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. This is difficult to understand because a well-organized board is the guarantor of successful and sustainable corporate development. We will analyze the weak points and support you.
By leveraging all available public resources, we analyze our clients' business and put together an objective, holistic report on the company’s corporate governance performance.
To get a better idea of our analysis, please refer to the following link for a free sample:
"Blended Learning" is an approach that has become increasingly prevalent in learning and training projects over the last few years, driven by digitization. The aim is to convey the learning content faster and more efficiently, and to increase acceptance.
With our various modules, we not only support individual board members. We also help companies to comply with legal requirements such as the German Corporate Governance Code, the Public Governance Code, and other guidelines.
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.
Supporting the nomination process
A fundamental element of a board’s work is succession planning. We support the Chairman of the Board or Nomination Committee in the nomination process of new board members with:
· the creation of a requirement profile
· the identification and selection of suitable candidates
· the cast, appointment and election to the Board
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.