Der Verwaltungsrat
The completely revised and expanded 5th edition takes into account all relevant changes in legislation and case law in recent years, in particular the new stock corporation law. This includes share capital and its changes, reserves, and dividends, reimbursement of benefits, new developments in the AGM, conflicts of interest and recusal rules, reorganization obligations, gender representation in the BoD and top management, and responsibility under stock corporation law. The samples and checklists have also been updated and expanded to 148 directly usable Word and Excel templates, in particular: Family Constitution, Organizational Regulations for Group Parent Company and Subsidiary, Advisory Board Regulations, Mandate Agreement for Board of Directors in Contractual Relationship, Compliance Management, Due Diligence, Data Protection, Assessment of Auditors.
Board ViewsEvery Strategy Needs an Owner Strategy
Who ultimately determines the strategic direction of a corporation? The board, the CEO, the strategy department, the strategy consultants, or perhaps even artificial intelligence?
The obvious answers are tempting, but incomplete. Not the board alone, even though it carries central responsibility for strategic direction and oversight. Not the CEO, although management typically develops and implements strategy. Not the strategy department, although it may structure the process. Not the consultants, although they may sharpen the analysis. And not artificial intelligence, although it is playing an increasingly important role in the strategy process.
All of these actors may shape strategy, refine it, and translate it into decisions and action. Yet the most fundamental strategic expectations should originate one level higher: with the owners.
Whether the owner is a family, the state, a foundation, a private equity investor, or a dispersed group of shareholders, ownership inevitably carries expectations. Owners have views, explicit or implicit, about why they hold the company, what they expect from it, how long they intend to remain invested, which risks they are willing to accept, how much capital they are prepared to provide, and what they ultimately understand by value creation. These expectations form what can be described as an owner strategy.
Board ViewsDebunking Ten Common Board Myths
Boards love simple formulas. “Nose in, hands off.” “Boards set strategy.” “Independence matters.” “Ask questions, don’t provide answers.” They are memorable, easy to teach, and often directionally right. They are also dangerous when taken too literally.
Most governance myths are not wrong because they are false. They are wrong because they are incomplete. They capture one side of a tension while ignoring the other. Yet board effectiveness rarely comes from choosing one side. It comes from understanding both.
Here are ten board myths worth debunking.
Board ViewsAgentic Governance: Is It Time to Rethink Principal-Agent Theory?
Artificial intelligence is beginning to reshape not only how organizations make decisions, but also how governance itself is exercised. Much of the current discussion focuses on the extent to which artificial intelligence can support, augment, or automate human decision-making. Yet the emergence of agentic intelligence raises a more fundamental question: What happens when artificial systems increasingly interact, negotiate, decide, and act autonomously with other artificial systems?
