The office of the chairman of the board - a management function - is not to be confused with that of the board spokesman , who only represents the board externally.
In a broader sense, the chairpersons of other institutions, such as associations , are also incorrectly referred to as the chairpersons of the board of directors, but for these the designation chairperson according to the Association Act is correct.
According to German stock corporation law , a stock corporation must have a board of directors, but not a chairman. Rather, the law provides for joint management ( AktG ) and representation ( AktG) of the company by all board members. German company law does not have any express regulations for a prominent position as chairman of the board of directors; the possibility of appointing a chairman of the board of directors arises solely from ) AktG, which cannot be delegated to a committee in the supervisory board (cf. ) sentence AktG). The law uses the term “chairman” but not that of “speaker”.
Nevertheless, it is permissible for a stock corporation to have a chairman or spokesman for the board of directors (but not at the same time), which does not change the overall responsibility of the board of directors for the management. Regulations on this can be found in the articles of association of the stock corporation. Almost all German stock corporations provide for a chairman in their articles of association, sometimes - especially at banks - a board spokesman.
The supervisory board can appoint a chairman of the management board. In the event of a tie on the board of directors, the vote of the chairman of the board decides if the articles of association of the stock corporation or the rules of procedure of the board of directors so provide. He can change the agenda of the executive board meetings, in particular cancel agenda items first, which is interesting in the event that he fears a vote that is not in his favor and hopes to be able to convince other colleagues of his point of view before referring to it again.
CEO in Germany
The heads of the 30 DAX companies are among the top earners in Germany . As a result of an amendment to the German Commercial Code (HGB) and the VorstOG , they are obliged to disclose management board remuneration from the 2006 financial year.
The top earner among the DAX board members in 2009 was the CEO of Deutsche Bank , Josef Ackermann : He received an annual salary of EUR 9.9 million. In second place was RWE boss Jürgen Großmann with 9.2 million euros. Siemens boss Peter Löscher earned 7.1 million euros.
The remuneration listed is calculated from the often relatively low fixed remuneration and profit-related bonuses. In addition, there are stock options , the value of which can exceed the regular remuneration several times over.
Nevertheless, the financial remuneration of German CEOs is considered low in an international comparison.
List of CEOs of DAX companies
|Companies||Chief Executive Officer (unless otherwise stated)|
|Beiersdorf||Stefan De Loecker|
|Continental AG||Elmar Degenhart|
|Deutsche Bank||Christian Sewing|
|German Stock Exchange||Theodor Weimer|
|German postal service||Frank Appel|
|Deutsche Telekom||Timotheus Höttges|
|Fresenius Medical Care||Rice Powell|
|HeidelbergCement||Dominik von Acht|
|Linden tree||Aldo Belloni|
|Merck||Stefan Oschmann (Chairman of the Management Board)|
|Munich Re||Joachim Wenning|
|ProSiebenSat.1||Rainer Beaujean (Board Spokesman)|
|RWE||Rolf Martin Schmitz|
In Anglo-American law, the chairman of the board is comparable to the chief executive officer (CEO), but the CEO has a stronger position vis-à-vis the other board members than a board chairman has over the other board members.