German stock corporation law stipulates that at least one member of the supervisory board of a public interest entity must have expertise in the field of accounting and at least one other member of the supervisory board must have expertise in the field of auditing, the so-called "Financial Experts". In addition, the majority of supervisory board members, including the chairman, must be independent. These statutory composition rules are intended to ensure the quality of the supervision of the supervisory board and its professionalization.
However, it is equally important to have an independent "Legal Expert" on the supervisory board, even if this is not regulated by law. Not only because the legal framework is becoming increasingly complex - just think of the number of new regulations with regard to environment, social & governance issues - but also in order to quickly have the necessary technical expertise at hand in special situations, whether in corporate crises, transactions or even just in operational business. The latter is also increasingly important because any company today can quickly find itself in disadvantageous situations due to active shareholders and a business-critical public.
For many years, I have been advising companies, management boards and supervisory boards as a lawyer - specializing in corporate law, also in an international environment. In doing so, I have been able to acquire specific expertise, particularly in the areas of corporate governance and stock corporation law. This includes in particular expertise on
- the self-organization of the supervisory board (in particular its performance of tasks, meetings and resolutions),
- the competencies of the Supervisory Board (above all its authority over the Executive Board and its supervision of management)
- the transactions of the management requiring approval and participation, and
- the duties to protect the company and its shareholders (in particular, liability issues and damages due to breaches of duty by the management board).
In addition to my legal expertise, I also have knowledge of accounting, balance sheet analysis and corporate finance.
In addition to my expertise as a legal expert, I also have practical experience in such a position as an active supervisory/advisory board member. It is nothing new for me to develop a deep understanding of a company, its functioning and the environmental conditions in which it operates. In doing so, I focus on two core topics that are particularly complex for supervisory/advisory boards: Family Businesses and "Environment, Social & Governance" (ESG).
Family businesses are often characterized by specific strengths and weaknesses that are directly related to the special structure shaped by the entrepreneurial family and its family ties. As a supervisory/advisory board member of such companies, it is necessary to have not only sound professional but also social competence in order to facilitate a balance between the family members and tribes. This is accompanied by a large number of difficult issues in the reality of the company. From family governance and sustainable corporate strategy to corporate succession, family businesses require their supervisory and advisory boards to understand the complex framework conditions and also the "political" influencing factors and to take them into account in their mandate. For supervisory/advisory boards, empathy and interpersonal sensitivity are particularly important, because unlike in other industries, the fate of corporate traditions and entire families is at stake here.
Environment, Social & Governance (ESG)
When it comes to issues surrounding the complex topic of "Environment, Social & Governance" (ESG) in relation to companies, it is important for supervisory boards to be up to date. Sustainability, social standards, corporate governance and the like are challenges that are particularly demanding for medium-sized companies - and their boards. Whether it's managing reputational risks, rising financing costs, capital market risks, or managerial liability, strategic and legal uncertainties lurk almost everywhere due to increasing ESG regulation. On the other hand, new opportunities arise for companies, for example through better financing options, attractiveness for qualified (young) professionals or incentives for change processes. As a supervisory board, it is essential to have international experience and to keep an eye on the future development of ESG. As a supervisory board member, you also have to be able to respond internally to the dynamic internal organization of companies in the transformation process, which is increasingly in demand. Finally, it is necessary to understand - and flexibly adapt oneself (as well as the management) to it - that business models and processes are constantly changing and that mistakes can happen.