DEHNEN.s Corner

Corporate-Governance
DEHNEN.s Corner

The tragedy of the supervisory boards

Dear readers of GermanBoardNews, Following the corporate governance scandals of recent weeks, supervisory boards and in particular the chairmen of executive bodies have increasingly come under fire, and there has even been talk of a “clone cartel”. However, despite their willingness to reflect on themselves, it should be pointed out that in many cases supervisory board chairmen are driven because major shareholders and aggressive financial investors exert pressure – and …

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ThyssenKrupp
DEHNEN.s Corner

Special issue on the ThyssenKrupp case

Dear readers of GermanBoardNews, in view of the turbulence at the industry icon ThyssenKrupp, you will receive a special edition of GermanBoardNews today. We have closely followed developments in recent years and shed light on who is responsible – and why the drama should be a lesson to all supervisory boards. By the way, the next regular issue will not be published on Friday, but on October 07, due to …

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Zeitreise
DEHNEN.s Corner

What will corporate governance look like in 2029? A scenario – and a call to decision-makers.

We look to the future. Today I would like to take you on a little time travel to the year 2029. Imagine you are reading – as usual – your GermanBoardNews on Friday morning. One article refers to the “GCGS”, the Global Corporate Governance Standard, which was introduced five years ago, in 2024, as a result of a concerted action by the OECD and UN, inspired by the concept of …

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Editorial
DEHNEN.s Corner

In August, American CEOs presented an innovative governance code. This should be an incentive for a courageous initiative in Germany.

Dear readers of GermanBoardNews, the holiday season was beautiful! And perhaps one or the other of you has actually switched off properly and escaped the news stream. Did you miss anything? I don’t think so. But wait, yes! In the USA, the “shareholder value” concept was abolished in August 2019. We remember the 1960s and the Nobel Prize winner Milton Friedman, who propagated that the only social responsibility of a …

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Kodex
DEHNEN.s Corner

#FutureGoodGovernance – New concepts for new times: For the “third wave” we need supervisory boards and management boards with backbones. If you don’t want to get into trouble, you’ve had your day.

At the beginning of the school holidays in North Rhine-Westphalia, let us allow ourselves a short break from corporate governance and artificial intelligence. Let’s talk about the people who should shape the future and who bear the responsibility for transformation and corporate culture. In other words, let’s talk about the human side of supervisory boards and boards of directors. Let’s talk about personal governance. An article in the world has …

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Kodex
DEHNEN.s Corner

While we still think in terms of tried and tested structures, disruptive corporate governance models are increasingly being discussed at the international level. High time to get into the debate – for example on the DART.

There is a lot of talk about the competencies of supervisory boards – and lately, it seems to me, especially often. Numerous experts (especially those who have never worked in a supervisory board themselves) give good advice. Matrix tables are propagated and companies should make ‘transparent’ (= public) what the ‘mix’ of the supervisory board looks like. Is this perhaps the next playing field for the Government Commission on the …

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Kodex
DEHNEN.s Corner

While we wait for the new code, we should take a look over the fence – to Belgium. What we can learn there and what the third wave of corporate governance has to offer

The new Corporate Governance Code of our Belgian neighbours shows how it works: short, concise, to the point – ten principles and a manual point the way. There you go. So I ask myself: Why can’t we do something like this in Germany? There are several other contemporary examples from more recent times. There’s a lot going on internationally. And the German (“dual”) system of corporate governance is a model …

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Kodex
DEHNEN.s Corner

The mountain crossed and gave birth to a little mouse (after Horace). We have a new Corporate Governance Code that nobody needs. Wipe your mouth, continue!

Finally the waiting is over. The so-called government commission passed the draft of a new code a week ago – and put it in the drawer for the time being. Now everyone is waiting for the adoption of ARUG II, and only then will the draft code – adapted to the law – be submitted to the new Federal Minister of Justice (perhaps it will also – at least temporarily …

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Regierungskommission
DEHNEN.s Corner

The Code is still a long time coming. And who knows – maybe at least a small litter will succeed? The government commission must be measured against these four criteria.

The day for which the Government Commission on the German Corporate Governance Code has eagerly awaited has arrived: Today, Friday, the Federal Council is dealing with the new ARUG II shareholder rights directive, which nobody really loves. And although the Bundestag’s Legal Affairs Committee scheduled a public hearing on the same subject on 5 June, the Government Commission now wants to conclude the Code Reform: Commission President Rolf Nonnenmacher scheduled …

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Kodex
DEHNEN.s Corner

The Corporate Governance Code as a bulwark against investors who pursue their own interests? A replica of Deutsche-Bank Supervisory Board member Stefan Simon.

The Deutsche-Bank supervisory board Stefan Simon last week took the side of the code critics: the “harsh criticism” of the government commission’s reform proposal is “justified” in many respects, he wrote in a commentary for the Handelsblatt. At the same time, he warned against efforts “now to bury the Code and the Commission”. This would “throw out the baby with the bath water”, fears Simon, who also sees the Code …

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Corporate Governance
DEHNEN.s Corner

Turbulent annual general meetings, the new shareholder rights directive and the code reform – more corporate governance was rare. A view.

The AGM season is picking up speed, and after Easter it will be really exciting: Bayer is set to hold a particularly turbulent Annual General Meeting on April 26, followed by further exciting shareholder meetings at high speed – for example at RWE, Bilfinger, Volkswagen, BMW, Daimler and Deutsche Bank. At the same time, two reforms are making progress: the new Shareholders’ Rights Directive (ARUG II) must be implemented in …

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Kompetenz
DEHNEN.s Corner

Supervisory boards have become much more professional in recent years. What they need now to become (even) better.

The AGM season has begun and discussions about supervisory boards are intensifying again: Shareholders question the competence of candidates, insist on more independence and criticize high bonuses. So there won’t be any misunderstandings: I think the debates are right and important, and we supervisory boards should face them. What is sometimes forgotten in the face of loud criticism, however, is that a large proportion of the supervisory board members are …

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