DEHNEN.s Corner

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 …

Read More
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 …

Read More
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 …

Read More
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 …

Read More
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 …

Read More
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 …

Read More
VARD
DEHNEN.s Corner

VARD becomes 7 – and a riddle

The Association of Supervisory Boards in Germany (VARD) is celebrating its 7th birthday this Friday. And the current debate on the reform of the Code shows impressively that the foundation was – and remains – an important step. For in terms of corporate governance (despite gratifying progress in professionalizing the supervisory boards) there is still a lot of trouble. And some things are currently developing in the wrong direction. I …

Read More
Kodex
DEHNEN.s Corner

Experts demand that the code be deleted without replacement. But I am convinced that we need a strong code for a strong economy.

I don’t always agree with Manuel René Theisen. But when I read his latest column I inevitably nodded. Theisen states that “hardly any trace elements of the original approach of the code reform are still recognizable in the draft of the government commission”. The “resuscitation” of the Code must therefore be regarded as a failure. His conclusion, however, is, in my opinion, dangerous. “Let us have the courage and let …

Read More
Katarina Barley
DEHNEN.s Corner

Code reform: The Federal Ministry of Justice keeps its distance and recommends trusting the government commission. Why it’s too much to ask.

Katarina Barley’s head of department replied to our letter to the Federal Ministry of Justice. Just to summarize: Ulrich Seibert writes with very nice words – nothing, at least nothing substantial. The motto seems to be “What do we care about the sensitivities of the German economy when European elections are held”. A succinct but nevertheless remarkable passage in the answer is: “I would be quite relaxed if the Commission, …

Read More
#KodexWende
DEHNEN.s Corner

The #KodexWende is attracting attention in the USA and internationally. Why we (finally) should also look beyond the edge of our plate

Last Friday, the renowned US government newsletter Global Proxy Watch devoted itself in detail to the reform of the German Code of Conduct. Under the heading “Code Breakers”, editors Aaron Bernstein and Havard Professor Stephen Davis reported on the harsh criticism from companies, our open letter to Federal Justice Minister Katarina Barley and the #KodexWende initiative. That shows Abroad, the German debate is being followed with interest, but often with …

Read More
#KodexWende
DEHNEN.s Corner

News from the #KodexWende – and a replica of the Handelsblatt critique

Our web designers and IT experts have done a great job: Since yesterday the website for our initiative #KodexWende is ready. Here you will find the arguments for a fundamental corporate governance reform as well as information on current developments. And there will be no shortage of news in the coming weeks and months: Our initiative is picking up speed; after our statement in the consultation process and the open …

Read More
#KodexWende
DEHNEN.s Corner

Initiative #KodexWende: Now it’s time to get down to business – and you can help

Last week I announced further information about the VARD initiative #KodexWende. Voilà: In an open letter, we called on Federal Justice Minister Katarina Barley (SPD) to stop the ongoing reform of the Code and to give the government commission a new mandate (here the associated FAZ report). Beyond that, the media debate is also gaining momentum. “Code in crisis”, the Handelsblatt headlined in its print edition on Wednesday – and …

Read More