Is the company's board of directors responsible to the shareholders

The organs of a stock corporation


The organs of a stock corporation: board of directors, supervisory board, general meeting

The organs of an AG are the management board, the supervisory board and the general meeting. On the one hand intertwined, on the other hand they each have different functions and tasks.

Organs of an AG: The board of directors

The function of the board is essentially to represent the company externally and internally and to organize the management. As a rule, this body of the AG consists of several people who are each appointed by the Supervisory Board for five years. Each member has their own area of ​​responsibility, i.e. their specific department. The company can determine which departments are set up, for example finance, production, human resources or sales. If the board decides something, it happens according to the majority principle.

In general, the management board has unlimited powers and acts on its own responsibility. In doing so, he is not subject to the instructions of the other organs of a stock corporation, i.e. the supervisory board or the shareholders.

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As a rule, the members of the board of directors are not liable - neither to the shareholders nor to outsiders. However, the management must be carried out conscientiously according to the due diligence of the "prudent businessman". If a board member violates this principle and the company suffers damage as a result of this careless behavior, the shareholders may have a liability claim against the board member. Third parties can only claim damages if a member of the board has violated a law and they have suffered damage as a result.

Organs of an AG: the supervisory board

Of the bodies of a stock corporation, the supervisory board is the controlling body. He appoints the board of directors and at the same time monitors whether it carries out its activities properly. He also represents the company - i.e. the company - vis-à-vis the board of directors. The supervisory board consists of a limited number of members, but at least three people. The members of the supervisory board are elected by the general meeting. In addition to controlling the board of directors, the main task of the supervisory board is to check the books of accounts. This also appoints the auditor who is responsible for auditing the annual financial statements.

Organs of an AG: The general meeting

The general meeting is the body of a stock corporation in which the shareholders or the owners of the shares are gathered, i.e. the owners of the company. These meet once a year for the ordinary general meeting. Extraordinary meetings may also be called when the good of society so requires.



The tasks of the general meeting include, among other things, the election of the members of the supervisory board, the amendment of the articles of association, the resolution of capital increases or reductions as well as the determination of the purpose for which the balance sheet profit is to be used. The resolutions of the Annual General Meeting are generally passed with a majority of 50 percent of the company's shares plus one share. The Annual General Meeting has no direct influence on day-to-day business.

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