Board and Governance Training

"Blended Learning" is an approach that has become increasingly prevalent in learning and training projects over the last few years, driven by advancing digitization. The goal is to convey the learning content more efficiently and faster while at the same time increasing acceptance.

In some cases, for compliance reasons, it may be necessary to host the platform on the client’s servers. Not a problem -- we can provide the training or communications infrastructure on our client’s servers to meet these requirements.

Our offer includes:

·         Onsite training and workshops

·         Web based coaching

·         Virtual classrooms

·         Short animations and explanatory videos

·         Portals and social media

 

 

Governance Performance

The nomination, qualification, composition, and functioning of the supervisory bodies is an issue that is gaining increased attention from investors. Investors rely on publicly available information – unfortunately, issuers often fail to disclose all relevant data. We analyze the weak points.

In some cases, however, because of customized voting guidelines, institutional investors may have very different requirements (e.g. regarding compensation, share buyback programs, or board elections). We can help issuers to reduce risks and prevent misunderstandings when dealing with their investors.

We start by analyzing any weaknesses in the company’s meeting agenda, Annual Report, and website. This allows us to assess whether the problem is merely a lack of transparency or whether the issues are more fundamental. Next, we assess how better communication and active engagement with key shareholders and proxy advisors may improve how the company’s corporate governance will be judged. The aim is to present a positive image of the company's corporate governance.

Many years of expertise enable us to reduce risks caused by lack of transparency, inadequate governance practices, and false commitment. Your investors will thank you.

 

 

 

Supporting the nomination process

A company’s environment constantly changes. Therefore, the required expertise of the Supervisory Board may need to adapt to meet this new reality. For example, in the age of digitization, candidates with knowledge of cybersecurity are currently in high demand. Legislative requirements (e.g. a women's quota) or the wishes of institutional investors (board independence, age limit, international diversity) severely restrict the pool of potential candidates.

Our extensive network enables us, with the help of our partners, to support your company in the identification and recruitment of suitable candidates: from narrowing a wide pool of available candidates to a "short-list" to conducting interviews to the presentation of an election proposal.

A carefully prepared meeting agenda facilitates a positive vote in the board elections. Accompanying training measures and a well-structured onboarding process further reduce any difficulties right from the beginning.

Board Evaluations

The Supervisory Board of listed companies should regularly review its efficiency in accordance with section 5.6 DCGK (German Corporate Governance Code). Special codes - such as the PCGK (Public Corporate Governance Code of the Federation) or the Code of the DGRV (German Cooperative and Raiffeisen Association) - also exist for other types of companies. Since 1 January 2014, an annual review of the structure, size, composition and performance of the administrative or supervisory body is mandatory for credit institutions (§ 25d (11) no. 3 KWG). Governance & Values provides efficiency reviews based on Din Spec 33456 - Guidelines for Regulatory Business Processes. We provide evaluations for the following structures:
  

·         Supervisory Board in a listed stock corporation

·         Supervisory Board in accordance with the German Banking Act

·         Supervisory Board in an unlisted stock corporation

·         Supervisory Board in a limited company

·         Supervisory Board in a public company

·         Supervisory Board in professional football

The content of the respective efficiency tests is in compliance with the regulatory requirements, be they a legal or a statutory requirement. Relevant internal guidelines can also play a role. In addition, the effectiveness of the monitoring activity and the composition of the Supervisory Board and its committees will be examined. An important element in connection with the latter point is the suitability and activity of each board member.
 

A typical efficiency test will include the following steps:

1.           Planning and preparation

2.           Analysis of the questionnaire

3.           Structured individual interviews

4.           Discussion and documentation of the results
 

In order to better assess your own performance, our analysis also includes an anonymous peer group comparison.

Ad Hoc Votes

As a rule, a Company’s proxies or bank representatives exercise investors’ voting rights based on clear instructions, without discretion.

In the case of ad hoc proposals made at the general meeting, the representatives often cannot exercise their voting rights, as these proposals are generally not covered by the instructions received before the meeting.

Thus, there is the possibility that minority shareholders suddenly become majority shareholders and ad hoc proposals receive enough support to pass.

Governance & Values makes sure that you are represented at the general meeting and allows you to make an informed decision through a push service. Furthermore, you will receive a confirmation for your records.