#### 4. ROLES AND RESPONSIBILITIES
We expect all IPs (investment professionals) to integrate engagement activity and/ or engagement input into their investment process to the best possible extent.
##### The EC (as described below) is responsible for the quality checks of the entries in the engagement database..
#### 4.1. Review by the Engagement Council (EC) The EC analyses, assesses, discusses and if necessary, escalates single engagement cases with issuers based on DWS Focus and Strategic Engagement lists. The EC reviews the issuer and engagement activities if KPIs and/or targets or other criteria have not been met in a predefined timeframe.
Furthermore, the Council regularly reviews the Strategic, Focus and Core list on an ad hoc/ quarterly basis.
The Members exercise the EC's mandate in due consideration of Deutsche Bank's Code of Conduct and under considerations of applicable rules and regulations, in particular the Acting in Concert.
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https://download.dws.com/download?elib-assetguid=e609c46cc03148eead59178e865d9fed
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##### 4.6. Transparency on Lobbying Expenditure, Political Contributions and Policy Advocacy
We expect Investee Companies to be transparent about their lobbying activities. This includes transparency about direct and indirect expenditures on lobbying, donations to political parties, memberships in and payments to industry bodies respectively tax-exempt organizations that seek to influence legislative acts, and comparable financial contributions or contributions in kind. The relevant sums should be disclosed also in proportion to distributable profits of last financial year. Where external policy outreach is undertaken, we expect Investee Companies to proactively support government policies aligned with the Paris Agreement. Furthermore, they should provide a description of the decision-making process and the oversight of the board about such payments. Any disclosure on the aforementioned elements should be made publicly available and accessible. In case of insufficient transparency, we may hold the board and management accountable and/or support proposals calling for increased transparency.
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https://www.dws.com/AssetDownload/Index?assetGuid=d36aea0e-ce32-4402-97c1-7136be6442ba
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Board oversight In response to the FCA TCFD rules the DWS Investments UK Limited Board (the Board) enhanced its governance processes in relation to sustainability and climate matters. Climate topics are embedded into the remit of the Board, as documented in its Terms of Reference. The Board has delegated specific responsibilities to the Board Risk Committee (BRC) to support its management of climate-related risks and opportunities as described on the next page. Since February 2023, the risk management function reports sustainability risk metrics to the BRC and Board on a quarterly basis to enable monitoring. [...] Relationship with DWS Group DWS Group has assigned climate responsibilities to each division and mandated legal entities with specific responsibilities. The Management Company in Luxembourg is responsible for setting the investment guidelines of the portfolio management activities that the Board oversees on a delegated basis (or sub-delegated basis via DWS Investment GmbH). The climate mandate of the Board is limited to monitoring and reviewing Group targets, and due to its primary role as delegated portfolio manager it does not have direct powers to influence the Group targets, nor can it set UK targets. To ensure the Board is informed of Group climate-related topics the Group Sustainability Committee (GSC) provide meeting papers and minutes to the UK COO to share with the Board and BRC. This periodically includes details of Group targets and progress towards achieving them. [...] The Firm relies upon the strategy and decision making of the Executive Board, GSC and business divisions. The GSC acts as the senior decision-making body for sustainability-related matters at Group level, unless decision making falls within the area of competence of the Executive Board or the Firm. —The Board has collective responsibility for the management and performance of the entity —The Chair is responsible for setting the board agenda which focuses on strategy, performance, culture & conduct, accountability and risk management —The Chair has been tasked with ensuring sustainability matters, including climate, will have adequate time in the regular agenda —The COO receives materials from the GSC and will ensure that group climate-related issues are shared with the Board —The Chief Risk Officer (CRO) attends the Board meetings and provides updates on relevant sustainability risk metrics [...] Board Risk Committee The Board has delegated specific responsibilities as described in its Terms of reference including: Developing proposed risk appetite levels and metrics to monitor Escalating key issues and risks to the Board Meeting monthly and providing quarterly updates to the Board [...] UK Divisional Management Responsibilities Where the Firm has specific incremental responsibilities not covered in the Group report these are explained below. UK COO established the oversight responsibilities of the UK Board and its sub-committees and forums. UK CFO is responsible for signing the Compliance Statement within this report. In addition, the Head of Finance Sustainability is based in the UK and oversees UK TCFD reporting. UK CRO is responsible for incorporating the DWS strategic risk objectives from DWS Group Risk Appetite Statement into the Firm's risk appetite statement, including those related to sustainability risk. The CRO is also responsible for incorporating sustainability risk metrics if and when feasible and relevant to the Firm and report them to the BRC and Board. The UK CRO is a member of the BRC. Climate competence In line with Group Suitability guidelines the Board and BRC annually self-assess ongoing suitability individually and collectively including their knowledge of climate, environmental, social and governance risks and knowledge of regulation, principles and frameworks for Environmental, Social and Corporate Governance. The Board receive updates on TCFD, DWS Group Climate Report and the FCA TCFD rules.
