| Innhold: | Sammendrag
The Danish supervisory board (in Danish »tilsynsråd«) was introduced in the Companies Act of 2009 as an alternative to the traditional Danish governance model with a general meeting/board of directors/management (in Danish »generalforsamling/bestyrelse/direction«). The inspiration was the German two-tier system with Vorstand/Aufsichtsrat.
The Danish supervisory board model was intended as a counterpart to the German system, but it is pointed out in the article that there are significant differences, in particular that the German management system is mandatory for all German stock companies (in German »Aktiengesellschaft«). There is no alternative German governance model. Instead, the German system has been modernized in light of the newer corporate governance thinking. The German system is thus not limited to being a control system, as is the case with the Danish Supervisory Board.
The article contains statistics and analysis of the current Danish supervisory boards. The overall conclusion is that there are very few companies that have chosen the supervisory board model. There are a number of explanations for this.
It is claimed that Danish businesses have not adopted the supervisory board model and also that the possibility of choosing the supervisory board model has not led to an influx of foreign companies, as was expressed as a hope in connection with the introduction of the supervisory board model.
The article also points to a number of partly unresolved issues regarding the supervisory board model.
The article claims that the supervisory board model does not add value from a corporate governance point of view. In this connection, it is pointed out that none of the other Nordic countries have introduced a supervisory board model.
It is also pointed out that, with the introduction of the supervisory board model, the Companies Act has become (unnecessarily) technically complex.
Against this background, it is the article's recommendation that the supervisory board model be phased out, so that the Companies Act can fulfill the objective that was in the commission's modernization report (in Danish »Moderniseringsbetænkningen«), namely to create »a simple, clear and effective company legislation that is as easy as possible for businesses to administer and comply with«.
Valg af selskabsform og ledelsesmodel
Det danske tilsynsråd blev introduceret i selskabsloven af 2009 på baggrund af Moderniseringsbetænkningen.
Det overordnede mål var ifølge udvalgets flertal at øge valgfriheden mellem de forskellige ledelsesmodeller, der findes i EU. Udvalget overvejede specielt et valg mellem den engelske enstrengede ledelsesmodel og den tyske tostrengede ledelsesmodel (one-tier- vs. two-tier-model). |