Corporate governance – Management board and supervisory board

The management board and supervisory board are the focus of investors and the public. With our advice, we strengthen management boards and supervisory boards in their role, ensure legally compliant board decisions and support them in designing customised corporate governance structures that are efficient and fit for the future.

Our range of advisory services for corporate governance, management and supervisory boards

• Providing advice on rights and obligations of the management board and supervisory board as well as the respective board members: Providing detailed information on legal competences and obligations, application of the Business Judgement Rule to avoid liability, liability prevention
• Coaching board members: Providing individual advice and training for management and supervisory board members to help them understand and effectively perform their duties and responsibilities
• Preparing expert opinions on compliance with the Business Judgement Rule (Business Judgement Opinions) as a way to prevent liability
• Providing advice on the use of artificial intelligence (AI) for the committee work of the management board and supervisory board, in particular with regard to business decisions (Business Judgement Rule, requirements of the AI Act), and support with the development of AI decision-making governance
• "Compliance with the GCGC": Assisting with applying and complying with the recommendations and suggestions of the German Corporate Governance Code (GCGC) and submitting the annual declaration of compliance in accordance with section 161 German Stock Corporation Act (AktG)
• Corporate governance structures: Developing sustainable corporate governance structures and implementing corporate governance checks to ensure compliance with best practices
• Sustainable corporate governance/Environmental Social Governance (ESG): Providing advice on the implementation of ESG strategies and measures to achieve sustainability goals and ensure ESG compliance; providing advice on sustainability-related duties of the management board and supervisory board and on the consideration of sustainability aspects in business decisions (Business Judgement Rule); providing advice on the sustainability-related recommendations of the German Corporate Governance Code (GCGC) and the sustainability requirements of institutional investors and proxy advisors
• Reviewing and adapting to current (legal) developments the articles of association, the rules of procedure for the management board (including the schedule of responsibilities), the rules of procedure for the supervisory board, the rules of procedure for the committees of the supervisory board (e.g. audit committee, nomination committee, personnel committee, sustainability committee) and optimising the sets of rules, also from the perspective of practicability
• Providing legal advice in connection with the annual corporate governance reporting and accounting, e.g. assisting with preparing the declaration of compliance pursuant to section 161 German Stock Corporation Act (AktG), the (group) corporate governance declaration, the report of the supervisory board and the proposal of the management board for the appropriation of the balance sheet profit
• Providing advice on stock corporation law and capital markets law on transactions of the listed company with related persons (related-party transactions)
• Performing a corporate governance check – modular advice to review the extent to which existing structures comply with legal requirements and are in line with market standards: 
  • Module "Corporate constitution": Reviewing the articles of association and the rules of procedure for the management board, the supervisory board and any supervisory board committees to determine whether they comply with legal requirements and whether they are congruent and practicable
  • Module "Information obligations": Reviewing the reports' content and reporting channels and how these are anchored in regulations, including the flow of information between the management board and supervisory board and within both boards; involving those responsible for the governance systems (internal control system, risk management system, compliance management system and internal audit)
  • Module "Supervisory board work": Reviewing the supervisory board's work to determine whether it complies with legal requirements both in terms of content (e.g. selection of supervisory board members, composition and remuneration of the management board) and form (e.g. minutes of meetings and resolutions, resolutions, report of the supervisory board, security and confidentiality of communication)
  • Module "Management board work": Reviewing the work of the management board to determine whether it is in line with legal requirements, e.g. minutes of meetings and resolutions, resolutions, duties in connection with compliance, internal control and risk management, and delegation
  • Module "Group management": Reviewing the management duties of the management board and the supervisory duties of the supervisory board at group companies, including the group structure and inter-company agreements, reporting channels and reporting duties, reservations of consent
  • Module "D&O insurance": Reviewing the scope of protection of the D&O insurance, exclusions of liability and cover
• Appointing new board members and succession planning: Providing advice in connection with planning and implementing new appointments to the management board and supervisory board; providing advice on structured, long-term succession planning
   

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Our range of advisory services for supervisory boards

• Onboarding of new supervisory board members: Assisting with orderly onboarding of new supervisory board members and with the development of an onboarding programme for new members of the supervisory board
• Assisting with drawing up a meeting schedule and a regular items plan for the supervisory board and individual committees
• Preparing a playbook for critical elections to the supervisory board with measures to maximise the chances of success for the (re-)election of candidates proposed by the supervisory board to the supervisory board
• Providing advice to the supervisory board on personnel matters relating to the management board and on the remuneration of management board members:
  • Appointing management board members and removing them from office
  • Drafting, concluding and terminating service contracts with members of the management board; termination and severance negotiations with members of the management board
  • Drawing up stay-on-board regulations (agreement on the suspension of the service contract)
  • Appointing supervisory board members to the management board
  • Providing advice on stock corporation law and capital markets law in connection with management board succession procedures
  • Drafting consultancy agreements with members of the management board
  • Developing and reviewing the remuneration system for members of the management board 
  • Drawing up share ownership guidelines
  • Preparing and reviewing remuneration reports in accordance with section 162 German Stock Corporation Act (AktG)
• Assisting with preparing and reviewing a comprehensive requirements profile for the supervisory board including a competence profile, diversity concept and concrete objectives for the composition of the entire board in compliance with the legal requirements and taking account of the recommendations of the German Corporate Governance Code (GCGC) and the requirements of institutional investors and proxy advisors
• Assisting with preparing and reviewing the qualification matrix for the supervisory board taking account of the requirements of institutional investors and proxy advisors
• Assisting with preparing proposals for the election of supervisory board members for the general meeting and with long-term supervisory board succession planning
• Assisting the supervisory board with its assessment of how effectively the supervisory board as a whole and its committees fulfil their tasks (self-assessment within the meaning of recommendation D.12 of the German Corporate Governance Code (GCGC))
• Providing advice on employee co-determination issues; assisting with the implementation of the procedure for the election of employee representatives to the co-determined supervisory board (e.g. using the legal tech tool CMS Election)
• Consultancy agreements with members of the supervisory board
   

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