Holding decision-makers accountable without stifling them – a proposal for a new paragraph in the Stock Corporation Act

Paragraf

Dear readers of the GermanBoardNews,

while we eagerly await the initial results of the Bundestag investigative committee in the Wirecard case and the new DAX rules of Deutsche Börse, the first political reforms are beginning to emerge.

However, it would certainly not have been enough if the main lesson to be learned from the Wirecard case were to strengthen BaFin. After all, it is well known that there are “bad guys” not only on the financial market. So what about all those companies that the long arm of BaFin does not reach?

I stand by my position: the Supervisory Board is and will remain the linchpin in all considerations aimed at remedying the systemic failure and promoting responsible corporate action. New corporate governance standards for companies are therefore not enough: we must also reach out to the people involved. This means we need strong personal governance.

German Stock Corporation Act: Almost anyone can become a supervisory board member

However, if you look at the German Stock Corporation Act, you will see that it says very little about the profession of the Supervisory Board: Paragraph 100 briefly and concisely regulates the personal requirements for a supervisory board mandate. According to it, any adult who is not under legal supervision can become a supervisory board member. Point.

It is also interesting that the term “profession” does not appear in this context. I am convinced that we have to close this gap – with a new paragraph 100a, which clearly and unambiguously regulates which further requirements a supervisory board member must meet. This could be a commitment to central personnel governance principles, for example.

The VARD professional principles offer a good basis for discussion in this respect. After all, a supervisory board without professional principles is equivalent to a doctor without a Hippocratic oath (see also my current guest article in WirtschaftsWoche). Or is it?

Regular readers know that I am not inclined to demand new legal requirements. But in this case, I am convinced that a clear signal is important – and that the new paragraph would meet with broad acceptance because it would make decision-makers responsible, without stifling them. What do you think? I look forward to your remarks and comments (I guarantee confidentiality on request).

Sincerely,

Yours Peter H. Dehnen (Editor)