Tilsynsrådet. Hvilke effekter har indførslen af den nye ledelsesmodel på stakeholdere? En selskabsretlig og corporate governance analyse af det nye ledelsesorgan

Abstract

Along with the modernization of the Danish company law, the new type of board structure was one of the changes. The corporate structure before the modernization was a one-tier system for private limited companies (anpartsselskab) and a semi two-tier board for public limited companies (aktieselskaber). The one-tier system consists of one governing body that manages the every day business and the long-term strategies. The semi two-tier system consists of a board of directors and a general manager, where the board of directors manages the longterm strategy and monitors the general manager, who in turn governs the day-to-day business. Members of the board of directors are also allowed to be general managers with a few restrictions in regards to the chairman and majority. In consequence there exits a possibility for overlap of people and work tasks. The new option for companies in Denmark is the supervisory board (tilsynsråd). The supervisory board does not have any influence on either the day-to-day business or the longterm strategy. The sole purpose the supervisory board is to monitor the general management. This governance structure is known as a pure two-tier board since the general manager cannot be a member of the supervisory board and vice versa. The supervisory board is then considered an independent governing body since there is no overlap in members or assignments between the general managers or supervisory board members. The object of this thesis is to clarify the legal content of the new supervisory board in regards to what legal protection it gives the stakeholders including the owners. There will be a comparative analysis with the German company law, in which the supervisory board has existed for a very long time, in regards to how Germany regulates their supervisory board compared to Denmark. The economical analysis will focus on the governance issue that arises from the usage of a supervisory board in relation to the agency problem. There will also be a discussion of how the corporate governance structure will affect both shareholders and the stakeholders in general including managers, banks etc. The new corporate structure brings a new level of flexibility for shareholders in Denmark but it also affects stakeholders in a wide extent. It is however widely discussed which of the governance system provides the best shareholder and stakeholder protection. The object of this thesis is to clarify and explain the problems and advantages that arise with the new governance structure.