What is corporate governance

Corporate governance

The term corporate management contains two components: company or company (used synonymously in the following) and leadership. In the majority of all definitions, the company is understood as a legal-organizational, independent institution, in contrast to the company as the place where technical services are provided. This also corresponds to the language used in practice, which understands a company to be a very specific company name entered in the commercial register. On the other hand, Erich Gutenberg and the following authors take a different position, who understand the enterprise as a (capitalist) special form of enterprise. According to Gutenberg, the capitalist system leads to very specific system-related facts, the most important of which are profit-making as well as autonomy or (e.g. through laws) limited autonomy of decision-making. The company controls itself, it is not instructions z. B. subject to the public purse. For the problems of corporate management, it is irrelevant which of the two corporate terms one follows, because both contain the autonomy of action as an essential element. A company should therefore be understood as an institution that operates an autonomous or limited autonomous decision-making process. Since a company is inconceivable without people, the view that this institution is to be understood in the sense of a socio-technical system is becoming more and more popular. According to the general understanding, leadership means influencing, directing, controlling, and is mainly used in two different meanings: leadership (1) as controlling and influencing other people and leadership (2) as controlling and steering entire companies. Another differentiation category arises from the fact that leadership is understood to mean both the activity (process) and the systemic safeguarding for conditioning the activity. This distinction brings about the sub-terms (3) process and (4) system. In relation to (1) person guidance, the (3) process level includes e.g. B. Processes of influencing behavior, motivation, training and further education of managers; On the (4) system level, the conditioning of the activities mentioned is required here by z. B. systems of leadership, motivation and incentive systems, personnel evaluation systems, personnel training and personnel development systems (management development). Problem levels of corporate management The (2) corporate aspect of management, in conjunction with the (3) process level, includes the sub-categories of goal-setting processes, planning activities, control activities, information and forecasting processes, decision-making processes; At the (4) system level, the overall aspect of leadership means ensuring uniformity and conditioning of the activities occurring at the process level by means of target formation, planning, control, organization, information and communication systems. In summary, corporate management can be defined as the "goal-oriented design and control of a socio-technical system" (cf. Wild, 1974). This includes leadership in terms of the goals set in the company. Although corporate management activities are subject to a certain division of labor, it should not be imagined as independent or specialized management tasks. It is rather the case that every manager is planning, controlling, arranging, organizing and managing people (managerial activities) at the same time, albeit with a different weight, whereby the transitions are fluid. This view also corresponds to the ideas in practice with regard to the distribution of tasks for managers. Literature: Wild, J., Betriebswirtschaftliche Führlehre undführungmodelle, in: Wild, J. (Ed.), Unternehmensführung, Berlin 1974, p. 141 ff. Kuhn, A., Unternehmensführung, 2nd ed., Munich 1990.


In the institutional sense, corporate management is understood to be the unit (s) that are responsible for setting the goals that are binding for the entire company. From a functional perspective, the term refers to the activity of the units described (management). The participation in the U., in particular the participation of interest groups, is determined by the respective corporate constitution with regard to the structure of rights of disposal and the bearers of the rights of disposal. The structure of the rights of disposal can be divided into:
1. The right to make decisions about the use of resources.
The right that establishes a claim to the profit made or an obligation to accept the loss incurred.
The right that under
1. and / or
2. to sell or inherit the right described.
In German companies, depending on the applicable legal regulations (in particular with regard to co-determination), the following can be considered as bearers of rights of disposal:
The shareholders, i. H. the group of people who own the resources used in the company.
The workers, i.e. H. the group of people who make their labor available to the company on the basis of employment contracts (definition according to § 5 BetrVG: who is obliged to work in the service of another due to a contract under private law or an equivalent legal relationship).
The management, d. H. the group of people with permanent employment contracts who have specialized in managing companies with a certain degree of professionalism. If one takes the criterion of the employment contract regulation as a basis, then strictly speaking it concerns a subset of the employees. However, according to the BetrVG, members of the executive board of legal persons are also not employees from a legal point of view.
The activity of corporate management is characterized by a particular difficulty; Without the last details being able to be taken into account due to the limited capacity, the prerequisites for a course of the company's activities in the sense of the company's overall goal must nonetheless be created. This results in three central areas of responsibility, the performance of which is indispensable for the company management and cannot be delegated:
1. Personnel development and procurement. Ensuring that the company is supplied with qualified personnel in the long term is the basis of successful corporate management.
Strategic planning. The performance of this task leads to the formulation of the long-term framework for the company's activities.
Installation of efficient system structures. In this way, the company's infrastructure is created, so to speak. A distinction must be made between the planning and control system, the organizational system (organization) and the management system (management models).

1. Institutional: bank management, bank management, executive board. 2. Functional: management based on division of labor and functions, “managing” the bank with the help of management tools.

The company management is the original dispositive factor business and operations management, from which the derivative dispositive factors planning, organization and control or monitoring can be split off. The primary task of the company management is the definition of the company goals and the determination of the company policy. All decisions about company policy in the short and long term and all measures to secure company goals are real management decisions. The company management is also responsible for coordinating the large operational sub-areas. This coordination task is also a real management task. Depending on the position in the company hierarchy, a distinction is made between three management levels:

1. Top management (top management level),

2. Middle management (middle management level),

3. Lower management (lower management level),

whereby the share of dispositive decisions decreases more and more and the share of executive activity increases more and more. The top management has to make the real management decisions.

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