Wednesday, February 25, 2015

New Code of Corporate Governance: Lazy supervisory board members come to the … – NEWS

New Code of Corporate Governance: Lazy supervisory board members come to the … – NEWS


 Wednesday, February 25, 2015


 Supervisory boards collect hundreds of thousands of euros for a few sessions per year. Despite the good pay some of their responsibility not do it justice. New rules will change that. However, key issues are not tackled.



German supervisory boards have the power and responsibility to decide on all listed companies, top managers whether to stay or fly on the board. Billions acquisitions, plant closures or corruption land on their table. A highly sought-after and well-paid job.

On average, the chairman of the board of a DAX company annually receives nearly 340,000 euros, an ordinary member of the supervisory body over 100,000 euros. This is what the Aktionaersschuetzer of the German Association for the Protection Securities (DSW) was calculated. 2013 reported the 30 DAX companies their supervisory boards total of EUR 77.3 million, a premium of 3.3 percent over the previous year.

As the number one among the inspectors, as measured by number of mandates and influence applies ex-head of the chemical giant Bayer, Werner Wenning. Behind get ex Henkel CEO Ulrich Lehner and former Lufthansa CEO Wolfgang Mayrhuber. The highest salaries cashed 2013 VW supervisory board, Ferdinand Piëch. Around 1.189 million euros

keyword Corporate Governance

Transparency and Code of Conduct for Business:

The term Corporate Governance (CG) summarizes rules of good corporate governance together, by which a group can qualify as solid and responsibly conducted internationally.

Written these rules are fixed in the “German Corporate Governance Code”. The legislator stresses in particular the importance of “dual corporate executive board and supervisory board” and the “independence of the supervisory boards” out.

It is expressly the Code “the rules applicable in Germany for the management and monitoring of national and “make it so” international investors transparent to strengthen confidence in the management of German companies “

The framework leads not only to issues of corporate governance and the formation of the Supervisory Board following criticisms on.

  • inadequate focus on shareholder interests
  • lack of transparency of German corporate governance
  • limited independence of auditors.

Are inspectors – three-quarters are still men – this many and value for money? Behind closed doors is blasphemed in the economy that some of the older men seem quite rare to meetings. Your voting rights by transferring all they like to a colleague if the journey is a nuisance or a scheduled conference call does not fit into your schedule. Some managers earn as “multi-supervisory boards” two or three times. Also, some stick for years to items and prevent moving up younger supervisors.

term is limited

Manfred Gentz ​​have these problems in the exclusive circle of “Germany AG “Finally, he was for many years even so. As a prudent financial officer of the Stuttgart carmaker Daimler he gained a lot of respect, as in many supervisory boards. Now the 73-year old has been almost one and a half years head of the Government Commission “German Corporate Governance Code”. Behind the unwieldy name hides a Council, which has set many rules since 2001 on behalf of the Federal Ministry of Justice, what constitutes good corporate governance.

The group has long Gentz ​​and the Commission shall endeavor to professionalization of the Supervisory Board. Now the 14-member committee has developed new proposals for the Code: Supervisory board, skipping every other session or more, shall be called in the future. Investors could then read in the Annual Report, whoever does not take up exactly with its obligations. But telephone and video conferences will count as participation.

This fresh blood comes into the boards, each listed company should also limit the term of office of overseer. Important is a “renewal and rejuvenation,” said Gentz. A fixed time limit – three or five years, for example – does the Commission not pretend

accumulation of offices remains

The same applies to the accumulation of offices where Gentz ​​& amp;. Not rangehen Co.. Are allowed by law ten seats. Gentz ​​believes that the problem of “professional supervisory boards” by itself subsides: “The number of multiple mandates has declined significantly in recent years.” The lie of effort and pressure that a checkpoint brings with it.

More about

corruption scandals at companies like Siemens have top decision-makers made aware that quickly sometimes can be damages due. Supervisory Board members knew their job profile also “liability threats” embracing says Gentz. In the future, candidates also be said in advance how fucked up a lot of time for the inspection job.

And what do the groups with the recommendations are advised to May and then could stand in the Federal Gazette? The “Corporate Governance Code” is not legally binding, but can build public pressure. Gentz ​​itself remains true. Loud demands are not his thing: “We are guided by the basic principle not to affect the entrepreneurial freedom too much.”



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