Aufsichtsratsmitglieder

Aufsichtsratsmodell, or the two-tier board system, is a form of corporate governance used in Germany and several European countries. It separates management and supervision into two boards: the Vorstand (executive board), which runs daily operations, and the Aufsichtsrat (supervisory board), which oversees strategy and governance. The Aufsichtsrat appoints and dismisses the Vorstand, approves significant actions, and monitors performance, risk management, internal controls, and compliance. It does not manage daily activities.

Composition and representation: In many German companies, codetermination rules provide employee representatives with a substantial share of seats on the Aufsichtsrat. The exact ratio depends on size and law, but a balance between shareholder and employee representatives is common. Members are elected by shareholders and, for certain seats, by workers. The board may form committees such as Audit, Nomination, and Remuneration to handle specialized tasks.

Procedure and scope: The Aufsichtsrat meets regularly and votes by majority. Its duties include approving annual financial statements, reviewing internal controls, and overseeing risk management and compliance. It also oversees the appointment and remuneration of the Vorstand and monitors strategy and major investments. The model aims to align management with long-term, broad stakeholder interests.

Comparison: The two-tier Aufsichtsratsmodell contrasts with one-tier governance systems where management and supervision sit on a single board. Proponents argue it improves oversight and long-term focus; critics say it can slow decision-making and create conflicts between shareholder and employee representatives. National corporate governance codes and stock market rules influence its practice.