The Wirecard case once again shows the importance of good corporate governance for the integrity of corporate activities. In this respect, the laws under company law and the German Corporate Governance Code set the framework conditions, which should be tightened up in various points. This article presents twelve theses on strengthening corporate governance for discussion.
The Wirecard case in particular has revealed weaknesses in the current system of reviewing financial reports. All the lines of defence provided for in the law against faulty accounting have apparently not been effective in this specific case, at least temporarily. Other areas of corporate governance also seem to be affected.
The independent interdisciplinary working group on corporate governance, which includes legal scholars and economists from various universities, has discussed possibilities for improving corporate governance, especially of listed companies, which are presented in the following theses for legal policy discussion. The reform proposals, insofar as essential aspects of corporate governance are addressed, should be implemented by the legislator for constitutional reasons (principle of the rule of law and democracy), preferably in a uniform manner under EU law. In our view, this includes, in particular, regulations on the requirements for supervisory board members in terms of qualifications and time budget, on their independence and on the equipment of the supervisory board. Other, less central questions can be left to the autonomy of the articles of association and organisation of the companies. The German Corporate Governance Code (DCGK) can formulate supplementary recommendations, but should above all concentrate on systematically describing the legal as well as the other generally recognised rules of good corporate governance in the interest of better transparency.
To read all theses, please download the document below.
The members of the interdisciplinary Corporate Governance Working Group (AKCG) are: Prof. Dr. Bernhard Pellens (spokesperson, Ruhr-Universität Bochum), Prof. Dr. Joachim Hennrichs (spokesperson, University of Cologne), Prof. Dr. Katja Langenbucher (Goethe University Frankfurt/M.), Prof. Dr. Anne d'Arcy (Vienna University of Economics and Business), Prof. Dr. Rolf Uwe Fülbier (University of Bayreuth), Prof. Dr. Dr. h.c. mult. Peter Hommelhoff (University of Heidelberg), Prof. Dr. Christopher Koch (Johannes Gutenberg University Mainz), Prof. Dr. Jens Koch (University of Bonn), Prof. Dr. Hanno Merkt (University of Freiburg), Prof. Dr. Stefan Müller (Helmut Schmidt University/University of the Federal Armed Forces Hamburg), Priv.-Doz. Dr. Moritz Pöschke (University of Cologne), Prof. Dr. Thorsten Sellhorn (Ludwig-Maximilians-Universität Munich).