The state is not a good entrepreneur. The rescue fund WSF should therefore dispense with detailed specifications – and instead define central governance principles.

Lufthansa

Dear readers of GermanBoardNews,

the debate on the entry of the state rescue fund WSF into Lufthansa is in full swing. The result will have a signal effect: It is about nothing less than the question of whether we are heading for a state economy. Will politicians and ministry officials decide in future on the course of the companies that the taxpayer is rescuing?

This would be devastating for the companies concerned and for Germany as a business location. And the fact that Lufthansa could be the first group to be affected is something of an irony of fate. Because in the 1980s and 1990s our leading airline experienced first-hand where great political influence leads: to the brink of ruin.

This is what WirtschaftsWoche wrote a few days ago in a contribution to economic history and in doing so also highlights the role of politicians on the Supervisory Board. Franz-Josef Strauß was happy to “demonstratively handle official mail” during the meetings. And Johannes Rau is said to have spoken “if at all” only on NRW issues.

Whoever receives tax money bears special responsibility

I mean: Also the experiences with the railway and with the Berlin airport BER show that independent professionals should sit on the supervisory boards. It is therefore essential to prevent the federal government from sending state secretaries, ministry officials, members of parliament or even ministers to the supervisory bodies via the WSF.

On the other hand, tax money in the form of bonuses, dividends or share buybacks must not end up in the pockets of investors and managers. Anyone who is saved by the state bears a special social responsibility – and must feel particularly committed to the stakeholder value principle.

The problem, however, is that blanket conditions restrict the decision-makers’ scope for action. And this is particularly dangerous in times of crisis, because the situation can change at lightning speed. Imagine, for example, that a company has to bring more investors on board: This would be difficult in the event of a blanket ban on dividends.

Guard rails with scope for individual solutions

Which brings us to the debate, which we already had before the reform of the Corporate Governance Code. I am convinced that long lists of detailed specifications are counterproductive because decision-makers find them patronising. They also distort the view of the essential and promote a formalistic habitus – ticking off instead of discussing is too often the motto.

Discussions are the key to good corporate governance. The WSF should therefore give supervisory and management boards room for individual solutions. This means: no small-scale detailed specifications, but an obligation to comply with central corporate governance principles. We at VARD are currently discussing the basic features of such a model.

Debates like these are part of our initiative #FutureGoodGovernance (#FGG), which we accompany in the GermanBoardNews in the form of a series. This week, Ulrich Leitermann will focus on the question of what challenges companies expect in terms of social responsibility and sustainability.

Decision-makers must shape the governance debate

I would be very pleased if you, dear readers of GermanBoardNews, would get involved in our #FGG- debates – either by e-mail or in a personal conversation. I also cordially invite you to join the Association of Supervisory Boards in Germany and to exchange views on current challenges with like-minded people.

I am convinced that decision-makers must finally make a stronger mark on the corporate governance debate. Otherwise others will define the rules of good corporate governance – to the detriment of Germany as a business location.

 

Cordially

Yours Peter H. Dehnen (Editor)