Vorstand

In German corporate governance, a Vorstand is the executive board of a corporation (public limited company). It is hierarchically subordinate to the supervisory board (Aufsichtsrat), as German company law imposes a two-tier board of directors.

German law confers executive powers on the executive board as a body. It is expected to act collectively and collegially. Unlike the executive committee (aka operating committee or executive council) of a US or UK company, the executive board is not an adjunct of the CEO (managing director). In contrast to Japanese corporate governance, the German executive board has real decision-making power. It is, by law, the managing body of a company and cannot be instructed by any legal person, be they natural or artificial, to act in such a way as to harm the business. Executive board members are personally liable for accepting any such instructions.

The specific scope of an executive board's duties varies from business to business. (A group of companies may each have their own individual executive boards, for example). The president of the executive board (i.e., the CEO) and the position's role are determined by the supervisory board. German law permits, but does not require, executive board members to elect a president/CEO from among their number. There are no specific legal requirements regarding the CEO's role, or even for the title given to the holder of the CEO position, although in practice the most common title is simply Vorstandsvorsitzender "CEO", literally, "Vorstand chairman". A noticeable minority refer to their CEOs as (lit., "speaker"), implying that the CEO is no more than primus inter pares.

The exact relationship between the CEO and the other executive officers depends on the company's type, how it was founded, and indeed the individual personalities of the people involved. A family business could, for example, have a strong CEO who is a member of the founding family and exercises a great deal of power over the rest of the board. In other companies, executive officers may hold themselves accountable to the executive board as a whole and not at all accountable to the CEO as an individual.

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