VIPsight - March 2012

COMPANIES

VIP opinion on the adaptation of the German Corporate Governance Code:

The Code Commission is not more sovereign than the sovereign – the general meeting. Not even on the question of “(in-)dependence,” which is by definition very difficult. Those who have nothing to do with a company are as independent as they are irrelevant. A (transparently!) dependent adviser can, however, do justice to the business – in various senses.

One solution to this dilemma might be to set a low threshold, above which an AGM would, as with a point of order, rule autonomously by resolution, and taking account of the well-known vote deductions (discharge, special audit, etc), on the question of (in-)dependence. Where, in accordance with a regulated quorum, the independence of the candidate is established, it should be assumed that the world is in order, for a period also to be determined; if it turns out, however, that dependency is present, the AGM should obviously carry out a re-election annually. The sovereign is called ‘shareholder’.

February 2012, VIP