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Is transparency in manager remuneration threatening acceptance of the Corporate Governance Code?

Brigitte Zypries, Max Kley, Michael Adams, Marcus Lutter
ifo Institut für Wirtschaftsforschung, München, 2004

in: ifo Schnelldienst, 2004, 57, Nr. 19, 03-09

With the refusal to disclose the remuneration of their individual executive board members, many DAX enterprises are violating the recommendations of the German Corporate Governance Code. Brigitte Zypries, Federal Ministry of Justice minister, argues for the disclosure of executive board salaries: "In order for shareholders to perform their control rights effectively within the framework of annual general meetings, transparency for investors is indispensable. This control right of the shareholders also extends to the amounts of salaries of the executive board. As 'owners' of publicly traded companies, shareholders must be able to determine whether they consider the salary of their top managers to be appropriate. Therefore executive board salaries must be revealed individually." Nevertheless, in spite of the refusal of many enterprises to comply with this recommendation of the German Corporate Governance Code, the code as a whole has been a success story. The code assumes that legislation is not necessary. The reasoning: "Critics of disclosure will not be able to resist developments at the EU level - an indication that internationally there is no way around more transparency with regard to executive board salaries." Max Dietrich Kley, President of the German Shares Institute, wants to adhere to the principle of comply or explain, which gives the enterprise the choice of implementing the code or of refusing it completely, or in part. In his opinion the stock market should decide "whether and to what extent deviations or refusal should be assessed by the market participants in euros and cents". For Prof. Michael Adams, Hamburg University, the completeness of information on all sources of remuneration is decisive for assessing the integrity of management. If this were the case, it would not be necessary to link the information to individuals. Prof. Marcus Lutter, Bonn University, argues that the German Corporate Governance Code has already proven itself.

JEL Classification: G300

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ifo Institut für Wirtschaftsforschung, München, 2004