Corporate Governance

More success through unity in entrepreneurial decision-making

If the enterprise belongs not exclusively to the entrepreneur, but to a company, the managers or board of management, even if they are co-owners, cannot decide entirely freely and independently on the fate of the enterprise. They must – if for no other reason than to avoid personal liability – justify that their entrepreneurial decisions are based on rational thought. Important decisions may possibly require the consent of the general meeting, advisory board or supervisory board.

The separation between ownership in the enterprise and corporate governance harbors special challenges. Good corporate governance under the conditions of company law means more than good decision-making in specific matters. The right strategy, structuring and corporate culture become a question of common understanding and the search for consensus in the management bodies. They stand at the end of an intensive dialogue with executive colleagues, supervisory bodies and the general meeting. Corporate governance is about the special communication challenges involved in managing a company.

Common understanding through communication management

Conflicts of interest within the company bodies and between shareholders, management and supervisory organs can be resolved only by a common understanding in substantive matters, on strategic goals, operationally required measures and a consensus-based culture of communication. The basis is the company’s purpose to maintain its enterprise. Reaching a common understanding calls for an understanding between the actors involved.

It is based on a carefully managed decision-making process – starting from a precise description of the company’s economic and financial situation and its prospects of success with due consideration of opportunities and risks, strengths and weaknesses as well as the therefrom-derived options for action.

Finally, based on a material assessment, entrepreneurial decisions and actions must be measured against whether they are suitable, necessary and reasonable for maintaining and / or furthering the company.

Therefore, great importance is attached to the preparation, implementation and oversight of the decisions of the company bodies. Meetings and a well-structured, sometimes also controversial dialogue have always been key elements of the way in which humans come to a common understanding on important matters.

How KSB INTAX can contribute

Among other things, we are specialized in providing advice on how to structure, in accordance with company law, the communication process in the articles of association and the rules of procedure for management and supervisory bodies.

We support our clients in a critical analysis and determination of the company’s economic and financial situation. We discuss the opportunities and risks associated with developments in the market. When it comes to preparing an appropriate information base, we examine the company’s strengths and weaknesses at the strategic and organizational levels as well as the vitality of the corporate culture.

With regard to the preparation and implementation of entrepreneurial decisions, we advise or coach our clients in how to plan and hold meetings of company bodies. Preparing draft resolutions and legally watertight documentation rounds off our service range.

Your contact

Dr. Karl-Heinz Vehling

Executive MBA HSG, Attorney


Certified Compliance Officer, Certified Compliance Auditor