Experts demand that the code be deleted without replacement. But I am convinced that we need a strong code for a strong economy.


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I don’t always agree with Manuel René Theisen. But when I read his latest column I inevitably nodded. Theisen states that “hardly any trace elements of the original approach of the code reform are still recognizable in the draft of the government commission”. The “resuscitation” of the Code must therefore be regarded as a failure.

His conclusion, however, is, in my opinion, dangerous. “Let us have the courage and let it be simple,” writes Theisen – and thus suggests deleting the code without substitution (at least that’s how I understand it).

Criticism is necessary, but not sufficient

I am struck by the fact that there is a lot of criticism, but little pragmatism, about corporate governance at the moment. Unfortunately, this also applies to the personnel consultant Heiner Thorborg, who is responsible to the government commission in his current Manager Magazine column accuses him of an “ivory tower” mentality – and decorates his criticism with a gimmicky story about winegrowers, dragons and towers. But where are the constructive suggestions?

Despite all the criticism of the content of the Government Commission’s draft, I am convinced that a strong code is indispensable for a strong economy. We need a consensus on what constitutes “good governance” at its core – as a clear commitment to responsible corporate management, as a voluntary commitment on the part of industry and, last but not least, as a model and orientation aid (especially in times of digital transformation).

Let’s get back to consultation

Therefore: Hard criticism – but please no fatalism. Our #KodexWende initiative is therefore, as the name suggests, not aimed at abolishing the Code, but at modernising it. Bureaucracy must become a design option, and heteronomy a self-commitment!

I have therefore not yet given up hope that the Government Commission will approach your critics in a recognisable manner and work with you on a major draft. After all, we are united by a common goal – a strong code.

This week I therefore offered Chairman Rolf Nonnenmacher the opportunity to return to the Code consultation at the 15th German Supervisory Board Meeting in June. Perhaps what we have in common is stronger than what separates us.

Any additions, comments, objections? I look forward to your feedback dehnen@vard.de

Editorial by Peter H. Dehnen -> About the Person.

This post is also available in German