Corporate governance reporting: Compliance with upper limits for severance payments to members of executive boards in Germany

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Alexander Dilger ORCID logo, Ute Schottmüller-Einwag

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We examine how corporate governance reporting corresponds to actual conduct regarding severance payment caps for prematurely departing members of executive boards in Germany. Firstly, we evaluate the declarations of conformity for all companies listed in the CDAX between 2010 and 2014, which we use to determine conformity and deviation rates, and analyse the reasons for deviation, contributing to current research on comparative corporate governance, which focuses on when, why and how companies deviate from legitimate corporate governance goals (Aguilera, Judge, & Terjesen, 2018). Secondly, we assess the compensation amounts of all severance payments made and published by DAX companies to compare the respective severance ratio with the cap recommended by the German Corporate Governance Code (GCGC). We find that more than 20% of companies listed in the CDAX declared deviation in the declaration of conformity. Moreover, in 57% of actual severance cases where DAX companies had previously declared their conformity, the cap was exceeded. Yet, none of the companies that had exceeded the cap disclosed this in the following declaration of conformity. In most cases, the corporate reports deviated from reality and therefore could not serve as a suitable basis for decisions by the capital market.

Keywords: Code, Corporate Governance, Executive Board, Germany, Reporting, Severance Payment

Authors’ individual contribution: Conceptualization – A.D. and U.S.-E.; Methodology – A.D. and U.S.-E.; Validation – U.S.-E.; Formal Analysis – A.D. and U.S.-E.; Investigation – U.S.-E.; Data Curation – U.S.-E.; Writing – A.D. and U.S.-E.; Visualization – A.D. and U.S.-E.; Supervision – A.D.; Administration – A.D.

Declaration of conflicting interests: The Authors declare that there is no conflict of interest. The tables and the figure are translated by permission from Springer Nature Customer Service GmbH: Springer Fachmedien Wiesbaden GmbH from “Abfindungsobergrenzen für Vorstandsmitglieder” by Ute Schottmüller-Einwag (2018, pp. 49-52, 65-67, and 69). The article has undergone double blind peer review before publishing.

JEL Classification: D86, G34, J65, K12, M12

Received: 05.06.2020
Accepted: 29.07.2020
Published online: 14.08.2020

How to cite this paper: Dilger, A., & Schottmüller-Einwag, U. (2020). Corporate governance reporting: Compliance with upper limits for severance payments to members of executive boards in Germany. Corporate Law & Governance Review, 2(2), 18-32.