Michael Kemmer and the Code Commission: What questions the new member raises

Dear readers of GermanBoardNews,

a deserving manager is leaving the so-called Government Commission on the German Corporate Governance Code: Wulf von Schimmelmann, a member of the Board of Management of Deutsche Post for many years, is leaving at the end of February after five years. And despite my critical view of the Commission’s work, it is worth noting at this point: Professor von Schimmelmann has rendered outstanding services to corporate governance in Germany – many thanks for that.

His successor, the former head of BayernLB and long-time managing director of the banking association Michael Kemmer, has been a member of the Commission since the beginning of the month. He, too, is a deserving manager who undoubtedly has important qualifications for the Commission’s work. On closer inspection, however, the appointment raises two questions:

  1. Does Kemmer even have enough time for the new post? According to his curriculum vitae on the Commission’s website, he sits on eight administrative, supervisory and advisory boards. In my view, this diversity of offices does not make him a role model in terms of corporate governance.
  1. Is the “diversity” in the Commission right? Kemmer is a member of the advisory board of Amundi Germany and thus not only a representative of the financial sector, but also of the investor camp. The latter was already strongly represented in the “government commission” anyway – and will now be further strengthened (especially since the commission chairman Rolf Nonnenmacher is also no stranger to the investor perspective: from 2014 to 2018 he acted as senior advisor at the investment house Lazard).

I therefore fear that the new addition reinforces a tendency that I have been critically observing for some time: Investors are trying to take over interpretive authority over corporate governance (see my commentary on Larry Fink’s recent “CEO Letter”). In contrast, the voices of entrepreneurs (i.e., bona fide owners), supervisory boards, and boards of directors are heard far too infrequently.

If you want to correct this imbalance, you are cordially invited to raise your voice – for example in our FutureGoodGovernance in Dialogue column or indirectly by becoming a member of the Association of Supervisory Boards in Germany (VARD). In doing so, you strengthen the voice of those who are committed to all stakeholders and bear practical responsibility for governance structures.

Because “good governance” only works with the decision-makers – and not against them.

Sincerely

Yours, Peter H. Dehnen (Editor)