This presentation titled "Introduction to Corporate Governance in Germany" includes the following topics:
- Legal structures of the German companies;
- Compliance with OECD principles;
- Criticism;
- Discussion;
- German Corporate Governance Code
Inhaltsverzeichnis (Table of Contents)
- Corporate Governance in Germany: A general introduction
- The OECD principles
- Ensuring the Basis for an Effective Corporate Governance Framework
- The Rights of Shareholders and Key Ownership Functions
- The Equitable Treatment of Shareholders
- The Role of Stakeholders in Corporate Governance
- Disclosure and Transparency
- The Responsibilities of the Board
- Legal structures of the German companies
- Compliance with OECD principles
- Criticism
- Discussion
- German Corporate Governance Code
- The two-tier system
Zielsetzung und Themenschwerpunkte (Objectives and Key Themes)
This document provides a general introduction to corporate governance in Germany. It examines the legal structures of German companies and their compliance with the OECD principles. It also explores the two-tier system, a prominent feature of German corporate governance, and its impact on the rights of shareholders and stakeholders.
- Compliance of German corporate governance with OECD principles
- The two-tier system and its implications for stakeholder rights
- The role of shareholders and stakeholders in German corporate governance
- The effectiveness of German corporate governance framework
- The decision-making processes and board composition in German companies
Zusammenfassung der Kapitel (Chapter Summaries)
The document begins by introducing the concept of corporate governance and its significance in Germany. It then outlines the OECD principles of corporate governance and examines how these principles are reflected in the German legal framework.
The document further delves into the structure of German companies, particularly the two-tier system, which distinguishes between the management board and the supervisory board. It analyzes the role of shareholders and stakeholders in this system, highlighting the impact of labor representation and the potential for conflicts between different stakeholder interests.
Schlüsselwörter (Keywords)
The primary focus of this document is on corporate governance in Germany, specifically examining the two-tier system and its implications for stakeholder rights. Other key concepts include OECD principles, shareholder rights, stakeholder engagement, labor representation, and decision-making processes within German companies.
Frequently Asked Questions
What are the main characteristics of German Corporate Governance?
A key feature is the two-tier system, consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat). It also emphasizes stakeholder rights, including labor representation (codetermination).
How does Germany comply with OECD principles?
Germany aligns with OECD principles through its legal framework and the German Corporate Governance Code, focusing on transparency, shareholder rights, and the responsibilities of the boards.
What is the "two-tier system" in German companies?
Unlike the one-tier system (e.g., in the US or UK), the German model separates management and oversight. The Management Board runs the business, while the Supervisory Board monitors it and appoints board members.
What is the role of the German Corporate Governance Code?
The Code provides recommendations and suggestions for listed companies to improve transparency and trust. Companies must declare annually whether they comply with the recommendations ("comply or explain").
What are common criticisms of German Corporate Governance?
Critics often point to the potential for slow decision-making in the two-tier system and possible conflicts of interest arising from labor representation on the supervisory board.
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- Paula Müller (Autor), 2014, Introduction to Corporate Governance in Germany, Múnich, GRIN Verlag, https://www.grin.com/document/450800
