Board Services – Our services in detail

Evaluation

Self-assessments according to D.12 GCGC and valuations according to section 25d KWG

The regular evaluation of the activities of the Supervisory Board and its Committees is recommended by the German Corporate Governance Code (recommendation D.12). The Code leaves much scope for the Supervisory Board to implement this recommendation.

We design this scope together with you. Whether structured personal interviews, surveys of Supervisory Board members using a questionnaire, a user-friendly tool or moderated plenary discussions - we will find a suitable solution for every Supervisory Board. Because of our in-depth corporate governance expertise, we are very familiar with the framework conditions of the Supervisory Board and the resulting challenges. We support self-assessments in all company sizes regularly and with a high level of customer satisfaction. And that’s what sets us apart:

Target group-oriented concept

• We are in close contact with Supervisory Board members of many companies of various sizes and ownership structures. 
• We are familiar with the central issues of the Supervisory Board and know what it attaches importance to. 
• Our concept enables a regular, smooth repetition of the self-assessment.

Benefit-oriented implementation

• We do not see the self-assessment as a legality audit.
• For us, it is an instrument that qualitatively enhances the work of the Supervisory Board and its cooperation with the Management Board.

Clear result

• Our concise, meaningful reporting enables the Supervisory Board to implement recommendations directly. 
• It objectively classifies the degree and intensity of any criticism without ignoring important individual opinions.

For credit institutions, Section 25d (11) of the German Banking Act (KWG) stipulates that the Supervisory Board must assess its structure, size, composition, and performance on an annual basis. The management must also be evaluated in the same way.

To this end, the principles and techniques developed for self-assessments according to GCGC can be applied. It goes without saying that we take into account the regulatory requirements and special features of credit institutions, for example with regard to the individual assessment of the knowledge, skills and experience of board members.

For us, it goes without saying that our evaluation concept also supports the supervisory body in meeting the expectations of banking supervision. You benefit from our many years of experience in supporting the supervisory bodies of credit institutions of all sizes and ownership structures as well as our exchange with (European) supervisors.

Remuneration

Structuring and benchmarking of Management Board and Supervisory Board remuneration

Supervisory Board members face numerous challenges in determining the remuneration of the Management Board. The overriding goal is to create meaningful incentives geared to sustainable strategic success. 

At the same time, extensive regulatory requirements of the German Stock Corporation Act, the German Corporate Governance Code, and individual special laws (such as the German Banking Act and the German Institutional Compensation Ordinance) must be met. The increased expectations of investors regarding the structure and traceability of Management Board compensation must also be taken into account.

We support you in this task with our comprehensive knowledge of best practices in the market as well as regulatory requirements - holistically. In addition to classic remuneration and governance issues, PwC experts can also shed light on tax and accounting issues arising from the remuneration of the Management Board.

The Supervisory Board must also ensure that the amount of the Management Board remuneration is appropriate. We assist you in this process by preparing appropriateness reports and benchmarking, in which not only the amount and structure of the remuneration of the Management Board are reviewed for compliance with market standards, but also the criteria and process of determining remuneration are subjected to an objective examination.

Of course, we are happy to support you to the same extent in all questions concerning the remuneration of the Supervisory Board.

Board Office Support

Relief for your Board Organisation through our qualified experts

As regulatory requirements for Supervisory Boards increase, so does the need for support and thus the workload for Corporate Secretaries and the Board Office. We can relieve you of this burden, either in the short term for temporary staff shortage or in the long term.

Our expert advisors with in-depth corporate governance expertise will support you in all Board Office tasks, in particular:

• Preparation and follow-up of Board and Committee meetings, including the preparation of templates and taking the meeting minutes. 
• Support in corporate governance reporting, e.g., in the context of preparing annual financial statements or issuing declarations of conformity with the German Corporate Governance Code
• Corporate governance processes, such as querying mandates and conflicts of interest of Board Members

In addition, we are happy to support you in “upskilling”: for example, if your company falls within the scope of the application of new regulatory requirements, but you do not have the capacity to work through them. In this case, we will do it for you and provide you with an individual overview so that you can keep an eye on what is most important. For example, on the subject of ESG.