Chief Executive Officer

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This article or paragraph presents the situation in Germany. Help describe the situation in other countries.

In business, the Chairman of the Board of Management is the Chairman of the Board of Directors of a stock corporation or a corporation in another legal form. In Germany, he was formerly also referred to as General Director.

The office of the chairman of the management board - a management function - is not to be confused with that of the spokesman of the management board, who merely represents the management board externally.

In a broader sense, the chairpersons of other institutions, such as associations, are also incorrectly referred to as chairpersons of the board of directors, but in the case of these the term chairperson is correct in accordance with the Law on Associations.

Regulations

Under German stock corporation law, a stock corporation must have a management board, but not a chairman of the management board. Instead, the law provides for the joint management (§ 77 AktG) and representation (§ 78 AktG) of the company by all members of the management board, unless the articles of association or rules of procedure provide otherwise. German stock corporation law does not know any express provisions for a prominent position of the chairman of the management board; the possibility of appointing a chairman of the management board arises solely from § 84 (2) AktG, which cannot be delegated to a committee in the supervisory board (cf. § 107 (3) sentence 2 AktG). The law uses the term "chairman", but not "spokesman".

Nevertheless, it is permissible for a joint-stock company to have a chairman or spokesman of the board of directors (but not at the same time), although this does not change the overall responsibility of the board of directors for the management of the company. Regulations in this regard can be found in the articles of association of the stock corporation. Almost all German stock corporations provide for a chairman of the management board in their articles of association, sometimes - especially in the case of banks - for a spokesman of the management board.

The supervisory board may appoint a chairman of the management board. In the event of a tie vote in the management board, the chairman of the management board shall have the casting vote if the articles of association of the stock corporation or the rules of procedure of the management board so provide. He can change the agenda of the board meetings, in particular initially cancel agenda items, which is interesting in the event that he fears a vote not in his favour and hopes to be able to convince other colleagues of his point of view before a new referral.

In the French economy, this corresponds to the position of Président-directeur général (PDG).

Chief Executive Officer in Germany

Among the top earners in Germany are the CEOs of the 30 DAX companies. An amendment to the German Commercial Code (HGB) and the German Act on the Appropriateness of Management Board Remuneration (VorstOG) require these companies to disclose the remuneration of their management board members as of fiscal 2006.

The top earner among DAX Executive Board members in 2009 was Josef Ackermann, Chairman of the Executive Board of Deutsche Bank, who received annual compensation of €9.9 million. RWE CEO Jürgen Großmann was in second place with €9.2 million. Siemens CEO Peter Löscher earned €7.1 million.

The remuneration listed is calculated on the basis of the often relatively low fixed remuneration and performance-related bonuses. In addition, there are stock options, the value of which can exceed the regular remuneration several times over.

Nevertheless, the financial compensation of German CEOs is considered low in international comparison.

List of the CEOs of DAX companies

Company

Chairman of the Management Board (unless otherwise stated)

Adidas

Kasper Rorsted

Alliance

Oliver Bäte

BASF

Martin Brudermüller

Bayer

Werner Baumann

Beiersdorf

Stefan De Loecker

BMW

Oliver Zipse

Continental AG

Elmar Degenhart

Daimler

Ola Källenius

German Bank

Christian Sewing

German Stock Exchange

Theodor Weimer

German Post

Frank Appel

German Telekom

Timotheus Höttges

E.ON

Johannes Teyssen

Fresenius

Stephan Sturm

Fresenius Medical Care

Rice Powell

HeidelbergCement

Dominik von Achten

Handle

Carsten Knobel

Infineon

Reinhard Ploss

Linden

Aldo Belloni

Lufthansa

Carsten Spohr

Merck

Stefan Oschmann (Chairman of the Management Board)

Munich Re

Joachim Wenning

ProSiebenSat.1

Rainer Beaujean (Spokesman of the Executive Board)

RWE

Rolf Martin Schmitz

SAP

Christian Klein

Siemens

Roland Busch

ThyssenKrupp

Martina Merz

Volkswagen

Herbert Diess

Vonovia

Rolf Book


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