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S. Wang · 2023年06月21日

双层董事会结构会存在董事会主席和CEO为同一个人的情况吗?如果是的话,那么单层和双层本质的区别就是是否存在治理层不?

NO.PZ2022120703000044

问题如下:

Which of the following statements about the board structure of public companies in Germany is most accurate?

选项:

A.Shareholders and workers each appoint half the members of the supervisory board B.A single executive sits on the board and often bears the responsibility of both chair and CEO C.A single-tier board is dominated by executive directors along with a few non-executive directors

解释:

A is correct because "the two-tier board structure in Germany distances shareholders from the operations and from holding management accountable. Shareholders appoint half the members of the supervisory board, and the other half are appointed from among the workforce."

B is incorrect because the division between the supervisory board and the management board marks one of the fundamental structural differences in governance globally, between these so-called two-tier board structures seen, for example, in Germany, the Netherlands, Scandinavia and China, and the single-tier (also called unitary) boards that are more typical of the UK, the USA, Japan, France and most of the rest of the world." "Supervisory boards are largely constituted in the same way, with all members being non-executives."

C is incorrect because "in Japan not in Germany, there is usually a single-tier board dominated by executive directors with only a small handful of non-executive directors (not necessarily independent)." In Germany, there is a two-tiered board structure.

双层董事会结构会存在董事会主席和CEO为同一个人的情况吗?如果是的话,那么单层和双层本质的区别就是是否存在治理层不?

2 个答案
已采纳答案

王岑 · 2023年06月25日

嗨,从没放弃的小努力你好:


一般而言,双层董事会结构是在董事会层面上分为两个层级:监事会(Supervisory Board)和执行董事会(Management Board)。监事会负责监督和监察执行董事会的工作,以确保公司的利益得到保护并规范执行董事会的行为,同时监事会通常不直接参与日常经营活动。执行董事会负责制定公司的战略方向、决策制定和日常经营管理。执行董事会的成员通常是公司的高级管理层,例如首席执行官(CEO)、首席财务官(CFO)等。因此,虽然国际上已经有共识,如果董事会主席和CEO为同一个人,是会影响董事会独立性的,但这种情况是有可能存在的。

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S. Wang · 2023年06月27日

感谢老师,还是这道题目,想问下是对于所有存在双层董事会结构的国家都存在Shareholders appoint half the members of the supervisory board, and the other half are appointed from among the workforce."这种情况不?还是就只是德国才这样呀?

王岑 · 2023年06月27日

嗨,爱思考的PZer你好:


是的,这个是德国董事会独有的特点。

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