Corporate Governance in Germany

To whom does corporate governance apply?

The issue of corporate governance plays a fundamental role for all companies as well as for private individuals involved in business transactions in Germany, irrespective of their legal form, as laws, regulations and rules must be complied with. Failure to comply with them can result in increasingly drastic sanctions at all levels.

Implementing compliant behavior in German companies

Consequently, it is essential to ensure compliant behavior within the company by implementing adequate structural measures, e.g. by complying with existing information obligations and adapting operating procedures to the relevant legal situation and market practice in Germany.

Business managers, supervisory bodies as well as senior executives must be able to demonstrate compliance with a comprehensive set of monitoring, confidentiality and legality obligations in accordance with the standard of care set out in the applicable laws.

It is true that those responsible enjoy extensive discretionary powers within the scope of their entrepreneurial decisions. However, this discretion may be reduced to a rather low level in the case of companies with a certain risk and liability potential. This may result, for instance, from 

• the respective activities,
• the staff,
• the internationality,
• the activity or
• the distribution

in sensitive jurisdictions and therefore affects companies and private individuals acting on their behalf.

A suitable compliance management system can effectively mitigate the associated risks of impending criminal prosecution or liability risks that often threaten the existence of the company even in the case of minor negligence.

Our consulting services concerning corporate governance compliance

Our experts advise companies in Germany, regardless of their legal form and size, on the

• corporate governance analysis: design of new and modification of existing corporate governance systems and structures,
• design and implementation of service and employment law duties to act and report within the corporate hierarchy, preventive as well as reactionary avoidance of liability cases,
• design of D&O insurance policies based on existing risks,
• risk analysis phase to identify specific risks due to the individuality of the respective company by means of appropriate due diligence and analysis of existing precautions for compliant conduct,
• development of a compliance management system,
• implementation of an individually designed compliance management system,
• monitoring as well as possible adjustments in line with requirements,
• implementation of customized solutions and strategies for corporate governance management,
• adaptation, individualization and expansion of existing compliance management structures according to individual needs.