Corporate Governance aktuell – Who wants, who needs the Code?

Corporate Governance Aktuell

They all know the saying: “What do we care that a bag of rice falls over in China” or “… when a bike falls over in Holland”. This seems to be exactly how many people feel about the Government Commission’s new draft code. The superfluous was deleted, the rest was re-sorted and a few excitement topics (“Management Board compensation”) were positioned.

But large parts of the economy don’t seem to care. Which leads me to two central questions: Who wants the code, who needs the code?

A study was prepared specifically to support the government commission, according to which 38 unnamed supervisory boards predominantly confirm that the code is important. But let’s be honest: For many, the most important thing is the announcement that the new code will not be touched for several years after the reform. Against the background of this promise, the rest is irrelevant.

The Code is silent on important topics

No wonder, because the Dax companies have created their systems to deal with the code: Hook it up and keep going. And the Code is silent on really relevant topics anyway – be it the influence of voting rights advisors with their guidelines, the action of activist shareholders, co-determination and related governance issues or the group problem (to name just a few examples).

One can, of course, give one’s consent to the imminent reform of the Code by remaining silent and thus bring the corporate governance discussion to a standstill for a long time. In the short term, this is one less topic to deal with.

But then every single person responsible – and these are primarily the supervisory board and management board chairmen of listed companies – must accept the consequence that this silence encourages others (not only institutional investors and voting rights advisors, but also politicians) to step up their game.

We need a new culture of discussion

I am afraid that a country and its capital market that does not constantly question itself through a lively corporate governance debate and continues to develop in terms of corporate management and culture will stand still and be eaten like a rabbit from a snake.

After all, there are the first signs that a broader discussion is beginning. So this week the FAZ has taken up our argumentation and let more critics have their say. So let’s wait and see what happens in the next few weeks and what the government commission will surprise us with.

We are sticking to it and will launch a broad-based Supervisory Board and Management Board initiative in the new year – for good governance and a code that deserves its name because it helps companies and does not curb them.

Any additions, comments, objections? I look forward to your feedback: dehnen@vard.de

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