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From the magazine SZW-RSDA 3/2020 | S. 240-253 The following page is 240

Good Corporate Governance: Von der Zielsetzung zur Unternehmens­organisation – am Beispiel des neuen Aktienrechts

The authors start out by noting that the term and discussion around corporate governance developed from a technical designation without content to a concept of «good» corporate governance that increasingly prescribes the ways, not the goals of corporate governance. Likewise, the question whether a corporate governance system is good or bad is not measured in light of its efficiency in achieving the corporate goals (whether such goals are set by the companies or by the law), but whether certain requirements (e.g. separation of chairman and CEO) are met. This tick-the-box or buzzword corporate governance is very eminent in the voting guidelines of proxy advisors or in the «Minder» regulations, while non-binding codes leave more flexibility. However, this approach also found its way into the corporate law reform. Numerous proposals are in a very general way justified as «improvement of the corporate governance». The goals of such corporate governance, by which its «improvements» are to…

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