Achleitner & Merz: Guiltless guilty? The tragedy of the supervisory boards

Corporate Governance

ThyssenKrupp, Deutsche Bank, Volkswagen: 17 years after the publication of the German Corporate Governance Code, one scandal follows another. At the same time, criticism of Germany’s supervisory board chairmen as the supreme guardians of corporate culture is growing, understandably. WirtschaftsWoche, for example, recently stated a “cartel of clones” which, despite all the diversity Sunday speeches, led to monocultures in management. That’s true, but if you think we just need new chief inspectors, it’s too easy. A closer look reveals that in many cases the heads of the supervisory boards are themselves driven.

Cevian, Qatar and the Porsches: Major shareholders exert pressure

Financial investor Cevian put pressure on ThyssenKrupp. Paul Achleitner, Chairman of the Supervisory Board of Deutsche Bank, nominated the controversial Jürg Zeltner at the insistence of Qatar. And at VW, Hans Dieter Pötsch let the owner families take him to task despite serious conflicts of interest. The problem is therefore not least the influence of large shareholders, which can make good decisions more difficult: As in Greek tragedies, some supervisory board chairmen are “guiltlessly guilty”; formal independence and good intentions are sometimes thwarted by real constraints. We are convinced that in order to find ways out of the dilemma and strengthen the independence of supervisory bodies, we must finally discuss new approaches to corporate governance.

Limit shareholder rights for the benefit of the company?

One option would be a professional service provider to supervise the board of directors (which is already being discussed intensively in the US). Shareholders could then have a say in the selection of the service provider – nothing more. Another possibility would be to draw new supervisory board members from a pool of suitable candidates. This would also limit the influence of individual shareholders on the composition of the committee. Thinking too far, you mean? Not compatible with shareholder rights, two-tier system and co-determination? Then come to the 15th German Supervisory Board Day (#DART15) on November 4-5 in Düsseldorf and discuss #FutureGoodGovernance with us. New times need new answers.