Section "Law": Economic and Legal Comparative Research


The article is devoted to a comprehensive study of German legislation regarding the right regulation of the work of supervisory boards of joint stock companies — banks. During the writing of the article, the main legislative acts of Germany, the current version of which was published on the official website of the Federal Ministry of Justice and Consumer Protection (Bundesministeriums der Justiz und für Verbraucherschutz), were studied and analyzed, as well as scientific articles by German scientists and practitioners. Corporate legislation of Germany is compared with the legislation of Ukraine regarding the legal regulation of the activity of banks, which are joint stock companies. It is established that the banking activity should be performed by a legal entity in the form of a joint stock company. The two-tier system of governance with supervisory boards and executive boards, as well as a clear division of powers of management and control between these bodies, must be mandatory for banks. Suggestions were made on the possibility of electing not only shareholders and independent directors, but also other bank stakeholders, to the Supervisory Boards, in particular the election of employees, trade unions and, as a consequence, strengthening the influence of the labor collective on the management of the company. Emphasis is placed on the existence in German corporate law of provisions allowing the election, in certain cases, of members of the supervisory boards in court for the application of the list of persons defined by law. It is concluded that such practice is not practicable in Ukraine at this time due to the lack of speed of court proceedings and the possibility of unfair actions to influence the joint stock company on this basis. It is proposed to provide a mechanism for appealing the decisions of the Supervisory Board by the company Executive Board. The implementation of these innovations could strengthen the system of checks and balances in the management of the bank, namely to ensure mutual control of the supervisory board and the executive board of the bank, as well as to make it impossible (to prevent) the possibility of making decisions that could lead to negative consequences in the activity of the bank. There are a number of other statements and suggestions that can be used in further legislative work to improve the legal regulation of corporate governance in Ukraine.


supervisory board, joint-stock company, bank, Germany, employees, stakeholders


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1. Hendrik Haag and Jan Letto Steffen, Hengeler Mueller. Banking regulation in Germany. Thomson Reuters Practical Law. 01.02.2020. URL: (last accessed: 10.03.2020).

2. Hopt, Klaus J. The German Law of and Experience with the Supervisory Board. Foreign Investments on Chinese Capital Markets. Enforcement Concepts from a Chinese and German Comparative Perspective, pp. 121-142, Rüdiger Veil, Xujun Gao, eds., Mohr Siebeck, 2017. Max Planck Private Law Research Paper. No. 17/21. URL: (last accessed: 10.03.2020).

3. Block, David and Gerstner, Anne-Marie. One-Tier vs. Two-Tier Board Structure: A Comparison Between the United States and Germany. Comparative Corporate Governance and Financial Regulation. Paper 1. 14 Apr. 2016. URL: (last accessed: 10.03.2020).

4. Aktiengesetz. Bundesministeriums der Justiz und für Verbraucherschutz. Stock Corporation Act. Federal Ministry of Justice and Consumer Protection. URL: (last accessed: 15.03.2020).

5. Good governance and the role of supervisory boards. Speech by Sabine Lautenschläger, Member of the Executive Board of the ECB and Vice-Chair of the Supervisory Board of the ECB, Luncheon of Chairs of Supervisory Boards of banks in Germany, Frankfurt, 6 Nov. 2018. URL: (last accessed: 15.03.2020).

6. The Deutscher Corporate Governance Kodex. URL: (last accessed: 15.03.2020).

7. European Bank for Reconstruction and Development (EBRD). Corporate Governance in Transition Economies. Ukraine Country Report. Prepared by: Gian Piero Cigna, Pavle Djuric, Yarina Kobel, Alina Sigheartau, with the assistance of Nestor Advisors. Dec. 2017. 20 p.

8. Gesetz über das Kreditwesen (KWG). Bundesministeriums der Justiz und für Verbraucherschutz. Banking Act (KWG). Federal Ministry of Justice and Consumer Protection. URL: (last accessed: 15.03.2020).

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