Pursuant to Sec. 100 (5) German Stock Corporations Act (AktG), at least one member of the supervisory board of a capital market-oriented company must be independent and have expertise in the fields of accounting or auditing, the so-called "financial expert". This statutory appointment rule is intended to ensure the quality of the activities of the supervisory board and its professionalization.
However, it is just as 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 more and more complex - just think of digitization and compliance - but also in order to quickly have the necessary specialist expertise at hand in special situations, be it in company crises, in transactions or even just in operational business. The latter is also increasingly important because every company today can quickly find itself in disadvantageous situations due to active shareholders and an economically critical public.
For many years I have been advising companies, management boards and supervisory/advisory boards as an attorney - specializing in corporate law, both in domestic and international environments. In doing so, I was able to acquire specific expertise, in particular in the areas of corporate governance and stock corporation law. This includes in particular specialist knowledge of
- the self-organization of the supervisory board (in particular its tasks, meetings and resolutions),
- the competencies of the supervisory board (above all the personnel competencies over the management board and the supervision of the management),
- management transactions requiring approval and co-operation, and
- the duties to protect the company and its shareholders (in particular liability issues and damages for 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 specialist knowledge, I also have hands-on experience as an active member of the supervisory/advisory board. It is nothing new for me to develop a deep understanding of a company, its functioning and the environment in which it operates. For this, the appropriate industry knowledge is also indispensable.
The companies I advise on supervisory boards are active in two industries: Digital Business and Health Care/ Life Sciences. Through a major third-party funded project that I lead, I also have a deeper knowledge of the aviation industry.
In the "Digital Business" segment, the supervisory board must be up to date in terms of technology. Big Data, Internet of Things, Artificial Intelligence and the like are business areas that technology-driven companies - and their executive bodies - demand to a great extent. Whether it is the expansion and defense of innovative business models in an extremely dynamic market environment, IT security as an existential risk or traditional outsourcing, strategic and legal imponderables lurk almost everywhere. In addition, the industry is characterized by the constant entry and exit of other market participants, highly competitive pressure and increasing regulation (especially in the area of data protection). As a supervisory board member in this industry, it is essential to have international experience and to have an affinity for digitization. Typically, digital business companies are characterized by a dynamic internal organization, which the supervisory board must be able to deal with internally. It is also necessary to understand and adapt flexibly to the fact that business models can change several times.
Health Care / Life Sciences
The health care and biotechnology market is large and heterogeneous. Companies that operate many health care facilities at the same time and are active in many fields within this branch are called "complex carriers". As the supervisory board of such complex carriers, it is necessary to have a broad range of industry knowledge, especially in the areas of hospitals and old people's and nursing homes. This is accompanied by a large number of difficult questions in corporate reality. From public law reimbursement as an important source of income to specific compliance requirements to research and development, especially in pharmaceutical and biotech companies, companies in this sector require their supervisory boards to understand the complex framework conditions and also the political influencing factors and to take them into account in their work. For supervisory boards in this industry, empathy and interpersonal intuition are particularly important, because unlike in other industries, the fate of people in need is almost always at stake here.
The aviation industry requires a special level of technology and innovation, highly qualified employees and intensive capital investment. Although travel and freight traffic have developed very well, the industry is still coming under increasing pressure from new or rapidly expanding market participants - in the airline sector as well as in the development and production of aircraft. The industry thus places high demands on supervisory board members who have to deal with the peculiarities of a particularly internationalized and regulated industry. On the other hand, supervisory boards also have the opportunity to support companies in an industry that is facing major changes in many respects and has enormous growth potential. Strategic farsightedness, international thinking and a technical cross-sectional knowledge are required in the corporate bodies in order to successfully steer the companies.
My job also means that I often have contact with other industries in which I like to familiarize myself. As a supervisory board member, I am therefore also open to other business areas.