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https://download.dws.com/download?elib-assetguid=d17117ba7937447087741b530dc5db03
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In November 2021, DWS set its 2030 interim target in line with achieving net zero by 2050. We have set up a cross-divisional implementation programme to orchestrate the different net zero related activities and to ensure successful implementation. That programme provides regular progress updates to the DWS Group Sustainability Council (GSC). Furthermore, in 2021, the DWS Group Sustainability Office (GSO) has set up a new approval process for new ESG related initiatives (commitments or memberships) to ensure that such new initiatives are in line with our group-wide sustainability strategy – and specifically our net zero approach.
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https://download.dws.com/download?elib-assetguid=dbc4dedba7f44b86b01ba157c1640a9d
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The Board has assigned responsibility to the Risk and Control Committee (RCC) for approving key risk management principles, risk appetite metrics, and thresholds related to sustainability risks and adverse impacts. The risk management function reports the sustainability risk appetite metrics to the RCC to enable monitoring and management of these risks. The Reputational Risk Committee (RRC) reviews, approves, manages, and monitors escalated reputational risk issues. [...] In 2022 the Group Sustainability Council supported the Board in driving group-wide alignment and oversight of climate-related activities including the pre-discussion and review of recommendations prior to Board presentations. The Group Sustainability Council recommended to the Board including the following topics for approval: corporate sustainability-related disclosures, a coal policy framework, and the implementation plan for our operational net zero ambitions. [...] The Group Sustainability Committee is mandated to implement the sustainability strategy as approved by the Board at the fiduciary and corporate level across all divisions and legal entities. It consists of global senior representatives from all divisions, is chaired by the Head of Product Division and acts as a senior decision-making body for sustainability-related topics unless decision-making falls in the core area of competence of the Board or a legal entity. Relevant legal entities are regularly informed about discussions and decisions of the Group Sustainability Committee. This includes DWS Investments UK Limited to support inter alia its climate governance under the FCA UK TCFD rules. [...] Active Ownership for the three Pooled Legal Entities in EMEA For equity holdings in the scope of our EMEA Corporate Governance and Proxy Voting Policy targets towards sustainability outcomes are set. We believe that we best achieve positive change when we exert influence, and we exert influence most effectively when we are invested. We evaluate each company individually and try to generate sustainability outcomes via direct dialogue. Our focus will normally be on issuers with insufficient climate change oversight. In Q4 2021, we introduced an enhanced engagement framework for portfolios and mandates domiciled with the three European legal entities that have pooled their voting rights. It considers active and passive holdings and sets targets towards sustainability outcomes that are, amongst others, mapped to the PAIs and SDGs. In addition, our investee engagement reports aim to map the relevant SDG and PAI categories to the targeted KPIs. Progress is tracked with clearly defined timelines for follow-up and escalation, as required. Engagement may lead to a review of ESG assessments that could have an impact on the ability of our portfolio managers to invest in the security. By sending thematic engagement letters, we started to engage with non-issuers, such as index providers and stock exchanges, given the limited ability of a passive product to divest from individual securities composing the index it is tracking. [...] Stewardship to advance climate action in our investments In 2022 climate action was an important topic not only for proxy voting but also in our engagement activities. We accelerated constructive dialogue with board members and other representatives of investee companies also via direct participation in more than 64 virtual shareholder meetings (2021: 40). For more details, all questions are uploaded on our website. Considering climate risk within Proxy Voting and Engagement Activity Although the degree of exposure to climate-related risks may vary across sectors and assets, we expect the board of an investee company to develop a robust understanding of company-specific risks and how to mitigate them. Companies that face substantial climate-related risks, should accelerate their efforts in setting ambitious targets and provide enhanced transparency on their long-term climate strategy. We expect companies to follow broadly established standards for disclosure and transparency such as the TCFD recommendations and to comply with and report on frameworks such as the UN Global Compact Principles, CDP, Principles for Responsible Investment (PRI), and the SDGs. Our voting approach on climate issues includes: — Voting on shareholder proposals that are explicitly climate-focused, such as GHG reduction targets or reporting. — Holding Board of Directors accountable when we believe they do not adequately manage climate risks. — Voting on executive remuneration policies and reports, which do not incentivize addressing climate risks and opportunities. With our net zero commitment in mind, in 2022, we sent our thematic letter to more than 50 additional companies that were newly identified for engagement, following the initial letter sent in 2021. The engagement letter is available on our website. We clearly articulated our expectations and possible voting implications and invited the recipients to take ambitious steps on the path to net zero. Investee companies not responding at all to our engagement requests were considered for voting sanctions at their 2022 AGM. Management 'say-on-climate proposals', which offers shareholders an advisory vote on companies' carbon reduction and transition strategies, continued to appear on ballots in 2022. We voted on a total of 39 say-on-climate proposals with a focus on emissions, target setting, and reporting aligned to TCFD. We support reasonable climate-related shareholder proposals, such as enhanced disclosures, setting meaningful decarbonisation targets and reporting on capital expenditure within the context of climate risk and decarbonisation. In assessing such cases, we aim to follow internationally recognised standards.
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https://download.dws.com/download?elib-assetguid=8745348841364a07bd356afe36651a71
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