Corporate Governance aktuell – My opinion on the draft Codex

The chairman of the government commission, Rolf Nonnenmacher, presented the draft for a new codex on Tuesday. And indeed, if the proposals were to become reality, the rules would – as announced – be “clearer and more compact”.

However, I would have liked to have seen more courage: Despite the cuts, the draft is still small-scale and consists of dozens of principles and recommendations, which appear on 13 DIN A4 pages. These also include a number of self-evident and rigid requirements.

This tight corset would also promote a formalistic habitus in the future: Those responsible tick off instead of discussing how best to implement corporate governance principles in their companies. But I am convinced that such discussions are the key to a new, better corporate governance culture.

We need a comprehensive reform

I therefore continue to advocate greater scope on the basis of clear, concise principles, as I proposed in KODEX2018. This would take responsibility away from supervisory boards and management boards and decisively advance corporate governance.

My colleagues at VARD and I will be analysing the draft code in detail over the next few weeks – especially with a view to rigid requirements. Perhaps the consultation procedure will succeed in making the body of rules at least a little clearer, more compact and more practicable than the draft provides for.

But even that would not change the fact that we urgently need to discuss the Code Commission, its legitimacy and thus a fundamental corporate governance reform, as I demanded in my open letter to Federal Justice Minister Katharina Barley. Because what good is a new code if the underlying system has serious weaknesses?

Editorial by Peter H. Dehnen -> About the Person.