DEHNEN.s Corner

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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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 …

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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 …

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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, …

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#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 …

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#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 …

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#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 …

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Kritik am Kodex Entwurf
DEHNEN.s Corner

Corporate Governance News / PR Offensive: How the Government Commission is Taking Over the Silent Majority

The government commission has reacted to the concentrated criticism of the draft code with a PR and social media offensive: Recently, the number of people asking to speak in the media and on Twitter has increased significantly. The Commission, for example, referred to “Great interest in the #Code2019” in a tweet and stressed that “there is a great deal of agreement in principle on a fundamental revision”. This was followed …

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Kodex-Konsultation
DEHNEN.s Corner

Corporate Governance current Code consultation: Concentrated criticism – also of the “Apply-and-Explain” principle. A compromise proposal.

My memory may be deceiving, but I cannot remember such concentrated resistance to a reform of the German Corporate Governance Code: From companies such as K+S to the German Investor Relations Association (DIRK) to our Association of Supervisory Boards in Germany (VARD), various stakeholders have criticised the Government Commission’s draft; more than 100 comments were received in the consultation process. This shows that the corporate governance debate lives in Germany …

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Larry Fink
DEHNEN.s Corner

Corporate Governance aktuell – “CEO Letter”: How Larry Fink discloses the weaknesses of the German Corporate Governance Code

BlackRock CEO Larry Fink recently wrote his annual letter to the CEOs, and this week I finally got to read it: Fink calls, among other things, for managers to assume more social responsibility and to focus more on the purpose of the company. This shows that institutional investors have completely different expectations than a few years ago. And I inevitably asked myself: Does the German Corporate Governance Code (DCGK) actually …

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DCGK
DEHNEN.s Corner

Corporate Governance aktuell – Code: The consultation period ends – and something new begins

The consultation period for the new draft of the German Corporate Governance Code (GCGC) will end on 31 January, i.e. on Thursday of next week. The Association of Supervisory Boards in Germany (VARD) will also take a position – not only on changes, but also on fundamental issues. Because as I have already pointed out at this point: We are convinced that our companies and Germany as a business location …

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