Welcome to the Centre for Corporate Governance
Corporate Governance in Germany is characterized by a number of unique features, chief among them being the requirement under the German Stock Corporation Law (AktG) that boards of directors are divided into two tiers: a management board (called the Vorstand) which is solely responsible for the management of the company, and a supervisory board (called the Aufsichtsrat), which is charged with overseeing the activity of the management board. German boards of directors are also unique in that, under the German 'Co-determination Law', supervisory board members of large companies (> 500 employees) are elected both by shareholders and by company employees: the employees elect one third or half of the board (depending on the size of the company). Neither shareholders nor employees elect members to the management board; instead, these members are appointed by the supervisory board. The German Corporate Governance Code (Codex) works on a 'comply or explain'-basis and aims at making the German Corporate Governance system more transparent and understandable.
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Corporate Governance Forum
Corporate governance newsletters
In the latest issue of the German Board Newsletter 'Corporate-Governance-Forum: Informationen für Aufsichtsrat und Prüfungsausschuss' is a review of the Act on the Appropriateness of Executive Board Compensation (VorstAG) as well as the Principles of Good Corporate Governance for Public Companies that have become effective and that will affect the work of supervisory boards in the future. In addition, the newsletter includes a number of significant articles about board practice, for example the prevention of compliance risks, IFRS income taxes, and issues concerning data privacy.
Impact of Corporate Governance on Share Prices
Deloitte together with the university of Duisburg-Essen carried out a survey on the impact of corporate governance on listed companies' share prices. The survey is based on data provided by 87 listed companies and 59 financial analysts. The study reveals a number of interesting results: For example, company representatives assume that they can appraise the effects of providing transparent information to financial analysts very well. However, financial analysts tend to estimate the effects of confidence-building measures to be more important than do company representatives.
> Download PDF (German only)
Germany Corporate Governance Services
The Center for Corporate Governace of Deloitte Germany offers strategic advice and support for board and audit committees. You can find more information on the range of corporate governance services provided here. (German only)
Hot Topics
New rules regarding the appropriateness of Management Board Remuneration
The Act regarding the Appropriateness of Management Board Remuneration (VorstAG) came into force on August 5, 2009. It aims to address shortcomings regarding management board remuneration, which has been seen as one cause of the current financial and economic crisis. The following publication from the law firm Mayer Brown provides details on the new regulations.
German Corporate Governance Code has been amended
The German Corporate Governance Commission has amended its Code per June 18, 2009. In particular, the Commission has considered guidance with respect to compensation arrangements at listed companies as well as the issue of board of director diversity.
Governance Podcast: Corporate Governance in Turbulent Times - A Global Perspective
Regulators and investors are paying closer attention to corporate governance in light of the economic downturn. In this new Deloitte Global Insights podcast, partners from the UK and the German firms look at some of the key issues facing boards and how they're responding in these uncertain times.
Risk Intelligent Governance
A Practical Guide for Boards
This publication advises boards on their risk oversight responsibilities by providing six areas of focus and action-oriented steps, questions for management, and tools that may help the board implement improvements in each area.
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Risk management
Lessons learned for improving risk intelligence
A look at the recent experience with structured credit products to provide a perspective on lessons learned in risk management and how those lessons can be applied by financial institutions.
Dusseldorf Governance Forum
Deloitte together with the Millstein Center for Corporate Governance of the Yale School of Management held a conference in Düsseldorf, Germany, on May 18, 2009 entitled “Corporate Governance in Challenging Times: Past – Present – Future”. You can find the English language documentation of this event here.
Report on Code Compliance 2009
The Berlin Center of Corporate Governance has published its seventh study on the compliance of Germany's listed companies with the recommendations of the German Corporate Governance Code. The study shows compliance for each major German index and for each recommendation and suggestion of the Code.
> View Report (German only)
Heidrick & Struggles Corporate Governance Report 2009
This report provides an overview of how boards of directors across Germany and 12 other European countries are responding to the credit crisis. In particular, the report highlights the decreasing number of independent directors among German boards, to a level that is among the lowest in Western Europe.
Axia Award brochure
Survey results on corporate governance practices of mid-market family-owned companies in Germany.
> Download PDF (German only)
Liability risks
A look at Liability risks resulting from Corporate Governance.
> Download PDF (German only)