Buhlmann's Corner

Corporate Governance on Summer vacation

If all the experts can find to say is that the Deutsche Corporate Governance Kodex ought to keep lobbyists at arms-length, there mustn’t be very much that’s really worth getting hot under the collar about. Of course, it stands to reason that a committee of experts can’t ignore a legal discussion instead of complaining that nothing works properly. I just hope that real exchanges of views – the constructive kind between people who understand each other – raise their head again. Indeed, I think I can already hear something rustling in the undergrowth.

Anyone who is back in the fray with their holiday gear packed away is going to run up against the discussion on diversity which is now very little more than just bickering about gender equality. It has become talking senselessly and getting nowhere, like the two ladies Elke König, president of Bafin (bafin.de) and her European counterpart Danièle Nouy, chair of the supervisory board of the ECB are doing. And while we’re on the subject by what gender equality quotient did all those women come to head supervision in the world of finance. Who, I wonder, is going to plead the cause of men like me, for me and for a brighter future?

Should the Corporate Governance Codex Commission in Berlin, now strengthened under the new leadership of Manfred Gentz, fail in its mission and be left with the percentage of women as its sole raison d’etre and criterion in the debate on diversity, then it could take its model of lobbying, set aside the capital needed, and establish an “Agency for Women on Supervisory Boards”. I’m beginning to think that it’s the only way of placating the youthful minister for Justice (bmjv.de) who states “let no seat be left un-sat upon”.

Leaving aside the issue of how unconstitutional it may be, not to mention all the other unanswered legal  questions, it seems that all a joint stock company has to do to be on the safe side is turn itself into a  European concern and change type of company.  Assuming, that is, that there is still someone out there who has the quota issue at heart.  The famous article 104 of the German law comes to mind; the one on joint stock companies that was put there with the sole objective of “salvaging” co-determination. What future now awaits seats for women un-sat upon?

Talking of empty seats, I want to stress that shareholder presence at general meetings has gone up this year too, with the exception of the usual cases like Heidelberger Druck, Deutsche Banke and K+S. This year’s wooden spoon – the figure mooted is 19% - goes to MTU Aero Engines. The fault, however, was not in how the system worked but in communication problems between service providers. Everything is fine as long as the shareholders are aware of what they’re doing, and provided what they’re doing is guided by their sense of responsibility vis-à-vis clients and employees. What really counts is being aware of one’s responsibilities.