DiKE Organisation des Verwaltungsrates

The subject of the dissertation is the management organization of a public limited company from a legal and economic perspective. Although the demands of the corporate governance movement for a well-considered corporate organization have led to a changed fundamental attitude, the relevance of a functional structuring of the board of directors as the governing body of the public limited company is still often underestimated. This Zurich dissertation dedicates the first part to the composition of the board of directors, focusing particularly on the qualitative requirements that must be placed on its members, as well as the appropriate handling of potential and manifesting conflicts of interest. In the second part, after an overview of the functions and tasks of the board of directors, the prerequisites and consequences of a division of labor within the committee, which is now taken for granted, are presented, with one of the focal points being the formation of committees. Since a division of labor structure requires the effective and efficient functioning of an institutionalized information and communication system, the third part of the dissertation addresses this issue before concluding with a discussion on the interdependence between management organization and accountability. Additionally, the innovations that came into effect with the new GmbH law on January 1, 2008, as well as the expected changes in the area of management organization due to the planned partial revision of the stock corporation and accounting law, are presented.