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啧啧 · 2023年10月05日

“单层董事会结构由多数执行董事和少数非执行董事组成”为什么是错的

NO.PZ2022120703000044

问题如下:

Which of the following statements about the board structure of public companies in Germany is most accurate?

选项:

A.Shareholders and workers each appoint half the members of the supervisory board B.A single executive sits on the board and often bears the responsibility of both chair and CEO C.A single-tier board is dominated by executive directors along with a few non-executive directors

解释:

A is correct because "the two-tier board structure in Germany distances shareholders from the operations and from holding management accountable. Shareholders appoint half the members of the supervisory board, and the other half are appointed from among the workforce."

B is incorrect because the division between the supervisory board and the management board marks one of the fundamental structural differences in governance globally, between these so-called two-tier board structures seen, for example, in Germany, the Netherlands, Scandinavia and China, and the single-tier (also called unitary) boards that are more typical of the UK, the USA, Japan, France and most of the rest of the world." "Supervisory boards are largely constituted in the same way, with all members being non-executives."

C is incorrect because "in Japan not in Germany, there is usually a single-tier board dominated by executive directors with only a small handful of non-executive directors (not necessarily independent)." In Germany, there is a two-tiered board structure.

如题,“单层董事会结构由多数执行董事和少数非执行董事组成”为什么是错的?

1 个答案

王岑 · 2023年10月06日

嗨,从没放弃的小努力你好:


这道题问的是关于德国上市公司董事会结构的说法,哪一项最准确?

德国是典型的双层董事会结构,由监事会和管理委员会组成。

C选项的说法是正确的,单层董事会通常是由执行董事主导的,只有少数非执行董事(不一定是独立董事)。但不符合问题,因为题目问的是哪一项是德国的董事会结构。

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