarbanes
Oxley Act
I, Diane Kenneally, certify that:
1. |
I have reviewed this report, filed on behalf of The European Equity Fund, Inc., on Form N-CSR; |
|
|
2. |
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
2/29/2024 |
/s/Diane Kenneally |
|
Diane Kenneally |
|
Chief Financial Officer and Treasurer |
European Equity (NYSE:EEA)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
European Equity (NYSE:EEA)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024